Subordinated Debt: What It Is, How It Works, and Risks


Subordinated debt, also known as subordinated debenture, is a form of unsecured loan or bond that holds a lower priority than senior loans or securities in terms of asset or earnings claims. This article delves into what subordinated debt entails, how it operates, and the associated risks.

Understanding subordinated debt

Subordinated debt, often referred to as junior securities, represents a financial instrument that ranks lower in priority than other corporate debts and loans in case of a borrower’s default. Typically, large corporations and business entities are the borrowers of subordinated debt. In the realm of debt hierarchy, subordinated debt stands in stark contrast to unsubordinated debt, where senior debt takes precedence in bankruptcy or default scenarios.

Subordinated debt: Repayment mechanics

When a corporation issues debt, it usually involves multiple bond types, including unsubordinated and subordinated debt. In the unfortunate event of bankruptcy, a bankruptcy court meticulously prioritizes debt repayments, with unsubordinated debt receiving preference. Subordinated debt, as the name suggests, is of lower priority.

The assets of the bankrupt company are first allocated to repay the unsubordinated debt. Any remaining funds are then allocated to the subordinated debt. The holders of subordinated debt may receive full repayment if there are adequate funds. However, they might also receive partial payments or none at all.

Due to its inherent risk, potential lenders evaluating subordinated debt should assess the company’s solvency, existing debt obligations, and overall assets. Despite its risk profile, subordinated debt holders are prioritized over equity holders. As compensation for the higher default risk, bondholders of subordinated debt typically receive a higher interest rate.

Subordinated debt in the banking industry

Subordinated debt has garnered particular attention in the banking sector. Banks find this type of debt attractive because the interest payments on it are tax-deductible. A study by the Federal Reserve in 1999 recommended that banks issue subordinated debt to self-discipline their risk levels. This issuance of debt would necessitate risk profiling, offering transparency into a bank’s financial state during times of significant change, such as the repeal of the Glass-Steagall Act.

Furthermore, some mutual savings banks utilize subordinated debt to bolster their balance sheets, meeting regulatory requirements for Tier 2 capital.

Subordinated debt: Reporting for corporations

On a company’s balance sheet, subordinated debt, like all other debt obligations, is classified as a liability. Current liabilities appear first, followed by senior debt (unsubordinated debt) listed as a long-term liability. Subordinated debt is subsequently recorded as a long-term liability, reflecting its order of payment priority, which is below unsubordinated debt.

When a company issues subordinated debt and receives cash from a lender, its cash account or property, plant, and equipment (PPE) account increases, while a corresponding liability is recorded.

Subordinated debt vs. senior debt: An overview

The key distinction between subordinated debt and senior debt lies in the order of priority for repayment in bankruptcy or liquidation proceedings. In such scenarios, senior debt takes precedence, followed by subordinated debt. Senior debt, characterized by its higher priority, entails lower risk and, consequently, lower interest rates.

Banks typically fund senior debt, as they can afford lower rates due to their cost-effective funding sources like deposits and savings accounts. Regulatory bodies also encourage banks to maintain a lower risk loan portfolio.

Subordinated debt, conversely, ranks below senior debt but enjoys priority over preferred and common equity. Examples of subordinated debt include mezzanine debt, which includes an equity component, and asset-backed securities, where some tranches are subordinate to senior tranches.

Asset-backed securities are financial instruments collateralized by various assets, including loans, leases, credit card debt, royalties, or receivables. Tranches are segments of debt or securities designed to distribute risk and characteristics, making them marketable to different investors.

Pros and cons of subordinated debt

Weigh the risks and benefits

Here is a list of the benefits and drawbacks of subordinated debt:

  • Higher interest rates for bondholders
  • Priority over equity holders in case of default
  • Attractive to banks for risk management
  • Lower repayment priority in bankruptcy
  • Higher risk compared to senior debt
  • Potential for partial or no repayment

Frequently asked questions about subordinated debt

Is subordinated debt the same as junior debt?

Yes, subordinated debt is often referred to as junior debt because it ranks lower in priority than other corporate debts. Both terms are used interchangeably in the financial industry.

Can individuals invest in subordinated debt?

While subordinated debt is typically issued to institutions and accredited investors, there are instances where retail investors can indirectly invest in subordinated debt through investment funds or exchange-traded funds (ETFs) that include subordinated debt securities in their portfolios.

Are there different types of subordinated debt?

Yes, subordinated debt comes in various forms. Some common types include mezzanine debt, convertible subordinated debt, and trust preferred securities. Each type may have unique features and terms that make them suitable for different purposes and investors.

How can a company improve its creditworthiness when issuing subordinated debt?

Companies aiming to enhance their creditworthiness for subordinated debt issuance can focus on improving their financial stability, reducing existing debt burdens, and demonstrating strong cash flow and profitability. Maintaining a positive credit rating and providing transparent financial information to investors are also essential.

What happens if a company cannot repay its subordinated debt?

If a company faces financial difficulties and cannot repay its subordinated debt, the subordinated debt holders may not receive full repayment. The priority for repayment in bankruptcy or liquidation puts senior debt ahead of subordinated debt. This means that subordinated debt holders may receive partial payments or none at all, depending on the available funds.

Can subordinated debt be refinanced or redeemed early?

Yes, some subordinated debt agreements may include provisions that allow the issuer to refinance or redeem the debt before its maturity date. This often depends on the terms negotiated between the issuer and the bondholders and the specific terms outlined in the debt agreement.

Are there tax advantages associated with subordinated debt?

Subordinated debt can offer tax advantages for both issuers and investors. For issuers, the interest payments on subordinated debt are often tax-deductible, reducing the company’s overall tax liability. For investors, the interest income from subordinated debt may be subject to preferential tax rates or other tax benefits, depending on local tax regulations.

What role does subordinated debt play in mergers and acquisitions?

Subordinated debt can be a valuable financing tool in mergers and acquisitions (M&A). It can be used to bridge financing gaps, fund acquisitions, or provide additional capital for expansion. In M&A transactions, subordinated debt is often structured to meet the specific financial needs of the acquiring or merging companies.

How can investors assess the risk of investing in subordinated debt?

Investors can assess the risk of subordinated debt by examining the issuer’s financial health, credit rating, debt load, and cash flow. Additionally, understanding the terms of the subordinated debt agreement, such as the priority of repayment and any covenants, is crucial. Diversifying a portfolio and conducting due diligence can help mitigate risk.

What regulatory oversight governs the issuance of subordinated debt?

The issuance of subordinated debt is subject to regulatory oversight, depending on the jurisdiction and type of issuer. Regulatory bodies such as the Securities and Exchange Commission (SEC) in the United States may have specific rules and disclosure requirements for companies issuing subordinated debt to the public. Banks and financial institutions issuing subordinated debt may also be subject to prudential regulations.

Key takeaways

  • Subordinated debt ranks lower in priority than senior debt in bankruptcy or liquidation.</ li>
  • It is riskier but offers higher interest rates to compensate for the increased risk.
  • Banks often use subordinated debt for risk management and regulatory compliance.
View article sources
  1. Subordinated Debt – Federal Reserve
  2. Risk Management – Federal Reserve
  3. Licensing Manual, “Subordinated Debt” –