Private debt: direct lending, mezzanine, distressed

Private debt: direct lending, mezzanine, distressed

Published September 28, 2026

Private debt: direct lending, mezzanine, distressed

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Learning Outcome Statement

Explain features of private debt and its investment characteristics.

On the exam: The question gives a private-debt structure, capital labels, fee terms, credit and valuation facts, and a return label. It asks you to classify the strategy, calculate net cash income, or choose the right risk and valuation comparison in a table or single-best-answer format.

Private debt means lending through a privately negotiated loan rather than a publicly traded debt security. The borrower owes interest and principal, but the lender bears credit risk and may not have a ready resale market. The exam wants you to connect claim priority and borrower condition to return, risk, and value.

The investor may promise more capital than the fund draws. That promise is committed capital. The drawn amount, invested capital, $I$, funds loans and earns interest.

StrategyClaim positionCredit exposure
Direct lendingGenerally senior and securedBorrower default
MezzanineSubordinated to senior debtHigher loss exposure
Distressed debtImpaired credit claimRestructuring risk

Seniority changes who is paid first when the borrower fails. It does not remove default risk. A subordinated claim or an impaired borrower can support a higher required return because the lender faces more uncertainty.

Read the claim position together with the borrower's condition. A senior secured loan has a stronger place in the repayment order, while subordination delays payment and distress makes recovery depend on restructuring. These differences explain why the required return can rise as expected recovery becomes less certain.

Position or conditionWhat changes if the borrower failsRequired-return pressure
Senior and securedUsually paid before junior claimsLower than for a subordinated claim
SubordinatedPaid after senior debtHigher
Impaired borrowerRecovery depends on restructuringHigher

To calculate the investor's net cash income after fees, use invested capital and the annual rates over the holding period. The loan's annual interest rate is $r$, and the management fee rate is $f$. Both are decimal rates per year. For a holding period of $h$ years, call the result $N$.

$$ N = I \times r \times h - I \times f \times h = I \times h \times (r-f) $$

The first product is gross interest and raises $N$. The second product is the management fee paid by the investor and lowers $N$. A larger $I$ or $h$ increases both terms, while a larger $r$ raises $N$ and a larger $f$ lowers it.

Gross return precedes fees. Net return follows fees. The formula gives net cash income, not a return measure.

The capital path is easier to remember as a sequence. It starts with a promise and ends with principal repayment.

Loading diagram…

The timeline shows why committed capital is not current exposure. The fund draws capital, lends it, and waits for interest and principal.

The fund sits between the investor and the borrower. The investor supplies capital to the fund, and the borrower pays interest and principal back through the fund.

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The fee base in this illustration is invested capital, not commitment. If a question uses commitment as the base, change the fee calculation. This illustration is unlevered because it includes no fund borrowing. A levered fund adds borrowing and financing costs before the investor's result, which can increase loss risk.

Private debt is usually illiquid because a lender may have no ready resale market. Credit risk comes from missed payments and uncertain recovery. Borrowing at the fund or deal level adds leverage risk. Manager choices affect underwriting, monitoring, and restructuring.

These risks can increase required return. They do not guarantee a liquidity premium.

Use the map directionally. It compares relative liquidity and credit risk, not measured returns.

Loading diagram…

Value can look more stable than the underlying economics. A private loan may be carried at an appraisal-based value, and the appraisal can be stale when borrower risk or market yields move. Traded debt has transaction or market value from observed pricing. Identify the value type before judging a reported gain.

Debt positionValue basisPrice evidence
Private loanAppraisal-based, possibly staleManager or appraiser estimate
Traded debtTransaction or market valueObserved market pricing

A stale appraisal can smooth reported values without making the loan safer.

Performance labels change with cash-flow patterns. Match each label to its cash-flow treatment.

The labels answer different questions. Money-weighted results reflect when the investor contributes and receives cash. A multiple compares value with capital without a timing adjustment, while time-weighted results remove external cash-flow effects. Choose the label that matches the question's purpose before comparing performance.

Return labelCash-flow treatmentTiming effect
Money-weightedUses investor cash-flow datesSensitive to timing
Multiple-basedCompares value with invested capitalIgnores timing
Time-weightedNeutralizes external cash flowsRemoves timing effect

Use money-weighted performance when calls and distributions are part of the investor experience. Use time-weighted performance when external cash-flow effects must be removed. A multiple-based return shows relative value without showing when cash arrived.

Worked example

You are handed a direct loan to a middle-market borrower. The fund has a commitment, draws part of it, charges a fee on invested capital, and receives principal at the end. The exam asks for investor net cash income and the end receipt.

InputValue
CommitmentUSD 10,000,000
Invested capitalUSD 8,000,000
Interest rate0.1 per year
Management fee rate0.02 per year
Holding period1 year

The chart separates income from the fee. From left to right, its bars show gross interest, the fee outflow, and net cash income from the investor perspective.

Follow the amounts from the fund's invested base: interest adds cash, and the fee subtracts it. The final bar is the investor's net cash income for the year, while principal is returned separately at the end. This keeps income distinct from the total receipt.

Loading diagram…
  1. Multiply invested capital by the interest rate and holding period. Only drawn capital earns interest, producing gross interest of USD 800,000.
  2. Multiply invested capital by the fee rate and holding period. From the investor perspective, the fee outflow is -USD 160,000.
  3. Add the gross interest and fee outflow. Net cash income is USD 640,000.
  4. Add net cash income to returned principal. The end receipt is USD 8,640,000.
  5. Divide invested capital by commitment. The draw ratio is 0.80, showing that some committed capital remains undrawn.

The result is net cash income of USD 640,000 and an end receipt of USD 8,640,000. Label the income as net and unlevered cash income, not as the gross interest rate.

Changed condition

The only change is a lower draw. Commitment, rates, and holding period stay the same.

MeasureBase drawLower draw
Invested capital / draw ratioUSD 8,000,000 / 0.80USD 6,000,000 / 0.60
Gross interest / fee outflowUSD 800,000 / -USD 160,000USD 600,000 / -USD 120,000
Net cash income / end receiptUSD 640,000 / USD 8,640,000USD 480,000 / USD 6,480,000

Your prediction should be that both income measures fall. A lower draw shrinks both interest and fee because both bases are invested capital, not commitment. Net cash income and end receipt both fall, while the commitment stays unchanged, so the draw ratio also falls. Calculate the lower-draw net cash income before reading on.

Common error

You may treat the commitment as the invested amount and quote gross interest as the investor's return. It feels right because the commitment is the headline amount and the loan rate looks like the return. A fee base or return label tied to committed capital, when only invested capital is earning income, gives you the warning.

Calculator

Use invested capital as the input base. The base draw sequence is below.

Enter the drawn amount first, then apply the annual interest and fee rates for one year. Keep the fee negative from the investor's perspective when combining the two amounts. The displayed result is net cash income; adding returned principal gives the end receipt, not another return measure.

KeysDisplay
2ND CLR TVM0.00
8000000 ENTER8,000,000
0.1 ENTER0.1
0.02 ENTER0.02
1 ENTER1
8000000 × 0.1 × 1 =800,000
8000000 × 0.02 × 1 = +/--160,000
800000 + 160000 +/- =640,000

The lower draw changes the invested input and the resulting cash amounts. The fee remains a negative investor cash flow.

Compare the two displays by changing only invested capital. With the lower draw, gross interest falls because less capital earns the loan rate, and the fee outflow also falls because the fee uses that same base. Their difference gives net cash income of USD 480,000. The commitment itself does not enter either multiplication.

KeysDisplay
2ND CLR TVM0.00
6000000 ENTER6,000,000
0.1 ENTER0.1
0.02 ENTER0.02
1 ENTER1
6000000 × 0.1 × 1 =600,000
6000000 × 0.02 × 1 = +/--120,000
600000 + 120000 +/- =480,000

Check yourself

Practice

A direct-loan fund invests USD 8,000,000 for 1 year at 0.1 and charges 0.02 on invested capital. What is investor net cash income?

Revision snapshot

The formula is $N=I \times h \times (r-f)$. The trap is using committed capital as invested capital or quoting gross interest as net investor return. The exam asks you to classify the strategy, calculate net cash income, or select the matching valuation and risk treatment.

CheckRecall
Capital labelsCommitted capital is promised. Invested capital is drawn.
Return labelsGross return precedes fees. Net return follows fees.
Direct lendingGenerally senior and secured.
MezzanineSubordinated.
Distressed debtImpaired credit and restructuring risk.
Private-loan valueAppraisal-based and may be stale.
Traded debtTransaction or market value.
Money-weightedCash-flow-sensitive private-fund performance.
Multiple-basedIgnores cash-flow timing.
Time-weightedNeutralizes external cash flows.
Required returnIlliquidity, credit, leverage, and manager risk can increase it.
Liquidity premiumThese risks do not guarantee a liquidity premium.

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Practice Questions: Private debt: direct lending, mezzanine, distressed

  1. 1. Northstar Alternatives advises a multi-asset pension portfolio that is considering commodity futures, hedge funds, and digital assets. The pension's investment committee understands that each category can provide differentiated return drivers but wants the analysis to identify the actual economic exposure rather than rely on fund labels. For the commodity allocation, Northstar evaluates a fully collateralized long futures position over one measurement period. The analysts decompose performance into the change in the commodity's spot price, income earned on collateral, and the roll return generated when expiring futures contracts are replaced. The return components in Exhibit 1 are already measured consistently for the period, so they can be added without annualization or compounding. The sign of the roll return also reveals whether the futures curve is upward or downward sloping, which matters for trend-following programs that trade across the curve. Transaction costs, management fees, taxes, and foreign-exchange effects are zero. Northstar also reviews three hedge fund strategies. Atlas participates only after a merger or acquisition has been publicly announced. Its principal risk is that the announced transaction fails, is delayed, or closes on revised terms. Beacon uses predetermined signals based on sustained price movements and may hold either long or short positions in equity index, interest-rate, currency, and commodity futures; its process is rules-based rather than reliant on a manager's discretionary macroeconomic forecasts or on fundamental analysis of individual issuers. Cedar selects individual stocks on both the long and short sides but normally retains positive net equity exposure. The committee is asked to classify strategies according to their primary investment process, not according to the legal form of the investment vehicle. Finally, Northstar conducts operational due diligence on a proposed digital asset fund. The investment team distinguishes risks of the distributed ledger and consensus protocol from risks introduced by the smart contract code that governs decentralized applications built on top of the chain. The underlying blockchain remains operational, and the custodian's multi-signature, offline-backup, segregated-account key-management controls remain intact, but the lending protocol into which the fund's assets are deployed contains an unpatched reentrancy flaw that creates a concentrated point of failure. The fund documents do not provide evidence of token inflation, a protocol fork, inaccurate oracle data, or congestion-related transaction failure. The pension can tolerate market-price volatility but has a low tolerance for avoidable operational risk. It requires independent code audits of any smart contracts used, verified custody controls, and a documented recovery process before approving a digital asset manager. All return figures are stated before advisory fees, and the strategy descriptions are sufficient for classification without assuming exposures not stated in the exhibits.

    • 2. Northlake Insurance Company is evaluating real asset investments for two portfolios. Its long-horizon surplus portfolio can tolerate illiquidity and seeks income plus potential inflation sensitivity. Its reserve portfolio funds unpredictable insurance claims and must be capable of converting each holding to cash within five trading days without negotiating a private transfer. The reserve portfolio also limits any single property exposure to 2% of portfolio assets. For the surplus portfolio, Northlake is considering acquiring an office property. The analyst plans to use direct capitalization based on stabilized first-year net operating income. Under the firm's valuation policy, NOI includes rental income after vacancy and property-level operating expenses. It excludes depreciation because depreciation is a non-cash accounting charge. It also excludes mortgage interest because the capitalization analysis values the property before financing. The relevant forecast and market capitalization rate appear in Exhibit 1. For the reserve portfolio, the analyst reviews a publicly traded real estate investment trust. The REIT owns diversified industrial properties and trades throughout the business day on a national securities exchange. Northlake estimates the REIT's net asset value by adding the market value of its properties and other assets and subtracting debt and other liabilities. Exhibit 2 provides the required data. Transaction costs and taxes are assumed to be zero for the requested calculation. Northlake also considers an operating toll road with ten years of traffic history. The road is subject to a 30-year concession agreement that specifies maintenance standards and a regulated process for requesting toll increases. The operator proposes adding lanes to relieve congestion. Construction will occur while the existing road remains open, and the operator bears the risk of cost overruns and late completion. The analyst describes the asset as predominantly brownfield because it is already operating, but she notes that the expansion introduces risks commonly associated with project development. Although historic utilization data improve demand forecasts, future traffic remains sensitive to economic activity and competing transportation routes. The investment committee asks whether the existing operating record or concession agreement eliminates any major category of risk.

      • 3. Northbridge Pension Plan is considering a commitment to Northbridge Fund I, a closed-end private equity fund that acquires controlling interests in established companies. The investment committee understands that capital commitments are drawn over time and that the fund does not ordinarily provide investors with periodic redemption rights. Any transfer of a limited partnership interest requires the general partner's consent and may occur at a discount in the secondary market. The fund uses a European, whole-of-fund waterfall. Under this arrangement, the general partner receives carried interest only after investors have recovered contributed capital and received the stated preferred return at the total-fund level. The governing agreement contains no general-partner catch-up provision. For purposes of the committee's first-year analysis, the management fee is contributed at inception together with the capital invested in portfolio companies. The year-end portfolio value shown in Exhibit 1 is measured before deducting either the management fee or carried interest. No additional capital calls or distributions occur during the year, and the preferred return is calculated for one full year without compounding. An analyst prepares several performance measures. She notes that the management fee base does not necessarily equal the amount already invested in portfolio companies. She also distinguishes a multiple on contributed capital from a multiple based on total commitment because undrawn commitments have not yet been paid into the fund. When estimating carried interest, she plans to return contributed capital first, add the preferred return calculated on that contributed capital, and apply the carry percentage only to value exceeding both amounts. The committee also compares Northbridge Fund I with a publicly traded equity portfolio. The private equity manager values portfolio companies quarterly using transaction multiples, discounted cash flow estimates, and operating forecasts. These appraisals can adjust to changing market conditions more slowly than quoted public-equity prices. The analyst cautions that the resulting reported return series may appear smoother than the underlying economic values and may not capture contemporaneous co-movement with listed equities. The committee will therefore avoid treating reported standard deviation and correlation as complete measures of the fund's economic risk.

        • 4. Northbridge Pension Plan is conducting due diligence on Northbridge Fund II, a private equity fund nearing the end of its investment period. The pension plan's alternatives team is reviewing whether the fund manager has calculated fees and performance consistently with the limited partnership agreement. The partnership assesses its management fee annually using the fee base specified in Exhibit 1. For the current year, invested capital and beginning NAV differ because several portfolio companies have appreciated since acquisition. No new capital was called during the year. The fee calculation does not include transaction, monitoring, or other portfolio-company fees. The fund uses a European, whole-fund waterfall. Under this structure, the limited partners must receive the contributed capital attributable to realised investments and the specified preferred return before the general partner receives carried interest. The agreement has no general partner catch-up provision. For the distribution under review, the relevant investments were held for exactly one year, and the entire USD 78.0 million was distributed at year-end. All amounts needed to calculate the applicable preferred return and carried interest are provided in the exhibits. The alternatives team also evaluates the fund's performance using MOIC. The team defines MOIC as cumulative distributions plus residual value, divided by cumulative paid-in capital. It does not annualise this measure or adjust it for the timing of capital calls and distributions. Accordingly, the team separately uses IRR when it needs a time-sensitive performance measure. Separately, the alternatives team is assessing where Northbridge Fund II stands in its fundraising and portfolio-construction lifecycle, information summarized in Exhibit 3. The fund closed on committed capital in 2019 and has a stated five-year investment period. The general partner has not yet begun raising a successor fund. The team notes the pace of capital calls, the number of portfolio companies acquired to date, and the fund's diversification across sectors and geographies as it assesses how much dry powder remains available for new platform investments, including the proposed software company transaction. Finally, the fund manager proposes an investment in a software company that has operated for eight years, generates positive EBITDA, and has an established customer base. The company seeks financing to enter additional international markets and develop complementary products. Northbridge Fund II would purchase newly issued shares but would not acquire control, and the founders would continue to manage the business. The alternatives team must classify this proposed investment using the company's development stage, the use of proceeds, and the degree of control obtained.

          • 5. Stonehaven University Endowment is considering three real asset investments: direct ownership of Harbor Office, shares of publicly traded Summit REIT, and an interest in one of two toll-road projects. The investment committee seeks inflation-sensitive income but also considers liquidity, valuation transparency, leverage, and development risk. Harbor Office is stabilized and expected to maintain its current occupancy during the forecast year. The committee instructs analyst Priya Shah to use direct capitalization and the market capitalization rate for comparable unlevered properties. For this purpose, net operating income equals property revenue less property operating expenses before financing costs, income taxes, depreciation, and capital expenditures. The stated mortgage interest expense is therefore not deducted in calculating NOI. Shah assumes the forecast Year 1 NOI is sustainable and that the market capitalization rate already reflects the property's operating risk and expected long-term growth. Summit REIT owns a diversified portfolio of stabilized commercial properties and trades continuously on a public exchange. Its shares provide indirect real estate exposure without giving individual shareholders control over specific properties. The shares may react to equity-market sentiment, interest-rate expectations, leverage concerns, and changes in the value of the underlying property portfolio. The committee calculates a simplified net asset value by subtracting debt from the market value of property assets and then dividing by shares outstanding. There are no preferred shares, non-controlling interests, or other net assets and liabilities. For infrastructure, Stonehaven compares the project profiles in Exhibit 2. The committee describes an operating asset with established demand as a brownfield investment and a project that must be designed, permitted, and constructed as a greenfield investment. It expects greenfield investments to offer potential value creation but recognizes that they ordinarily bear more completion, cost-overrun, permitting, and demand-estimation risk. Brownfield assets usually provide earlier cash flows and more operating evidence, although they remain exposed to regulatory, maintenance, and demand risks. The committee will assess each exposure on its economic characteristics. It will not treat listed REIT shares as equivalent to direct property ownership merely because both provide real estate exposure, and it will not apply a levered cash-flow measure to an unlevered capitalization rate.

            • 6. An investor purchases a digital token issued by a blockchain startup. The token entitles the holder to a pro rata share of the platform's future profits and a claim on residual assets if the venture is dissolved. The token is most likely classified as a:

              • A. Utility token
              • B. Security token
              • C. Payment token
              Show answer

              Answer: B. Security token

              Security token - The holder’s pro rata share of future profits gives the token an investment claim tied to the startup’s performance. - Its claim on residual assets if the venture dissolves further makes it ownership-like, so it is a security token. Utility token - A utility token primarily grants access to a product or service, not a share of the issuer’s profits. - This token also gives the holder a claim on residual assets, which goes beyond a utility token’s access rights. Payment token - A payment token primarily functions as a medium of exchange. - The described token instead conveys rights to future profits and residual assets, not merely a means of payment.

            • 7. A collateralized commodity futures position has a 4.0% spot return, a −1.5% roll return, and a 0.5% collateral return. The calculated value of total return is closest to:

              • A. 2.5%
              • B. 3.0%
              • C. 4.5%
              Show answer

              Answer: B. 3.0%

              3.0% - A collateralized commodity futures position’s total return is the sum of its spot, roll, and collateral returns. - Here, 4.0% − 1.5% + 0.5% = 3.0%. 2.5% - 4.0% − 1.5% = 2.5% includes the spot and roll returns. - It omits the 0.5% collateral return earned on the position. 4.5% - 4.0% + 0.5% = 4.5% includes the spot and collateral returns. - It omits the −1.5% roll return, which reduces total return.

            Flashcards: Private debt: direct lending, mezzanine, distressed

            1. 1. In Alternative Investments (Private Capital), what is "venture debt"?

              Show answer

              Private debt funding that provides VC backing to start-up or early-stage firms that are not yet profitable, often convertible to stock or combined with warrants.

            2. 2. In Alternative Investments (Private Capital), what is a "trade sale" exit strategy?

              Show answer

              Selling a portion or all of a portfolio company to a strategic buyer or competitor via direct sale or auction.

            3. 3. In Alternative Investments (Private Capital), what is "unitranche debt"?

              Show answer

              Private debt that combines different classes of debt (secured and unsecured) into a single loan with an interest rate that reflects the blend of debt classes.

            4. 4. In Alternative Investments (Private Capital), what is a "recapitalization" exit strategy?

              Show answer

              The portfolio company issues debt to fund a dividend distribution to equity holders; the PE fund extracts money while still controlling the company.

            5. 5. In Alternative Investments (Private Capital), what is the difference between a Management Buyout (MBO) and a Management Buy-in (MBI)?

              Show answer

              In an MBO, the existing management team participates in the purchase. In an MBI, the private equity manager replaces the current management with a new team.

            6. 6. In Alternative Investments (Private Capital), what are the three phases of the "formative stage" in venture capital investing?

              Show answer

              1\. Pre-seed (angel) capital. 2. Seed-stage financing. 3. Early-stage (start-up) financing.

            7. 7. In Alternative Investments (Private Capital), what is a Private Investment in Public Equity (PIPE)?

              Show answer

              A minority equity investment where a private equity firm makes a private offering to buy stock in a publicly traded firm looking for capital to expand.

            8. 8. In Alternative Investments (Private Capital), what is a Leveraged Buyout (LBO) fund?

              Show answer

              A private equity fund that acquires public or private companies with a large percentage of the purchase price financed by debt, intending to restructure the firm and use cash flows to service the debt.

            9. 9. In Alternative Investments (Private Capital), what does "vintage year" refer to?

              Show answer

              The year a private capital fund makes its first investment.

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