Subordination
What does it mean to subordinate a shareholder loan to the bank?
ONE OF 80 TERMS · FREE · NO SIGNUP
BY MICHAEL SHANG · SIXTEEN YEARS IN COMMERCIAL BANKING · UPDATED
// THE SHORT ANSWER
Subordination is an agreement that one creditor's claim ranks behind another's — most often, that money the owners have lent their company will not be repaid until the bank has been. A lender asks for it so that a director's loan behaves like equity: it stays in the business, supports the balance sheet, and cannot be withdrawn ahead of the bank when cash is tight. It is usually done by deed, and it often appears in a facility letter as a condition precedent.
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.
// WORKED IN
// NEXT TO IT
- 5 Cs of credit
- Cash conversion cycle
- Working capital facility
- Quality of earnings
- Debtor days
- Borrowing base
- Covenant headroom
- Second way out
- Personal guarantee release
- Customer concentration
- Multi-currency facility
- Bankability
- Commitment fee
- Clean-down
- Self-liquidating
- Balloon payment
- Amortisation
- Debt service cover ratio (DSCR)
- Interest cover ratio
- Debt to EBITDA (leverage)
- Dilution (receivables)
- Advance rate
- Hardcore (overdraft)
- Loan to cost (LTC)
- Presales
- Standstill agreement
- Break cost
- Expected loss
- Dividend payout ratio
- Debt per kgMS
- Fixed charge cover ratio (FCCR)
- Global cash flow
- Interest reserve
- General security agreement (GSA)
- Negative pledge
- Condition precedent (CP)
- Event of default
- Covenant waiver
- Reservation of rights
- Watch list
- Risk grade
- Loan loss provision
- Going concern
- Management accounts
- Term-out
- Intercreditor agreement
- Club facility
- Unsecured lending
- Loan to value ratio (LVR)
- Forced-sale value
- Related-party transactions
- Capitalised costs
- Quantity surveyor (QS)
- Retention (construction)
- Peak debt
- Cash sweep
- Finance lease
- Adjusted EBITDA
- Interest rate swap
- Forward exchange contract
- Maturity transformation
- Risk-weighted assets
- Net interest margin
- Credit cycle
- Yield curve
- Transaction exposure
- Information barrier
- Conflict of interest
- Material non-public information
- Tipping off
- Suitability
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