Tag Archives: OpportunityZone

How OZ Developers Can Use Forward Sale Structures Before Stabilization

by: Adam Horowitz

Developers Need Capital Before the Asset Is Finished

Many Opportunity Zone developers think about the capital event after the project is complete. The common path is simple: build the asset, lease it, stabilize it, then look for a buyer, long-term capital partner, or refinance.

But in today’s market, waiting until stabilization can create unnecessary risk.

A developer may have a strong Opportunity Zone project, a clear development plan, and a quality multifamily asset in progress. But the capital stack may still need support before the asset reaches stabilization. Construction starts may be delayed. Equity may still be coming together. Senior lenders may want more certainty. Investors may want a clearer exit path.

That is where a forward sale or pre-stabilization acquisition structure can become valuable.

Instead of waiting until the asset is complete to solve the next capital event, the developer can create a framework earlier. The future sale, partnership, or buyout can become part of the capital plan before the project is fully stabilized.

A Sale Does Not Always Need to Wait Until Stabilization

The traditional assumption is that a developer builds the project first, then searches for a buyer after the property is complete and leased.

That approach can work, but it also leaves the developer exposed to market conditions at the end of the project. If rates move, valuations shift, buyer demand slows, or permanent financing becomes harder to secure, the exit may not look the way the developer originally expected.

A forward sale structure helps address that uncertainty.

In a forward sale structure, the developer and capital partner agree on a future transaction framework before the asset is stabilized. The project still needs to be built, leased, and moved toward permanent financing. But the developer has a clearer path for what can happen once the asset reaches the stabilization milestone.

The benefit is not just having a future buyer. The benefit is creating more certainty around the transition from development to stabilized ownership.

Why This Matters for Opportunity Zone Projects

Opportunity Zone projects are not always simple merchant-build developments.

The tax structure, investor requirements, and long-term hold period can make the capital plan more complex. Some investors may want to remain in the asset for the full Opportunity Zone holding period. Others may want liquidity at stabilization. The developer may want to exit, stay in the deal, or continue as a partner after construction is complete.

That creates a structural question, not just a financing question.

Who stays in the deal after stabilization? Who exits? How is the asset valued? What happens to OZ investors? Can non-OZ investors receive liquidity? Does the developer remain involved?

A forward sale structure can help answer these questions before the project reaches the point where time pressure becomes a problem.

Earlier Capital Can Change the Timeline

For qualified OZ developers, pre-stabilization capital can help move a project forward earlier.

A capital partner may provide common equity or other structured capital at the construction start or pre-TCO stage. That capital can help the developer begin construction sooner, support the capital stack, and create more confidence for senior lenders and investors.

The final purchase price can then be determined later, based on the appraised stabilized fair market value of the asset.

This gives both sides a more objective framework. The developer gets a clearer path to capital and exit planning. The capital partner gets a defined opportunity to acquire or participate in a stabilized asset after construction and lease-up risk have been reduced.

The Stabilization Event Becomes the Trigger

The key moment in a forward sale structure is stabilization.

By that point, the property has typically completed construction, achieved lease-up, established operating income, and secured or qualified for permanent financing. The asset can then be valued based on stabilized fair market value, often through an independent appraisal process.

This creates a cleaner transaction framework than trying to negotiate everything from scratch after the asset is finished.

The forward structure gives the parties a path. The stabilized appraisal gives the transaction a value.

Developers Can Preserve Optionality

One of the advantages of a forward sale structure is that it can be designed with multiple outcomes.

In some cases, the capital partner may buy out all equity at stabilization. In other cases, the developer may remain in the deal as a partner or co-manager. In another structure, certain investors may exit while others remain in the ownership structure for the long-term Opportunity Zone hold.

That optionality matters.

The developer does not always need to choose between a full sale and no sale. A forward structure can create a more flexible set of outcomes based on the asset, investor needs, and market conditions at stabilization.

How Lever Can Help

Lever Capital Partners helps OZ developers evaluate whether a forward sale or pre-TCO acquisition structure may fit their project.

That includes reviewing the development timeline, capital stack, construction financing, equity needs, stabilization plan, and long-term ownership goals. Lever can help developers prepare the capital story, identify the right capital partner, and position the opportunity around what forward sale capital providers are actually underwriting.

For developers, the goal is not just to find capital before stabilization. The goal is to create a structure that supports construction, stabilization, permanent financing, and the next ownership phase.

The Bottom Line

For OZ developers, a forward sale structure can turn the future capital event into part of the development strategy.

Instead of waiting until the project is complete to find a buyer or capital partner, the developer can create a framework earlier, bring in capital sooner, and preserve optionality at stabilization.

In today’s market, the most valuable capital partner may not be the one who shows up after stabilization. It may be the one who helps define the path before the project gets there.

Why Stabilized Opportunity Zone Assets Are Attracting Preferred Equity

by: Adam Horowitz

Stabilization Does Not Always End the Capital Need

For many Opportunity Zone multifamily projects, the development story gets most of the attention. Sponsors focus on site control, entitlement, construction financing, lease-up, and eventually stabilization.

But stabilization does not always mean the capital stack is finished.

A sponsor may complete construction, lease the asset, and create a performing multifamily property, only to find that the balance sheet still needs work. Existing debt may need to be paid down. Capital improvements may still be required. Operations may need additional investment. Ownership may want more flexibility. The sponsor may want to hold the asset longer, but the existing capital structure may not fully support that plan.

That is where preferred equity can become relevant.

For some stabilized Opportunity Zone multifamily assets, the next challenge is not development risk. It is recapitalization.

A Stabilized Asset Can Still Need Capital

There is a common assumption that once an Opportunity Zone asset stabilizes, the hardest part is over. In many ways, that is true. Construction is complete, leasing has been established, and the asset may now have operating income.

But a stabilized property can still have a capital problem.

The original construction or bridge financing may be too expensive. The senior debt may need to be reduced. The asset may need additional capital for improvements or operational optimization. The sponsor may want to avoid a forced sale while still creating liquidity or resetting the capital stack.

In today’s market, this issue is becoming more common. Higher rates, tighter underwriting, and lower refinance proceeds can create pressure even when the property itself is performing.

The asset may be working, but the debt stack may still need to be fixed.

Why Preferred Equity Fits the Post-Stabilization Moment

Preferred equity can be attractive after stabilization because the asset has already moved through some of the riskiest parts of the business plan.

Construction is complete. Lease-up is further along. The property has a clearer valuation. Operating performance is easier to measure. The capital provider is no longer underwriting only a future development plan. They are looking at a real multifamily asset with a more established income profile.

That makes preferred equity a useful option for certain Opportunity Zone owners.

Preferred equity can help pay down existing debt, fund capital improvements, support operational improvements, and create a more flexible capital structure. It can also help sponsors avoid a full sale or a more dilutive common equity recapitalization.

This is especially important for Opportunity Zone assets, where the long-term hold period and tax structure can make ownership decisions more complicated. Sponsors may not want to sell too early. Investors may want to preserve the OZ strategy. The capital solution needs to fit the real estate and the structure.

Debt Paydown Is Becoming a Real Need

Many sponsors are not looking for capital because the asset is distressed. They are looking for capital because the capital stack was created in a different market.

A loan that made sense during development may not be the right long-term structure after stabilization. A refinance may not provide enough proceeds to fully solve the existing debt. A lender may require lower leverage. A sponsor may need to reduce pressure on the asset before moving into the next phase of ownership.

Preferred equity can help address that problem.

Instead of relying only on a larger senior loan, the sponsor can bring in preferred equity to reduce debt, improve the capital structure, and create more breathing room for the asset.

The purpose is not just to add capital. The purpose is to add capital in a position that supports the long-term strategy.

What Sponsors Should Be Prepared to Show

Preferred equity can be flexible, but it is not automatic. Capital providers still need a clear story.

Sponsors should be prepared to explain the current debt balance, stabilized occupancy, net operating income, valuation, use of proceeds, capital improvement plan, existing lender terms, and long-term ownership strategy.

They should also be able to explain why preferred equity is the right fit instead of a traditional refinance, mezzanine debt, common equity, or a sale.

The best candidates are usually assets where the real estate fundamentals are strong, the sponsor has a credible plan, and the preferred equity solves a specific capital need.

How Lever Can Help

Lever Capital Partners helps sponsors evaluate whether preferred equity is the right solution for an existing stabilized Opportunity Zone multifamily asset.

That includes reviewing the capital stack, identifying the debt paydown need, evaluating use of proceeds, and positioning the opportunity for capital providers that understand both stabilized multifamily and Opportunity Zone structures.

For sponsors, the goal is not simply to find capital. The goal is to find capital that fits the asset’s stage, risk profile, ownership goals, and long-term OZ strategy.

Lever can help sponsors determine whether the asset is a fit for preferred equity, prepare the capital story, and connect with aligned capital sources.

The Bottom Line

A stabilized Opportunity Zone multifamily asset may have passed through the riskiest phase of development, but that does not mean the capital stack is complete.

Sponsors may still need capital to pay down debt, fund improvements, create flexibility, or support long-term ownership.

For OZ sponsors, stabilization may not be the end of the story. It may be the moment when preferred equity becomes the right capital solution.