Junior Tranche

Type of debt that isn't backed by specific assets and gets paid back later than other debts if a company can't pay everything it owes.

Author: Himanshu Singh
Himanshu Singh
Himanshu Singh
Investment Banking | Private Equity

Prior to joining UBS as an Investment Banker, Himanshu worked as an Investment Associate for Exin Capital Partners Limited, participating in all aspects of the investment process, including identifying new investment opportunities, detailed due diligence, financial modeling & LBO valuation and presenting investment recommendations internally.

Himanshu holds an MBA in Finance from the Indian Institute of Management and a Bachelor of Engineering from Netaji Subhas Institute of Technology.

Reviewed By: Christopher Haynes
Christopher Haynes
Christopher Haynes
Asset Management | Investment Banking

Chris currently works as an investment associate with Ascension Ventures, a strategic healthcare venture fund that invests on behalf of thirteen of the nation's leading health systems with $88 billion in combined operating revenue. Previously, Chris served as an investment analyst with New Holland Capital, a hedge fund-of-funds asset management firm with $20 billion under management, and as an investment banking analyst in SunTrust Robinson Humphrey's Financial Sponsor Group.

Chris graduated Magna Cum Laude from the University of Florida with a Bachelor of Arts in Economics and earned a Master of Finance (MSF) from the Olin School of Business at Washington University in St. Louis.

Last Updated:November 20, 2023

What is Junior Tranche Debt?

A junior tranche is a type of debt that isn't backed by specific assets and gets paid back later than other debts if a company can't pay everything it owes. It's also called subordinated debt. If a company goes bankrupt, the debts are repaid in a certain order, and senior debt gets paid first.

Debt is crucial for businesses, often likened to blood for life. While debt is essential for many businesses, some can thrive with minimal or no debt. It is a lifeline to a few while causing bankruptcy to others if not appropriately managed.

In a default scenario, junior debt refers to bonds or other debts with a lower priority for recovery, as senior debt claims are settled first.

When a corporation declares dissolution or bankruptcy, creditors are paid in the order of precedence, with principal debt being paid first. As a result, interest rates on junior debt obligations are higher than on senior debt obligations.

Principal debt holders, auditors, and tax agencies are examples of entities with senior claims in debt repayment. Senior debt holders are paid first, and junior debt holders are paid second if money is left behind. 

Due to the junior tranche's high level of risk, it has a lower credit rating than the senior tranche and pays its holders a higher interest rate to make up for the added risk.

Key Takeaways

  • Junior tranche, or subordinated debt, is a riskier form of debt without specific asset backing, paid after senior debts in case of financial distress.
  •  In bankruptcy, junior debt holders have a lower claim, receiving payments only if funds remain after senior debt holders are paid first.
  • Higher risk associated with junior tranches results in a lower credit rating, but investors are compensated with higher interest rates.
  • Recorded under long-term obligations, junior tranche debt follows senior debts, emphasizing the repayment priority.
  • Companies may opt for junior debt instead of issuing new shares to the public, balancing the higher risk with avoiding ownership dilution.

Understanding Junior Tranche Debt

Generally, there are fewer corporate credit market regulations than in the stock market. As a result, firms have greater freedom when borrowing money. For example, a company may collaborate with a bank to get a loan. 

Additionally, a business may collaborate with an insurer who leads a lending syndicate involving multiple investors in a loan arrangement. Also, a business may issue bonds with various repayment periods.

Unlike external stakeholders, junior debt shareholders are closely connected to the business. Accordingly, they could consent to accept a lower rate of return on the debt less than proportional to the amount of risk until the business regains its prudent fiscal standing.

Institutional debt is often issued in the primary market, which entails more direct engagement between firms and investors than equity financing.

After being issued in the primary market, bonds and loans can be traded on private markets with the assistance of various trading organizations. As a result, senior debt remains less risky than unsecured notes in the secondary market.

Unlike external stakeholders, junior debt shareholders are closely involved with the company. They may choose to accept a lower interest rate on the debt, not proportional to the level of risk until the company regains its responsible financial status.

For example, the z-tranche is the investment portion that is returned when all other issuances have received payback in full in many complex securities.

Repayment of a Junior Tranche

A firm may divide the debt it owes into junior and unsubordinated debt. Holders of unsubordinated debt are positioned above owners of subordinated debt in the hierarchy. 

The corporation has the option to file for bankruptcy if, for whatever reason, it is unable to meet its financial commitments. If the court grants the motion, an administrator will be appointed to liquidate the company's assets and pay creditors according to their priority.

The senior or senior (unsubordinated) bondholders will be compensated first, followed by all other creditors. Finally, the subordinated or junior debt holders are paid if there is spare money after the unsubordinated creditors have been paid. 

The amount owing to the creditors by the corporation may be wholly or partly paid. In addition, unsubordinated debt often has fewer risk requirements, resulting in cheaper interest payments and bond coupons. 

Investors in debt securities are willing to accept greater risk for lower priority payments in the event of default in exchange for higher interest rates. 

Junior and subordinated debt are often unsecured, relying on the sale of assets if enough money is not received. As a result, junior debt holders are subordinate to senior debt holders in the pyramid despite being paid before the stockholders. 

Payments to the investors will only be made if sufficient funds remain after satisfying the claims of both subordinated and unsubordinated creditors.

How To Record A Junior Tranche Debt?

A balance sheet typically begins with assets, liabilities, and shareholder equity. The liabilities section lists junior debt, considered borrowed money, after current liabilities. Long-term obligations are detailed after current liabilities, with senior debt taking precedence over junior debt.

When a company faces liquidation, the debts are repaid in a specific order, and senior debt is settled first.

The proceeds from selling subordinated debt bonds are recorded in the cash account. If the borrowed funds were used to acquire property or equipment, they are documented as property, plant, and equipment in the assets section.

Here's a breakdown of how to record junior tranche debt on a balance sheet:

  1. Start with current liabilities in the liability section
  2. Record long-term obligations after current liabilities
  3. List senior debts first under long-term obligations, reflecting their priority in case of bankruptcy
  4. Follow senior debts with junior debts in the long-term obligations section

Senior Debt Vs. Junior Debt

Let's understand the difference between the senior and the junior debt below:

Senior Debt Vs. Junior Debt
Aspect Senior Debt Junior Debt
Priority of Repayment Higher priority; repaid before junior debt Lower priority; repaid after senior debt
Risk and Return Lower risk; lower potential return Higher risk; higher potential return
Interest Rates Lower interest rates Higher interest rates
Collateral Often secured by specific assets of the company May be unsecured or secured with subordinate liens
Role in Bankruptcy Has a higher claim in case of bankruptcy Has a lower claim in case of bankruptcy
Covenants Fewer restrictions on the borrower More restrictive covenants on the borrower
Maturity Longer maturity periods Shorter maturity periods
Usage Used for general corporate purposes and expansion Often used for specific projects or risky ventures
Examples Mortgage loans, secured bonds, bank loans Subordinated debt, mezzanine financing, equity-like debt

How Junior Tranches Are Used

Junior tranches play a role in debt securitization when issuing collateralized mortgage obligations, Collateralized Debt oObligations (CDOs), or asset-backed securities.

While companies generally avoid issuing junior debt due to its higher interest rates, it can be a more favorable alternative than issuing new shares to the public, which could dilute the company's ownership.

These tranches may be employed to finance acquisitions, support recapitalization or leveraged buyouts, or provide capital for growth. Subordinated debt might be combined with preferred stock to create a hybrid security that pays dividends to the holder and is treated as an interest expense by the issuer.

But why are junior tranches used?

Given the comparatively higher interest rates associated with junior debt, one might question why companies opt for it. The alternative, issuing new shares to the public, is viewed as less prudent from the company's perspective as it would dilute ownership.

Thus, although junior debt may not be a company's first choice, it is a more favorable option than diluting ownership by issuing new shares to the public.

Example of Junior Tranche Debts

A company, namely XYZ Ltd, with many assets and liabilities on its balance sheet, applies for bankruptcy; a certain order debt of the firm will be paid.

At the time of bankruptcy, as in the given situation, there are two categories of debt holders on the balance sheet, i.e., senior and junior debt holders. Therefore, senior tranches are paid first; meanwhile, only leftovers are paid to junior tranche debt holders. 

As an incentive for taking on higher risk, junior tranche holders receive higher interest rates compared to senior debt holders. One may wonder why junior tranche investors take so much risk when chances of payback are almost nil.

This is because they receive significant compensation before the company's stockholders. They conduct thorough research before investing in any businesses and refrain from financing a firm if they notice it lacks the funds to pay off the principal debt holders.

Moreover, they refrain from financing that firm if they notice it lacks the funds to pay off the principal debt holders.

Researched and authored by Arshnoor Kamboj | Linkedin

Reviewed and edited by Parul Gupta LinkedIn

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