Demystifying the Capital Stack: Understanding the Layers of Commercial Real Estate Financing

Apr 19, 2024


When it comes to financing commercial real estate projects, understanding the capital stack is essential. The capital stack refers to the various layers of financing that make up the total capital structure of a real estate deal. Each layer in the capital stack has its own risk and return profile, and understanding how these layers work together is crucial for investors, developers, and lenders.

The Layers of the Capital Stack

At the bottom of the capital stack is the senior debt, which is typically provided by traditional lenders such as banks. Senior debt has the first claim on the property in case of default and is considered the safest layer of the capital stack.

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Mezzanine Debt

Above senior debt is mezzanine debt, which is a form of junior debt that sits between senior debt and equity. Mezzanine lenders take on more risk than senior lenders and, in return, receive a higher interest rate. Mezzanine debt is often used to fill the gap between the senior debt amount and the total project cost.

Preferred Equity

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Preferred equity is a hybrid form of financing that combines elements of debt and equity. Preferred equity investors receive a fixed return before common equity holders but do not have voting rights. This layer of the capital stack offers a higher return potential than senior debt but also carries more risk.


At the top of the capital stack is equity, which represents the ownership stake in the property. Equity investors have the highest risk but also the highest potential returns. Common equity holders participate in the cash flow and appreciation of the property.

Key Considerations

  • Understanding the capital stack is crucial for assessing the risk and return profile of a real estate investment.
  • Each layer of the capital stack has its own risk and return characteristics, so investors should carefully evaluate their investment strategy.
  • Diversifying across different layers of the capital stack can help mitigate risk and optimize returns.
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By demystifying the capital stack and understanding the layers of commercial real estate financing, investors can make informed decisions and structure deals that align with their investment objectives.