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Kicker Warrants Dilution Calculator

Equity kickers in debt deals dilute sponsor equity participation.

$
%
%
%

Sponsor dilution

$1,000,000

Kicker take

$5,000,000

Sponsor post-dilution

$9,000,000

How the math works

Kicker = exit × kicker %. Sponsor pro-rata post-kicker = (exit − kicker) × sponsor %.

$50M × 10% = $5M kicker. Sponsor 20% of $50M = $10M original vs $45M × 20% = $9M post = $1M dilution.

How to Use

  1. Enter total equity value at exit.
  2. Enter sponsor equity %.
  3. Enter kicker warrant %.
  4. Enter LP equity %.
  5. Enter hold years.
  6. Read dilution impact.

Frequently Asked Questions

What's an equity kicker?

A warrant or convertible equity feature attached to a debt instrument, giving lender additional upside beyond interest. Common in mezzanine debt (5-20% warrant coverage), preferred equity (step-up), and distressed debt workouts (equity kicker for debt concession). Provides lender 'skin in the game' on outcome, partially offsetting lower interest rate they'd accept. Dilutes sponsor equity at exit.

Why accept a kicker?

Lender accepts lower interest rate (100-200 bps discount) in exchange for equity participation at exit. Effectively monetizes future upside today. For sponsor, it's cheaper debt today at cost of future equity dilution. On value-add deals with significant expected appreciation, kicker can be very valuable for lender — sponsor should model carefully.

Typical kicker structures?

Warrant on common equity: 5-15% coverage of loan amount. Preferred equity conversion: 1.2-1.5x money multiple trigger. Profit participation: 10-20% of net sale proceeds above hurdle. Mini-mini-perm: lender gets equity in property entity itself (0.5-3% typical). Combined with lower rate, kicker returns match or exceed mezz rates. Structure depends on market.

How does dilution math work?

Exit proceeds × kicker % = lender equity take. Subtract from sponsor + LP equity pool. On $50M equity exit with 10% kicker: $5M to lender, $45M for sponsor/LP. If sponsor was 20% of equity ($10M at formation), sponsor dilution = $1M (to $9M). Adjust for waterfall (LP pref eats into sponsor first). Detailed modeling required — simple % dilution often misleading.

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