Table of Contents
What is the difference between debt financing and equity financing?
Debt financing is borrowed money that you repay with interest. Debt payments are contractual. Equity financing is capital that buys an ownership stake. Equity returns depend on performance. Debt tends to protect ownership. Equity tends to share control and upside.
Key terms
- Cost of capital is the required return for each source of funds.
- Capital stack is the mix of senior debt, mezzanine debt, preferred equity, and common equity.
- Leverage ratio is debt divided by equity or asset value.
- DSCR is net operating income divided by debt service.
- Dilution is the reduction of ownership from issuing equity.
When should an investor prefer debt over equity?
You should prefer debt when cash flow is stable. You should prefer debt when DSCR stays above your minimum in base and downside cases. You should prefer debt when you need to preserve ownership. You should prefer debt when your exit is clear and near.
Quick checklist
- Cash flow covers debt service with a buffer.
- DSCR is at least 1.25x in the base case.
- DSCR is at least 1.10x in the downside case.
- Exit timing aligns with loan maturity.
- Prepayment terms fit your plan.
When should an investor prefer equity over debt?
You should prefer equity when cash flow is uncertain. You should prefer equity when a project has heavy capex or a long ramp. You should prefer equity when speed and flexibility matter more than coupons. You should prefer equity when covenant risk is unacceptable.
Quick checklist
- Volatility creates risk for fixed payments.
- Covenant compliance is unlikely or costly.
- Growth needs capital beyond safe leverage.
- Sharing control is acceptable for progress.
How does the cost of capital compare for debt and equity?
Debt cost equals interest rate plus fees. Debt cost usually falls after taxes when interest is deductible. Equity cost equals the return that investors require. Equity cost often appears as dilution at exit.
Illustration
| Item | Input | Result |
| Debt rate | 8% | 8% before tax |
| Tax rate | 25% | ~6% after tax |
| Equity target | 18% | 18% required return |
Tip
- Compare structures with WACC.
- Include every fee and tax effect in the math.
- Example: A project financed with 70% debt at 8% and 30% equity at 18% produces a blended WACC near 11%. If interest rates rise by 1%, WACC climbs to about 11.5%, showing how leverage amplifies rate sensitivity.
How do rate structure and prepayment rules change the true cost of debt?
Fixed rates lock your payment. Floating rates move with an index and a spread. Interest rate caps limit floating exposure. Rate floors can keep your rate from falling. Prepayment penalties raise the cost to exit early.
Common prepayment methods
- Step down penalty.
- Yield maintenance.
- Defeasance.
Modeling tips
- Add cap premiums to your cash flows.
- Add expected prepayment costs to your exit.
Mini example
- Index plus spread equals 3.5% plus 3.0% for a 6.5% start.
- Cap premium equals 1.0% of the loan paid at close.
- Prepayment penalty equals 2% if you sell in year two.
- Include the penalty and the amortized cap premium in your effective APR.
How does equity affect ownership and control?
Equity creates dilution. Equity introduces governance rights. Equity can include preferred returns that sit ahead of common.
Simple cap table example
| Item | Before raise | After 20% raise | After another 15% raise |
| Sponsor ownership | 100% | 80% | ~68% |
| New investor ownership | 0% | 20% | ~32% |
The exact numbers depend on valuations. The direction of dilution is consistent.
What roles do mezzanine debt and preferred equity play in the capital stack?
Mezzanine debt fills the gap above senior debt. Mezzanine debt is junior to senior debt and senior to equity. Preferred equity adds capital with a preferred return. Preferred equity sits ahead of common in the waterfall. Both options raise proceeds without full dilution.
Use cases
- Mezzanine debt fits acquisitions that need higher leverage.
- Preferred equity fits value add plans that need payment flexibility.
Where do convertible notes and revenue based financing fit?
Convertible notes start as debt. Convertible notes can convert to equity at a trigger. Conversion can increase dilution more than expected. Revenue based financing links payments to a percent of revenue. This structure reduces default risk in seasonal businesses. This structure can have a higher implied IRR than a loan.
Modeling tips
- For notes, add scenarios for conversion and repayment.
- Show ownership changes in the cap table at exit.
- For revenue based financing, map monthly pay to revenue.
- Recalculate DSCR on any remaining term debt.
What covenants and controls should investors expect with debt?
Lenders test financial covenants. Lenders restrict actions with negative covenants. Lenders can require reserves after trigger events.
Typical items in a covenant package
- Minimum DSCR.
- Maximum leverage ratio.
- Limits on additional debt.
- Limits on distributions.
- Reporting frequency and content.
- Springing reserves after DSCR or occupancy triggers.
- Cash sweep if leverage or DSCR breaches.
Practical step
- Map each covenant to your monthly forecast.
How should investors think about execution risk and time to close?
Speed varies by capital source. Certainty varies by process and diligence. Cost reflects both speed and certainty.
Comparison table
| Capital source | Typical speed | Closing certainty | Reporting load |
| Bank or agency debt | Moderate | Medium | Moderate to high |
| Private credit | Fast | High | Moderate |
| Venture style equity | Variable | Market dependent | High |
| Friends and family | Fast | Relationship dependent | Low to moderate |
| Mezzanine or preferred equity | Moderate | Term sheet driven | Moderate |
Pick the path that fits your timing. Price the value of certainty in your model.
How do taxes change the decision between debt and equity?
Interest is often deductible. Interest limits can cap the benefit. Depreciation can increase after tax cash flow. Entity choice affects how taxes pass through.
Action items
- Estimate after tax IRR for each structure.
- Test sensitivity to interest limits and depreciation.
What is the difference between asset level and portfolio level financing?
Asset level financing uses single purpose entities. Asset level financing contains risk within the asset. Portfolio level financing can unlock better terms. Portfolio level financing introduces cross default and cross collateralization.
Guideline
- Use asset level debt when isolation matters.
- Use holdco debt when scale and flexibility matter.
What framework helps choose between debt and equity?
Start with cash flow capacity. Set a safe leverage ratio. Test DSCR under base and downside cases. Align maturity with the exit strategy. Check prepayment rules. Map the covenant package. Estimate dilution from equity and hybrid options. Compare after tax IRR for each complete capital stack.
One page checklist
- DSCR thresholds.
- Rate type and any floors.
- Cap strike and premium.
- Prepayment method and cost.
- Covenant package and reporting calendar.
- Dilution and waterfall math.
- Refinance risk at maturity.
- Governance rights granted or received.
- Exit timing and path.
What do two short case studies reveal about structure choices?
Value add real estate with capex
The project needs time for NOI growth. Senior debt covers a safe base. Preferred equity tops up proceeds. An interest rate cap limits floating risk. The structure preserves control and reduces payment stress.
Cash flowing business with seasonal dips
Revenue varies by month. Revenue based financing flexes with performance. A smaller term loan adds stability. Ownership stays intact. Default risk stays lower.
What is the practical bottom line for investors?
Debt vs equity financing is not a binary call. Start with cash flow and DSCR. Price rate caps and prepayment costs inside the model. Test a refinance at higher rates. Select the mix that survives stress and meets your goals.
What is a simple WACC snapshot for comparison?
Debt after tax cost equals about 6% if the rate is 8% and the tax rate is 25%. Equity target return equals 18% in this example. A capital stack of 60% debt and 40% equity produces a WACC near 10.8%. Compare project IRR to WACC. Compare equity after tax IRR to the target.
Summary table: When does debt or equity tend to win?
| Situation | Likely fit | Reason |
| Predictable cash flow | Debt | Payments are serviceable |
| Early growth or long ramp | Equity | Flexibility matters |
| Tight closing timeline | Private credit | Speed and certainty |
| Max proceeds with control | Mezzanine or preferred equity | Less dilution than common |
| High tax burden with profits | Debt | After tax benefit |
| High uncertainty or covenant strain | Equity | Lower default risk |
FAQs
Is equity always more expensive than debt?
Equity is usually more expensive on a pure cost basis. Equity can still be better if it avoids distress.
How much debt is too much?
Debt is too much when downside DSCR falls below 1.10x. Debt is too much when add backs are needed to pass tests.
Do interest rate caps make floating loans safe?
Caps reduce rate risk within the strike and tenor. Caps do not remove refinance risk.
Can preferred equity replace mezzanine debt?
Preferred equity can replace mezzanine in some cases. Terms and controls decide which is better.
What single metric should I watch first?
Start with DSCR in base and downside cases. Confirm that the exit and prepayment rules align.
This article is for educational purposes and is not tax, legal, or investment advice.

