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Financial Due Diligence

The EB-5 Capital Stack
Explained for Investors

Understanding where your $800,000 sits in the capital stack is the single most important factor in evaluating the financial risk of an EB-5 investment. Learn the difference between Senior Debt, Mezzanine, and Equity.

50-65%Typical Senior Debt
10-30%Typical EB-5 Capital
10-20%Developer Equity
3-5 yrsTypical Loan Term
EB5Visa.io Editorial TeamJune 28, 20268 min readAttorney Reviewed

Anatomy of a Deal

The Tower of Capital

Think of the capital stack as a tower of money. The safest money is at the bottom (paid first), and the riskiest money is at the top (paid last). Select a layer to explore its risk and return profile.

Select a layer in the stack to see detailed risk and return profiles.

Deep Dive Tools

Evaluate Your PPM

Use these tools to analyze the financial structure detailed in a project's Private Placement Memorandum (PPM).

The Repayment Waterfall

When a project is sold or refinanced, proceeds are distributed in a strict legal order known as the "waterfall." EB-5 investors must wait for senior lenders to be made whole.

1

Project Completion

The real estate project is built and reaches operational stabilization.

2

Refinancing or Sale

The developer sells the property or secures a permanent loan to pay off construction lenders.

3

Senior Debt Repaid

Exit proceeds go directly to the Senior Bank to fully retire their first-position loan.

4

Mezzanine Debt Repaid

Once the bank is whole, proceeds flow down to repay the Mezzanine (EB-5) loan principal.

5

Equity Distributed

After debt is cleared, preferred equity receives capital/returns, followed by the developer.

At-a-Glance

Debt vs. Equity Comparison Matrix

A quick reference guide to evaluating your position in the capital stack.

FeatureMezzanine Debt (EB-5)Preferred Equity (EB-5)
Repayment PriorityHigher (2nd to Bank)Lower (Subordinated to all debt)
Targeted Return RateTypically Lower (4-8%)Typically Higher (6-12%+)
Return TypeFixed Interest RatePreferred Return + Possible Upside
Collateral / SecurityPledge of Equity InterestsNone (Unsecured Equity)
Foreclosure RightsYes (if structured correctly)No (cannot foreclose)

Always Consult a Professional

This guide provides educational frameworks, not financial or legal advice. EB-5 investments are complex securities offerings. Always engage a licensed broker-dealer or financial advisor to conduct independent due diligence on a project's capital stack and PPM before investing.

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Continue Your Research
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Illusory Repayment Guarantees

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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.

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