Commercial Real Estate Gap Financing Indicative Termsheet
Financely structures, underwrites, and places gap capital for acquisitions, refinances, development, and rescue situations. Instruments include preferred equity, mezzanine debt, stretch senior, and interim bridge-to-perm. Where senior proceeds fall short, we close the gap alongside a clear plan to stabilization or exit. Third party bank and counsel costs are for the client’s account.
Key Parameters
Borrower & Asset Types
- SPV PropCo with ring-fenced security package
- Multifamily, industrial, logistics, select retail, office by exception, hospitality case by case
- Stabilized, transitional, or development with credible budget and timeline
Facility Size, Tenor, Leverage
- Ticket: USD 5M to USD 150M per asset or portfolio
- Tenor: 18 to 48 months typical, extensions by performance tests
- LTV and LTC: sized to DSCR and Debt Yield at stabilization
Instruments
- Preferred equity with distribution priority and hard covenants
- Mezzanine loan with pledge over HoldCo or PropCo equity
- Stretch senior or A/B structure with blended rate
- Bridge-to-perm with earn-out on leasing or NOI milestones
Use Of Proceeds
- Acquisition shortfall, refinance at maturity, rescue capital
- Capex, TI and LC, construction overruns, interest reserve
- Closing costs, taxes, fees, and approved working capital
Jurisdictions & Governing Law
Documentation is typically governed by New York law or English law. Local mortgages and security follow the law of the asset location. Execution focus includes:
- United States:
state law mortgages or deeds of trust, UCC filings, assignment of leases and rents, opinion letters
- United Kingdom:
English law facility documents, legal charges over real property, share charges, debentures
- EU:
local law mortgages and notarial formalities, registration taxes, step-in rights sized with counsel
- UAE and GCC:
onshore or free zone structures with local perfection and pledge registrations
- Africa selected markets:
local counsel for land title, FX, enforcement, and charge registrations
- Sanctions, AML, tax, FX, and land ownership rules apply in full
Security Package & Tests
- First ranking mortgage or deed of trust, assignment of leases and rents, account control
- Share pledge over PropCo or HoldCo, negative pledge on junior liens unless agreed in intercreditor
- Debt Yield, DSCR, and LTV tests with cure rights and cash traps at agreed triggers
- Reporting: monthly draw requests, quarterly covenant compliance, annual audited financials
Underwriting & Execution Process
1
Intake & Screening
Sponsor track record, asset summary, business plan, budget and timeline, initial KYC and conflicts checks
2
Indicative Terms
Gap sizing, instrument selection, leverage guardrails, covenants, milestones, and timeline
3
Due Diligence
Appraisal, environmental, engineer or QS, title, leases, model audit, legal diligence, draft LMA or NY-style documents
4
Structuring & Approvals
Credit papers, IC approvals, intercreditor terms, CP checklist, funds flow and reserves
5
Closing & Funding
CPs satisfied, mortgages perfected, reserves funded, drawdown at completion
Fees & Economics
Note: OID, prepayment fees, and earn-out mechanics are lender specific. Details appear in lender term sheets and intercreditor agreements.
Where Gap Capital Fits
- Senior proceeds capped by DSCR or Debt Yield and purchase price remains short
- Bridge takeout delayed, rate cap costs or lender re-trade creates a shortfall
- Leasing plan and capex need pref support to reach stabilization
- Construction budget overrun and contingency fully used
FAQ
Do you lend your own balance sheet
No. We act as arranger and underwriter. Funding comes from lenders and credit funds we onboard to the deal.
Why is there an upfront retainer
Underwriting and documentation require 100 to 200 plus hours of work. The retainer funds this work and locks the delivery schedule.
Can fees be netted from proceeds
Success fees are deducted at closing. The engagement retainer is not netted and is non refundable.
How do you size the gap
We size to DSCR and Debt Yield at stabilization, not just LTV. If the business plan does not cover service and exit risk, we will pass.
Prepayment
Make whole or soft call may apply on debt. Pref equity may have a minimum hold and redemption premium. All terms are lender specific.
Markets you avoid
Any asset that fails title, zoning, sanctions, AML, or enforcement standards, or where FX and tax rules block clean cash flow and exit.
Request Your Term Sheet
Share asset details, current senior terms, business plan, capex, and requested gap amount. After screening we send an indicative term sheet with structure, covenants, and fees.
Request Your Term Sheet
This is a non binding, indicative term sheet for discussion. All facilities are subject to due diligence, full KYC and AML screening, lender credit approval, legal documentation, and jurisdictional requirements including security perfection, taxes, FX, and sanctions compliance. Financely acts as arranger and underwriter and does not guarantee funding.