Commercial Real Estate Capital Stack
Gap Funding For Real Estate Investors
Real estate deals fail for one boring reason more than any other: the numbers almost work, but not fully. Senior debt is approved, equity is partly in, and there is still a shortfall that blocks closing. That shortfall is the gap.
Gap funding exists to close that exact problem. If you are an investor with a live purchase, refinance, or repositioning deal, this page breaks down the mechanics and shows how to structure a fundable file.
Financely structures and places gap capital for transaction-ready sponsors. The focus is simple: closeable capital stacks, lender-grade documentation, and faster movement from approval to closing.
What Is Gap Financing In Real Estate?
Gap financing in real estate is subordinate capital used to fill the difference between total project cost and the amount covered by senior debt plus sponsor equity already committed. In plain terms, if a bank funds only part of your capitalization plan, gap financing fills the missing tranche so the deal can close.
Simple formula:
Total Uses (purchase + closing costs + capex + reserves) minus Senior Debt minus Committed Equity equals Gap Amount.
What Is Gap Funding Used For?
Acquisition Down Payment Support
When lender leverage is lower than your underwriting base case, gap funding covers the missing equity layer needed to close.
Renovation and Repositioning
Shortfall between senior loan proceeds and the capex plan can be covered with a junior tranche tied to value creation milestones.
Bridge-to-Stabilization
Sponsors often need interim capital until NOI stabilizes and a take-out refinance is available on stronger terms.
Time-Sensitive Closings
When purchase deadlines are tight, gap capital can protect the transaction while senior processes continue.
Portfolio Aggregation
Investors buying multiple assets may use gap funding to avoid diluting ownership too early.
Refinance Shortfalls
If refinance proceeds are below expected balance, gap funding can protect continuity and avoid distressed exits.
Gap Funding For Down Payment: When It Makes Sense
Gap funding for down payment needs is common when an investor has strong assets and clear execution capability, but wants to preserve liquidity for operations, capex, or contingencies. It can also make sense when a lender cuts leverage at committee stage and the sponsor does not want to lose the asset.
| Scenario |
Typical Problem |
How Gap Funding Solves It |
| Acquisition with 65% senior loan cap |
Sponsor planned 75% leverage |
Junior tranche fills the 10% shortfall and preserves the closing timeline. |
| Last-minute leverage cut by lender |
Equity check becomes larger than planned |
Gap layer protects the purchase contract and avoids deal collapse. |
| Capex-heavy value-add strategy |
Senior lender excludes part of improvement budget |
Structured junior capital funds the excluded capex scope. |
| Portfolio acquisition |
Need speed without over-dilution |
Gap capital bridges closing, then gets refinanced after stabilization. |
How Does Gap Funding Work?
The mechanics are straightforward. Execution quality is where deals get won or lost.
| Step |
Execution Detail |
| 1) Capital Stack Audit |
Confirm total uses, senior debt limits, equity committed, and the exact gap amount. |
| 2) Structure Selection |
Choose instrument type: mezzanine debt, preferred equity, junior secured debt, or structured bridge tranche. |
| 3) Risk and Return Mapping |
Set coupon, fees, maturity, intercreditor terms, covenants, and exit route. |
| 4) Lender-Ready Packaging |
Prepare underwriting memo, data room index, legal document map, and downside case sensitivities. |
| 5) Counterparty Routing |
Run targeted outreach to counterparties that already finance similar asset type, ticket size, and jurisdiction. |
| 6) Decisioning and Close |
Negotiate term sheet points, align intercreditor mechanics with senior lender, finalize legal documentation, and close. |
Common Gap Funding Structures For Real Estate Investors
Mezzanine Debt
Use case:
sponsor wants debt capital above senior loan with defined tenor.
Trade-off:
higher pricing and tighter covenants than senior debt.
Preferred Equity
Use case:
ownership-level capital where cash flow waterfall is negotiated.
Trade-off:
control rights and economics need careful drafting.
Junior Secured Tranche
Use case:
layered debt stack with clear lien and intercreditor hierarchy.
Trade-off:
documentation is heavier and timing must be managed tightly.
Structured Bridge Gap Tranche
Use case:
short-dated gap while asset transitions to stabilized operations.
Trade-off:
requires a credible refinance or sale exit plan.
What Lenders Want To See Before They Price A Gap Tranche
| Workstream |
Minimum Standard |
Why It Drives Approval |
| Purchase and Legal Docs |
Executed purchase agreement, clean ownership path, enforceable rights |
Legal certainty reduces closing risk. |
| Financial Model |
Income assumptions, downside case, DSCR path, refinance feasibility |
Gap capital is repaid through performance and exit, not optimism. |
| Sponsor Track Record |
Past execution on similar assets, timeline discipline, contractor quality |
Execution history often decides credit committees. |
| Asset-Level Diligence |
Valuation, condition reports, lease profile, market comps |
Stronger diligence lowers loss severity assumptions. |
| Intercreditor Framework |
Priority of payments, cure rights, remedies, standstill terms |
Clear rules prevent disputes at stress points. |
Hard truth:
broad outreach with a weak file does not create competition. It creates fast rejections. Gap funding is placed faster when the structure, legal stack, and repayment path are already coherent before launch.
How Financely Sells And Executes This Service
Financely runs a transaction-led mandate model for real estate sponsors who need to close, not just discuss options. We screen fit, build lender-grade documentation, map the right counterparty set, manage structuring negotiations, and push the file to decision.
If your transaction includes acquisition debt, bridge debt, or layered capital, you can review our full Commercial Real Estate financing services
to see where gap funding sits inside the broader capital strategy.
Service scope is advisory and placement on a best-efforts basis. No guaranteed approvals, no fake timelines, no vague promises.
Need Gap Funding For A Live Real Estate Deal?
Submit your file with target amount, use of proceeds, purchase status, and timeline. We will map the gap and define the execution lane.
FAQ
What is gap financing in real estate?
It is subordinate capital that fills the difference between total project cost and what senior debt plus committed equity already cover.
What is gap funding used for?
Acquisition shortfalls, down payment gaps, capex layers, refinance gaps, and bridge periods before stabilization or refinance.
How does gap funding work?
Define the shortfall, pick the right structure, package the file for underwriting, route to matched lenders, negotiate terms, then close with intercreditor alignment.
Can gap funding be used for down payment?
Yes. Gap funding for down payment needs is common when lender leverage is lower than expected and the sponsor wants to preserve cash for execution.
Who is the best fit for this service?
Post-revenue sponsors and investors with live transactions, clear use of proceeds, and complete documentation.
Does Financely guarantee funding?
No. Mandates are handled on a best-efforts basis and all outcomes depend on underwriting, legal diligence, compliance checks, and final counterparty approval.