Second lien (second-lien loan)
What is a second-lien loan, and how does it differ from mezzanine?
ONE OF 416 TERMS · FREE · NO SIGNUP
BY MICHAEL SHANG · SIXTEEN YEARS IN COMMERCIAL BANKING · UPDATED
// THE SHORT ANSWER
A second-lien loan is secured on the same assets as the senior, first-lien debt but ranks behind it, so it recovers from the security only after the first-lien lenders are paid in full. In UK and European deals the two usually share one security package held by a security trustee, and an intercreditor agreement sets the order and makes the second-lien lenders stand still for a period after a default before they may enforce; European documents often subordinate its payments as well. It is priced above first-lien debt and below mezzanine, and in a recovery it usually ranks ahead of mezzanine and unsecured lenders.
BASIS Practitioner judgment from sixteen years in commercial banking, set out in How Bankers Think (Highbank Press, 2026). Every borrower on this site is a composite constructed for teaching, not a client. The market is mid-market commercial lending as practised in New Zealand and Australia; where a convention differs elsewhere, the page says so.
// THE FULL PAGE
Second-Lien Loan: a Worked Example →
Same security, second in line, first to lose.
// WHAT IT IS NOT
Mezzanine finance usually ranks behind second-lien debt, is often subordinated in payment as well as security and may carry equity warrants or payment-in-kind interest; second-lien debt shares the senior security package and ranks second on it.
// WORKED IN
// NEXT TO IT
- Personal guarantee release
- General security agreement (GSA)
- Subordination
- Intercreditor agreement
- Loan to value ratio (LVR)
- Forced-sale value
- PPSR (Personal Property Securities Register)
- Retention of title
- Purchase money security interest (PMSI)
- Preferential creditors
- Letter of comfort
- Cross-guarantee
- Floating charge
- Structural subordination
- Recovery waterfall
- First mortgage
- Pari passu
- Loan to security ratio (LSR)
- Lending value
- All-monies clause
- Valuation reliance letter
- Solicitor's undertaking
- Loss payee (bank's interest noted)
- Liquidation value (orderly and forced)
- Water entitlements (as security)
- Livestock as security
- Specific security agreement (SSA)
- Debenture (security document)
- Share pledge (share charge)
- Step-in rights
- Third-party mortgage
- Limited guarantee
- Upstream guarantee
- Corporate benefit
- Financial assistance (whitewash)
- Deed of priority
- Perfection (security interest)
- Title insurance
- Payout figure (redemption statement)
- Independent legal advice certificate
- Panel valuer
- Desktop valuation
- Partial release (of security)
- Security trustee (security agent)
- Cash cover (cash-collateralised facility)
- Back-to-back loan
- Tax arrears (statutory tax debt)
- Statement of position (personal assets and liabilities)
- Debt pushdown
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