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.
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.
Project Completion
The real estate project is built and reaches operational stabilization.
Refinancing or Sale
The developer sells the property or secures a permanent loan to pay off construction lenders.
Senior Debt Repaid
Exit proceeds go directly to the Senior Bank to fully retire their first-position loan.
Mezzanine Debt Repaid
Once the bank is whole, proceeds flow down to repay the Mezzanine (EB-5) loan principal.
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.
| Feature | Mezzanine Debt (EB-5) | Preferred Equity (EB-5) |
|---|---|---|
| Repayment Priority | Higher (2nd to Bank) | Lower (Subordinated to all debt) |
| Targeted Return Rate | Typically Lower (4-8%) | Typically Higher (6-12%+) |
| Return Type | Fixed Interest Rate | Preferred Return + Possible Upside |
| Collateral / Security | Pledge of Equity Interests | None (Unsecured Equity) |
| Foreclosure Rights | Yes (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.