Understanding the Capital Stack in Commercial Real Estate

Jun 15, 2024

Understanding the Capital

Understanding the Capital Stack: A Key to Successful Commercial Real Estate Investments
In the world of commercial real estate, understanding the capital stack is crucial for both investors and brokers. At Atlantic Commercial Lending, we believe that a well-structured capital stack can be the difference between a successful investment and a financial misstep. In this blog post, we'll break down the components of the capital stack, explain its importance, and show how it can impact your commercial real estate investments.

What is the Capital Stack?
The capital stack refers to the hierarchy of financial claims or layers of financing used to fund a real estate transaction. It determines the order in which investors and lenders are paid back in case of a sale or liquidation of the property. The capital stack typically includes the following components, listed from the most secure (lowest risk) to the least secure (highest risk):

Senior Debt
Mezzanine Debt
Preferred Equity
Common Equity
Components of the Capital Stack
Senior Debt

Position: First
Risk Level: Lowest
Return: Lowest
Description: Senior debt is the primary loan secured by the property. It has the first claim on the property's cash flow and assets in case of default. Because it is the most secure form of financing, it typically offers the lowest return but comes with the lowest risk.
Mezzanine Debt

Position: Second
Risk Level: Medium
Return: Medium to High
Description: Mezzanine debt is a hybrid of debt and equity financing. It sits between senior debt and equity in the capital stack. In case of default, mezzanine lenders can convert their debt into an ownership interest in the property. This layer offers higher returns than senior debt due to its higher risk.
Preferred Equity

Position: Third
Risk Level: Medium to High
Return: Medium to High
Description: Preferred equity investors have a higher claim on the property’s cash flow than common equity investors but lower than debt holders. Preferred equity typically comes with fixed returns and may have additional protective covenants.
Common Equity

Position: Last
Risk Level: Highest
Return: Highest
Description: Common equity represents the ownership interest in the property. Common equity investors are the last to be paid in the event of a sale or liquidation. Because of the higher risk, this layer offers the potential for the highest returns. Common equity holders benefit from any upside in the property’s value and cash flow.
Why is the Capital Stack Important?
Risk Management

Understanding the capital stack helps investors assess the risk associated with each layer of financing. Senior debt is the safest, while common equity carries the most risk. By knowing where an investment sits in the capital stack, investors can make informed decisions based on their risk tolerance.
Investment Returns

Each layer of the capital stack offers different returns. Investors seeking stable, lower-risk returns might prefer senior debt, while those looking for higher potential returns might invest in common equity. The capital stack helps match investment strategies with financial goals.
Financing Flexibility

A well-structured capital stack provides flexibility in financing. It allows property owners to leverage different types of capital to optimize their capital structure, potentially reducing the overall cost of capital and enhancing returns.
Priority of Payments

The capital stack determines the order of payments in the event of cash flow distributions, sales, or foreclosures. Understanding this hierarchy is crucial for investors to know when and how they will be paid.
How Atlantic Commercial Lending Can Help
At Atlantic Commercial Lending, we specialize in helping clients navigate the complexities of the capital stack. Our team of experts can assist in structuring the optimal mix of senior debt, mezzanine debt, and equity to meet your investment objectives. Whether you are a seasoned investor or new to commercial real estate, we provide tailored financial solutions to help you achieve success.


The capital stack is a fundamental concept in commercial real estate investment. By understanding its components and how they interact, investors can better manage risk, optimize returns, and make more informed investment decisions. At Atlantic Commercial Lending, we are committed to providing the expertise and support needed to navigate the intricacies of the capital stack and achieve your financial goals.

For more information on how we can assist with your commercial real estate financing needs, contact us today!

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