Capital Stack

What is the Capital Stack?

The capital stack is the layered structure of financing in a real estate project. It describes the hierarchy of claims on cash flows and repayment rights, typically consisting of senior debt, mezzanine debt, preferred equity, and common equity. Each layer carries distinct levels of risk, control, and return. The capital stack is crucial for allocating risk between stakeholders and determining the cost of capital for a project.

Why the Capital Stack Matters in Real Estate

The capital stack matters in real estate because it shapes investment strategies, lender confidence, and project feasibility. Senior debt offers the lowest cost of capital but comes with strict covenants and priority repayment. Mezzanine debt fills funding gaps but demands higher interest. Preferred equity ensures priority distributions before common equity, which absorbs most risk but captures the greatest potential upside. Understanding the capital stack is essential for structuring deals, negotiating terms, and planning exit strategies.

Example of the Capital Stack in Action

In a $50 million mixed-use development, the financing includes $30 million in senior debt, $10 million in mezzanine financing, $5 million in preferred equity, and $5 million in common equity. Net operating income services senior debt first, then mezzanine interest, followed by preferred equity distributions, with residual profits allocated to common equity holders.

Key Takeaways

• The capital stack defines repayment priority and risk allocation.
• Senior debt is lowest risk, common equity is highest risk.
• Preferred equity offers a hybrid of security and returns.
• Stack structure affects cost of capital and feasibility.
• Exit strategies must account for stack repayment priorities.

Related Terms

• Debt Coverage Ratio (DCR)
• Mezzanine Financing
• Preferred Equity
• Common Equity
• Loan-to-Value Ratio (LTV)