We provide lender-ready capital raise packaging and debt or equity placement support for business owners and buyers looking to secure serious term sheets and close funding on a defined timeline.
For business owners and acquirers pursuing private debt or equity, submit your deal for review. We revert within one working day with next steps and either a quote for our services.
For pre-submission discussions, we offer paid consultations. To initiate underwriting and lender outreach, submit the deal.
Commercial Real Estate Finance Risk Control
Not every expensive lender is predatory. Some deals are genuinely risky and priced that way. The problem starts when pricing is unclear, control rights are hidden, conditions are impossible to satisfy, or the lender uses the term sheet to trap the borrower into fees, deposits, and no-shop periods before the file has a real path to close.
If you are raising debt for a commercial real estate acquisition, bridge loan, refinance, or construction phase, you need to review the term sheet like a legal and underwriting document, not a marketing summary. Most losses happen because sponsors focus on the headline rate and ignore the control terms.
In commercial real estate finance, predatory behavior often appears as a pattern, not a single clause. A lender may present a competitive coupon, then recover economics through points, legal fees, reserve traps, extension fees, default interest, forced escrows, and tight covenants that push the borrower into a refinance crisis.
Headline pricing looks acceptable, but total cost balloons after origination fees, exit fees, legal charges, reserves, and extension costs are added.
Cash management, approvals, leasing controls, and transfer restrictions are drafted so broadly that the borrower loses day-to-day operating flexibility.
Close conditions are vague or subjective, giving the lender an easy path to delay, reprice, or walk while keeping fees and deposits.
Lockouts, yield maintenance, defeasance, or prepayment premiums make a refinance or sale uneconomic even when the property performs.
A strong sponsor screens counterparties before sharing a full file. That saves time and protects your team from fake lenders, fee collectors, and parties that cannot fund at the size they advertise.
This is the section most borrowers rush through. Slow down here. The term sheet sets the negotiating map for the loan documents. If a term is unclear now, it usually gets worse in the commitment letter or credit agreement.
| Term Sheet Item | What To Check | Why It Matters | Red Flag |
|---|---|---|---|
| Loan Amount And Basis | Is sizing based on loan-to-value, loan-to-cost, debt service coverage, debt yield, or a mix? | Borrowers often assume the headline amount is fixed when it is still subject to appraisal, underwriting, or lower cash flow sizing. | “Up to” loan amount with broad lender discretion and no clear sizing tests. |
| Interest Rate Structure | Fixed or floating, benchmark index, spread, floor, day count, and reset mechanics. | Real cost depends on benchmark plus spread, floors, and how interest accrues. | Missing benchmark definitions or vague “market rate at close” wording. |
| Origination Fees And Points | Points, underwriting fees, admin fees, exit fees, and when each is earned. | Total cost can move sharply above the quoted coupon. | Multiple layered fees and non-refundable amounts before full diligence milestones. |
| Lender Legal And Third-Party Costs | Who pays appraisal, engineering, environmental, counsel, and whether costs are capped. | Uncapped costs can become a hidden economic transfer. | Borrower pays “all lender costs” with no cap and no approval rights. |
| Good Faith Deposit | Amount, where it is held, refund rules, and what happens if the lender declines. | Deposit disputes are common when the lender controls the release conditions. | Large non-refundable deposit before term sheet conditions are clear. |
| Exclusivity / No-Shop | Duration, scope, carve-outs, and whether it survives lender delays. | Locks the borrower while time and leverage disappear. | No-shop with no lender response deadlines or no performance obligations. |
| Term And Extensions | Base term, extension options, extension fees, and extension conditions. | Some “extensions” are illusory because conditions are too strict. | Extension requires lender consent only, new underwriting, or repricing at lender discretion. |
| Amortization And Balloon | Interest-only period, amortization schedule, and balloon at maturity. | Maturity risk can be severe even if monthly payments look manageable. | Balloon risk not acknowledged in the sponsor’s exit plan. |
| Recourse And Carve-Outs | Non-recourse structure, guarantors, and carve-out triggers. | “Non-recourse” can become personal liability if carve-outs are broad. | Carve-outs drafted as open-ended conduct standards without limits. |
| Default Interest And Late Charges | Default rate increment, late fees, compounding, and cure rights. | Small defaults can snowball into a forced restructuring. | High default rate plus immediate cash sweep and broad event-of-default definitions. |
| Prepayment Terms | Lockout, step-down, yield maintenance, defeasance, and assumptions. | Exit flexibility directly affects refinance and sale strategy. | Severe prepayment economics not modeled in the borrower’s hold period plan. |
| Cash Management | Lockbox, springing cash management triggers, waterfall, reserve releases. | Cash control terms can shift operating control long before a formal default. | Low trigger thresholds and lender discretion over reserve release timing. |
| Reserves | Tax, insurance, leasing, tenant improvement, capital expenditure, and interest reserves. | Reserves protect lenders but can reduce borrower liquidity materially. | Open-ended reserve requirements sized later by lender. |
| Covenants And Reporting | Debt service coverage, debt yield, occupancy, leasing tests, reporting frequency. | Operational covenants can trigger cash sweeps or defaults if unrealistic. | Frequent reporting and tight covenants with no cure periods. |
| Conditions Precedent | Appraisal, PCA, environmental, estoppels, SNDA, title, zoning, organizational docs. | A term sheet with loose conditions can hide major execution risk. | Subjective conditions such as “acceptable to lender in all respects.” |
| Transfer And Assumption Rights | Permitted transfers, affiliate transfers, partial interests, and assumption process. | These terms affect future recapitalizations and exits. | Near-total transfer restrictions with high consent fees. |
| Assignment By Lender | Can lender assign freely, and to whom? | Your lender at closing may not be your lender six months later. | Unlimited assignment to distressed buyers with no notice or borrower protections. |
If the term sheet is loaded with “subject to underwriting,” “subject to committee,” and “subject to market” language, it may be only a teaser. Ask what is already approved and what is still open.
A fair structure should state when fees are earned and when deposits are refundable. If the lender can keep fees after it fails to close for internal reasons, the economics are one-sided.
Sponsors focus on the label “non-recourse” and skip the carve-outs. Read every guaranty trigger. The risk lives in the carve-out definitions and remedies.
A springing cash management clause can hand over operating cash control based on debt service coverage, occupancy, or reporting defaults. Model how fast that can happen.
The usual sequence is simple. A sponsor signs a term sheet fast because the purchase agreement clock is running. The lender collects a deposit, starts third-party reports, then adds reserves, reduces proceeds, and tightens recourse language late in the process. The sponsor has lost time, leverage, and alternatives, so they accept terms they would have rejected at the start.
The fix is not paranoia. The fix is process discipline, term sheet review, and side-by-side comparisons before exclusivity starts.
We help borrowers and sponsors review commercial real estate debt proposals before they get boxed into one-sided structures. That includes term sheet comparisons, fee mapping, covenant stress review, cash control analysis, and identifying the clauses most likely to create refinance or closing risk later.
We do not replace your lawyer. We work alongside counsel so the legal review is focused on the economic and control terms that matter most to the transaction.
If you have a bridge loan, refinance, acquisition loan, or construction-related term sheet and want a straight answer before signing, send it in. We can review the economics, fees, covenant structure, reserve mechanics, recourse language, and prepayment terms to help you spot what is standard, what is aggressive, and what could hurt your exit.
A useful submission includes the term sheet, property summary, rent roll or operating snapshot, purchase agreement or refinance objective, sponsor structure, and timeline to close.
Submit Your DealNo. Some assets and sponsor situations are higher risk. The real test is whether the total economics and control terms are transparent, proportional, and executable.
They focus on the coupon and loan amount, then ignore reserves, prepayment restrictions, default interest, recourse carve-outs, and cash management terms.
Sometimes yes, but the amount, holder, use of proceeds, and refund rules must be clear and objective. Do not treat deposit language as routine boilerplate.
It is dangerous when it locks the borrower while the lender has no hard timeline, no underwriting milestones, and broad rights to reprice or decline late.
Yes. Non-recourse loans often include guaranties and carve-outs. The actual risk depends on the carve-out triggers and remedies, not the label alone.
Plans change. Sale, refinance, partner exits, and recapitalizations happen. If prepayment economics are punitive, they can block otherwise sensible options.
Yes, if the broker’s role, compensation, and lender access are clear. Problems start when a broker presents itself as principal capital and hides the chain.
Before you sign exclusivity or pay material deposits. Early review is cheaper than fixing a bad structure after timing pressure builds.
Informational only for commercial audiences. This page is not legal advice, tax advice, or lending advice. Financing terms vary by lender, asset, jurisdiction, and borrower profile. Any mandate with Financely is subject to underwriting, KYC and AML checks, sanctions screening, legal review, and third-party approvals.
Financely advises growth-focused businesses on accessing capital by introducing their opportunities to professional investors. Financely is not a securities broker or dealer. Where appropriate, engagements are coordinated with regulated broker-dealers, investment banks, legal counsel, and other specialists.
Financely does not solicit, offer, or accept orders to buy or sell securities and makes no assurance regarding capital-raising outcomes.
Services are strictly business-to-business. Financely does not provide personal finance, consumer credit, or retail advisory services.
Advisory services are reserved for post-revenue companies that recognize the time and resources required for professional underwriting.
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All mandates start with an RFQ. We review submissions, issue a brief Go/No-Go memo, and where bankable, release a Term Sheet that leads to funding. We arrange capital across Senior Secured, Unitranche, Second Lien/Mezzanine, Preferred Equity, and Gap Solutions. We do not process deals by email or chat.
Letters of Credit, Standby LCs, Confirmations, Receivables Finance, and Inventory Lines with control.
Funding arranged for trade flows with instruments sized to your cycle and aligned to delivery and settlement.
Move forward to secure working capital and keep goods moving. Submit the RFQ to start underwriting for funding.
Limited or non-recourse structures for energy and infrastructure with lender-ready materials.
Funding solutions aligned to project cash flows with credible covenants and conditions to reach notice to proceed.
Advance the file to termable status. Submit the RFQ so we can underwrite and secure funding.
Debt and Preferred solutions anchored on cash flow, Quality of Earnings, and clear closing mechanics.
Funding across senior, unitranche, and preferred to match stable cash flows and acquisition timelines.
Get financed on workable terms for closing. Submit the RFQ to start underwriting.
Acquisition, development, bridge, and refinance with lender-ready packs and third-party reports managed.
Funding calibrated to DSCR, leverage, and tenancy with terms designed to close.
Move to a financeable package. Submit the RFQ to initiate underwriting for funding.
KYC and Source of Funds required. Engagements are best-efforts and subject to underwriting. Preference for operating companies with meaningful revenue. See our FAQ and Procedure.
Financely Inc. (“Financely”) provides corporate-finance advice and is wholly owned by Aurora Bay Trust, a trust formed under Bahamian law, together with its authorized affiliates. Depending on deal structure, jurisdiction, and local rules, engagements may be carried out through Financely Group LLC, a non-deposit-taking, non-banking financial company; Ashford Capital Advisory LLC; or another related entity.
Financely and its affiliates are not registered as securities broker-dealers and do not execute securities transactions or hold client funds or securities. When a mandate involves the purchase or sale of securities and a registered intermediary is required, any orders are introduced to and executed by one or more independent U.S. broker-dealers registered with the SEC and FINRA. Those broker-dealers are solely responsible for trade execution, custody, and related regulatory obligations. Nothing in this material constitutes an offer, solicitation, or recommendation to buy or sell any security or to engage in any specific transaction. Before engaging Financely Group LLC, Ashford Capital Advisory LLC, or any affiliate, you are responsible for confirming that such engagement complies with your own legal, regulatory, tax, and other requirements. In the United States, certain advisory activities may be conducted in reliance on exemptions available under the Investment Advisers Act of 1940, including the “foreign private adviser” exemption where applicable. Our services and regulatory status may vary by jurisdiction and by transaction type.
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