EB-5 Guide
How to Evaluate an EB-5 Regional Center: The 12-Point Checklist
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Capital Stack · Deal Structure · Due Diligence
EB-5 Capital Stack Explained:
How Your $800K Fits Into a Real Estate Deal
An EB-5 capital stack is the layered financing structure of a real estate project — typically senior bank debt, a mezzanine EB-5 tranche, and developer equity — that determines where your $800,000 sits in the repayment hierarchy and what protects it. Understanding this structure is the most critical due diligence skill for any investor evaluating a Regional Center project.
$800KMinimum EB-5 equity contribution (TEA)
60–70%Typical senior debt share of total stack
10–20%Typical EB-5 mezzanine/equity slice
10 JobsRequired per investor, regardless of stack position
EB5Visa.io Editorial TeamJune 11, 202612 min readAttorney Reviewed
Capital Stack Structure
What Is a Capital Stack? The 4 Layers Every EB-5 Investor Must Know
Every real estate project is financed by multiple sources of capital, each occupying a different position in the repayment hierarchy. The lower a tranche sits in the stack, the safer it is — and the lower the potential upside. Your EB-5 capital — structured as a mezzanine loan from the NCE to the JCE — typically sits in the middle of this stack, above senior debt and below developer equity.
Click each layer below to expand its repayment priority, risk level, and EB-5 relevance. The EB-5 preferred equity tranche is highlighted in amber — this is where your capital is deployed.
▲ Highest Risk / Last Repaid
▼ Safest / First Repaid
Click any layer in the stack to see repayment priority, risk level, and EB-5 relevance.
Stack Position Does Not Guarantee Repayment
Repayment priority describes the contractual order of distribution — not the certainty that funds will be available. An EB-5 investor in a mezzanine position may still experience partial or full capital loss if the project fails to generate sufficient proceeds. All EB-5 capital is subject to risk of loss per USCIS at-risk requirements. This article is educational. Consult a licensed securities attorney and independent financial advisor before making any investment decision.
Deal Structure Tools
Evaluate Any EB-5 Deal: Three Investor Tools
Use these three tools to evaluate the structure of any EB-5 offering — from high-level loan vs. equity comparison, to line-item term sheet review, to project-type benchmarking across the four major categories.
EB-5 capital may be structured as a NCE loan to the JCE (most common) or as direct equity into the JCE. These structures have materially different protections — understand both before evaluating any offering.
Feature
EB-5 as Loan to NCE
EB-5 as Direct Equity
Structure
NCE lends to JCE at fixed contractual terms
NCE takes direct ownership stake in JCE
Investor Protections
Loan agreement, promissory note, pledge of JCE assets
Operating agreement rights; may have preferred return
Priority in Repayment
Debt repaid before equity in any liquidation event
Equity shares residual — subordinate to all debt
Collateral
Pledge of JCE assets, personal guarantees common
Ownership interest only — no separate collateral
Typical Projects
Large hotel, multifamily, mixed-use developments
Infrastructure, smaller RC projects, rural deals
USCIS Treatment
Capital must still be "at risk" — loan must be to JCE
Equity contribution — must meet at-risk standard
Risk Profile
Generally lower (debt seniority over equity)
Generally higher (no debt floor protection)
PPM Disclosure
Loan terms, rate, maturity date must be disclosed
Ownership %, distribution waterfall must be disclosed
Deal Quality Screener
Is This Deal Structured Well? The 5-Criteria Readiness Scorer
Before committing capital, screen any EB-5 offering against these five structural benchmarks. Projects that score well across all five criteria have historically demonstrated stronger investor protections — though past structure does not guarantee future outcomes.
Educational Benchmarks Only
These are educational benchmarks only. Engage a licensed securities attorney and independent financial advisor to evaluate any specific offering. Capital stack metrics alone do not determine investment suitability or safety.
A well-structured deal typically meets all 5 of these criteria. Use this as your minimum screening bar before requesting a full PPM review from your attorney.
Senior Debt < 65% LTV
Lower LTV creates more buffer between the bank's collateral position and the EB-5 mezzanine tranche.
Completion Guarantee in Place
A creditworthy completion guarantee is among the most critical investor protections in any EB-5 deal.
EB-5 < 25% of Total Stack
EB-5 comprising a smaller share of the total stack means more debt and equity cushion protecting your capital.
Reserve Fund ≥ 6 Months
A funded reserve (not projected) covering ≥6 months of debt service protects against lease-up and operational delays.
Developer Equity ≥ 10%
Meaningful sponsor equity signals commitment and aligns developer incentives with investor capital preservation.
Continue Your Research
Editorial Disclaimer: This article is published for educational and informational purposes only. EB5Visa.io is not a registered broker-dealer, registered investment adviser, or law firm. Nothing in this article constitutes investment advice, legal advice, or a solicitation to purchase or sell any security. EB-5 immigration regulations change frequently. Always consult with a qualified, independent immigration attorney and financial adviser before making any investment decisions.