Project Finance & Investment Structuring for Real Estate Development
How NexaPrime designs the capital structure and investment vehicle for each development project, and which reviews happen before a structure is proposed.
In this business, project finance is not a single development loan arranged at the end of planning. NexaPrime Development works as a Real Estate Operating Company (REOC): for each project it designs the capital structure and selects the investment vehicle that fits that project, then runs the project through a structure that sits above project-specific SPCs. Senior and junior loans, mezzanine and equity are combined per deal rather than copied from a template. Because the land position, the permitting path and the exit plan decide what lenders and investors can accept, the structure is shaped by those three things first, and priced later.
How the capital stack is built
A project can use several layers of capital at the same time instead of relying on one loan. Senior debt, junior debt, mezzanine financing and equity can all appear in the same structure, and the mix is designed for each project individually depending on the asset type, the market and the exit plan.
Senior debt
The first layer of a project, secured against the asset and the cash flow it produces once the project is operating.
Junior debt
A second loan layer that sits behind the senior lender and absorbs a different part of the risk profile.
Mezzanine financing
A bridge between debt and equity, used where the project needs more capital than the lending layers comfortably provide.
Equity investment
Capital from sponsors and investors that takes the residual position in the project, above the debt layers.
The proportions are never fixed in advance and are not published as standard terms. Interest rates, leverage and loan amounts are determined project by project, because the same asset in two countries can carry very different risk for a lender. What can be described up front is the logic of the structure; the numbers are decided when the land position, permitting path and exit plan are clear enough to be reviewed.
Choosing the investment vehicle
The vehicle is the legal container that holds the project. It is chosen per project, based on the characteristics of that project and on the regulatory and tax environment of the country where it sits. The same project idea can require a different vehicle in a different jurisdiction.
NexaPrime works through a structure that sits above project-specific SPCs. Each project keeps its own vehicle, while the development, legal, tax and operating decisions are coordinated from one level above them.
SPC (special purpose company)
A company created for a single project so that the land, the permits, the debt and the liabilities live inside that project and not inside the parent.
PFV (project finance vehicle)
A development company shaped around the project and the financing, structured in the form that lenders and local rules require.
REITs
A listed or unlisted vehicle that holds income-producing real estate and collects investor equity against it, useful where the asset is meant to be held and operated.
Funds
A pooled vehicle that brings several investors into one strategy or a set of projects, used where capital is raised across more than one asset.
Where financing sits in the seven-step development chain
Every project runs through the same sequence: land sourcing, permits, PF, design, construction, operations and exit. Financing is arranged at the third step, but what is possible there has already been decided by the first two. This is why the chain is read backwards before a structure is proposed.
- 1
Land Sourcing
Defines what can be built and therefore what can be financed.
- 2
Permits
Defines whether the project is bankable at all.
- 3
PF
Where the capital structure is arranged and committed.
- 4
Design
Turns the approved programme into something that can be built and priced.
- 5
Construction
Draws the capital down against progress and quality.
- 6
Operations
Produces the income the structure was sized against.
- 7
Exit
Realises the return through sale, refinancing or a vehicle transfer.
A site with a clean title and an approved permitting route can support a deeper capital stack and a wider set of lenders and investors. A site with an unresolved ownership question or an unclear permitting authority narrows the options, whatever the building programme looks like on paper. By the time PF is reached, the structuring question is no longer what the project would like to borrow, but what the land and permits already allow.
What gets reviewed before a structure is proposed
Before any structure is put forward, five practical questions are worked through. They are framed here as questions you should be able to answer about your own project, because a structure built on an unanswered question is a structure built on an assumption.
The country's regulatory environment
Which authority approves this project, and what does it require before it will?
Each market is reviewed for how development is regulated, how foreign ownership is treated and what discretion sits with the approving body.
Permits and the permitting path
Is the route from application to approval clear, and whose consent does it depend on?
The permitting path is mapped before the structure is designed, because a condition attached to a permit becomes a condition attached to the financing.
Tax and legal risk
Where is the income taxed, and which contracts carry the risk?
Tax treatment and legal exposure are reviewed together with the corporate structure, so that the vehicle is not chosen before the tax position is understood.
Corporate structure design
Which entity holds the land, the debt and the operating income?
The corporate structure is designed to fit local rules and the exit plan, keeping project liabilities inside the project.
The expert network behind the review
Who signs off on the legal, tax and accounting assumptions?
Legal, tax, accounting and litigation specialists are brought in through a dedicated network that monitors risk across the life of the project.
Where NexaPrime operates
Development finance is local by nature, so the structuring work is done in the market where the project sits, with teams based near it and partners who know the local process.
Regions
- Asia
- Middle East GCC
- Russia & CIS
- North America
- Oceania
Offices
- Seoul
- Dubai
- Singapore
- Ho Chi Minh
- Los Angeles
- Sydney
Project types
- New town
- Industrial park
- Commercial
- Residential
- Infrastructure
- Smart city
Common structuring mistakes
These are the recurring problems that appear in development structuring. They are general professional observations, not findings from a study, and each one is cheaper to avoid than to correct.
Choosing the vehicle before the permitting path is clear
An SPC or PFV is assembled, capital is lined up, and only then does it become clear which approvals are needed and who grants them. The vehicle usually has to be revisited, and the cost of that revisit falls on the schedule.
Point 01Treating the tax structure as an afterthought
Tax is often reviewed once the commercial terms are agreed. By then the entity holding the asset, the place income is recognised and the exit route may all be fixed, and each of them carries tax consequences that are difficult to move later.
Point 02Mixing project liabilities with the parent company
When the land, the debt and the construction obligations sit in the same entity as other businesses, one project problem becomes a group problem. Keeping liabilities inside the project vehicle is a structuring decision, not just an accounting one.
Point 03Assuming one country's financing model transfers unchanged
A structure that works in one market is not portable as-is. Ownership rules, approval bodies and tax treatment differ, so the model has to be rebuilt against local requirements rather than copied.
Point 04Frequently asked questions
Questions that come up from landowners, investors and partners when a project finance structure is discussed.
Moving a structure after lenders are committed is possible but expensive, because the vehicle holds the land, the permits and the security. That is why the regulatory, permitting and tax review happens before the financing is negotiated rather than after. Where a change is unavoidable, it is handled as a restructuring of the project company with the lenders involved.
How the REOC model works
The operating company sits above project-specific SPCs and runs the full seven-step chain.
Read the operating company pageDiscuss a project
Tell us the project type, the region and where you stand today, and we will review the fit.
Go to the contact pageStart with the project, not the structure
Send us the project type, the region, the current stage, and your land or capital position. With that, the review order, the likely vehicle and the capital stack can be discussed concretely.