Subordinate Financing: Any debt junior to the first mortgage, including second mortgages, mezzanine loans, and preferred equity with debt-like characteristics. Freddie Mac prohibits most subordinate financing on SBL loans.
You found an apartment building you want to buy. The Freddie Mac loan covers 75% of the purchase price. You've got 15% in cash. Where does the other 10% come from? If you're thinking "second mortgage" or "mezz loan," stop. That structure will kill your Freddie Mac deal before it starts.
Why Does Freddie Mac Prohibit Subordinate Debt?
Subordinate financing increases leverage, which increases default risk. When a borrower has both senior and junior debt, they're incentivized to pay the senior lender first—but the total debt burden makes default more likely overall.
From Freddie Mac's perspective:
- Higher leverage = higher default risk: A property with 90% CLTV is riskier than one with 75% LTV
- Split incentives: Subordinate lenders may push for aggressive strategies that harm the senior loan
- Foreclosure complications: Junior lienholders complicate workouts and foreclosure
- Servicing headaches: Intercreditor disputes create delays and costs
What Counts as "Subordinate Financing"?
The prohibition covers more than just second mortgages:
| Type | How It Works | Freddie Mac Treatment |
|---|---|---|
| Second Mortgage | Junior lien recorded against property | Prohibited (with narrow exceptions) |
| Mezzanine Loan | Debt secured by ownership interests in entity | Prohibited |
| Preferred Equity (debt-like) | Equity with mandatory payments or redemption | Prohibited—treated as debt |
| Preferred Equity (true) | Equity with no mandatory payments, subordinate to debt | May be permitted |
| Seller Second | Seller-held note for portion of purchase price | Permitted with restrictions |
The Exception: Seller-Held Seconds
Guide Section 4.6 allows seller-held second mortgages under specific conditions:
Seller Second Requirements
- Seller-held only: Must be held by the property seller, not a third-party lender
- CLTV cap: Combined LTV cannot exceed program maximum (typically 80%)
- DSCR compliance: Combined debt service must still meet DSCR minimums
- No payments for 12 months: Second must be fully subordinate with no payments in year one
- Subordination agreement: Formal intercreditor agreement required (Form 1067)
- 30-year amortization minimum: No balloon payments or short terms
Example that works: You're buying a $5M property. Freddie Mac loan at 75% LTV = $3.75M. Seller holds a 5% second mortgage ($250K) with no payments for 12 months, 30-year amortization, subordinated via Form 1067. Combined LTV = 80%. This can work.
Example that fails: Same deal, but the seller wants 7% interest-only payments starting at closing. This violates the "no payments for 12 months" requirement. Deal dies.
Combined LTV and DSCR Calculations
When subordinate financing is present (seller seconds), Freddie Mac underwrites to combined metrics:
| Metric | Senior Loan Only | With Seller Second |
|---|---|---|
| Property Value | $5,000,000 | $5,000,000 |
| Senior Loan | $3,750,000 | $3,750,000 |
| Seller Second | — | $250,000 |
| Total Debt | $3,750,000 | $4,000,000 |
| LTV / CLTV | 75% | 80% |
Combined DSCR Example
| Item | Senior Only | With Seller Second |
|---|---|---|
| NOI | $375,000 | $375,000 |
| Senior Debt Service | $280,000 | $280,000 |
| Junior Debt Service (after year 1) | — | $18,000 |
| Total Debt Service | $280,000 | $298,000 |
| DSCR | 1.34x | 1.26x |
The Preferred Equity Workaround
Borrowers often ask: "Can I use preferred equity instead of mezz?" The answer is complicated.
True Preferred Equity (May Be Permitted)
Preferred equity that functions like actual equity—not debt—may be acceptable:
- No mandatory redemption: Investor can't force buyout
- No guaranteed returns: Returns depend on property performance
- Fully subordinate: No claims ahead of or equal to senior debt
- No voting control: Can't control operations or force sale
- No remedies: Can't foreclose, accelerate, or take control
Debt-Like Preferred Equity (Prohibited)
Preferred equity with these features is treated as subordinate debt:
- Fixed return requirements: "8% preferred return" that must be paid
- Mandatory redemption: Must be bought out at specific date
- Default remedies: Can take control if returns aren't paid
- Priority payments: Gets paid before other distributions
The Intercreditor Agreement (Form 1067)
When a seller second is permitted, Form 1067 (Subordination, Non-Disturbance and Attornment Agreement) governs the relationship:
| Provision | What It Means |
|---|---|
| Subordination | Junior lien is fully subordinate to senior lien—Freddie Mac gets paid first in any scenario |
| Standstill | Junior lender cannot take any enforcement action without senior lender consent |
| Notice requirements | Junior lender must notify senior lender of any defaults |
| Payment restrictions | No payments on junior debt during senior loan default |
What Happens If You Violate the Prohibition?
Discovered Before Closing
If Freddie Mac discovers prohibited subordinate financing during underwriting:
- Deal is rejected
- Must restructure capital stack
- Time and costs lost
Discovered After Closing
If you add subordinate financing post-closing without consent:
- Loan default: Immediate breach of loan documents
- Acceleration: Lender can call full balance due
- No refinancing: Can't refinance until subordinate debt removed
- Sale complications: Title issues prevent clean sale
Alternative Capital Stack Structures
If you need more leverage than Freddie Mac alone provides, consider these compliant alternatives:
| Structure | How It Works | Considerations |
|---|---|---|
| GP Equity | Bring in equity partners as co-GPs | Shared control, but no debt added |
| LP Equity | Raise LP capital for equity portion | Dilutes ownership but maintains control |
| True Preferred Equity | Non-debt-like preferred equity (see above) | Must meet strict requirements |
| Compliant Seller Second | Seller-held note meeting all Guide requirements | Only works with cooperative seller |
| Bridge Loan First | Use bridge with mezz, then refinance to agency | Higher initial cost, but allows leverage |
Insider Terminology
Key Takeaways
- Default rule is prohibition: Most subordinate financing kills Freddie Mac eligibility
- Seller seconds are the exception: But only with strict compliance to Guide Section 4.6
- Substance over form: Calling it "preferred equity" doesn't make it equity
- CLTV and combined DSCR matter: Even permitted subordinate debt affects your metrics
- Post-closing violations are defaults: Don't add liens without lender consent