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Subordinate Financing: The Mezzanine Minefield

Why Freddie Mac treats second liens like deal-killing landmines—and the narrow paths around the prohibition.

Definition

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
Key Point
Guide Section 4.6 is explicit: "No subordinate financing is permitted except as specifically provided herein." The default rule is prohibition—exceptions are narrow and specific.

What Counts as "Subordinate Financing"?

The prohibition covers more than just second mortgages:

TypeHow It WorksFreddie Mac Treatment
Second MortgageJunior lien recorded against propertyProhibited (with narrow exceptions)
Mezzanine LoanDebt secured by ownership interests in entityProhibited
Preferred Equity (debt-like)Equity with mandatory payments or redemptionProhibited—treated as debt
Preferred Equity (true)Equity with no mandatory payments, subordinate to debtMay be permitted
Seller SecondSeller-held note for portion of purchase pricePermitted 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:

MetricSenior Loan OnlyWith 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 / CLTV75%80%

Combined DSCR Example

ItemSenior OnlyWith 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
DSCR1.34x1.26x
Warning
Even though the seller second has no payments in year one, Freddie Mac underwrites to the fully amortizing combined payment. The debt service holiday doesn't help your DSCR.

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
Key Point
Freddie Mac looks at substance over form. Calling something "preferred equity" doesn't make it equity. If it walks like debt and quacks like debt, it's prohibited subordinate financing.

The Intercreditor Agreement (Form 1067)

When a seller second is permitted, Form 1067 (Subordination, Non-Disturbance and Attornment Agreement) governs the relationship:

ProvisionWhat It Means
SubordinationJunior lien is fully subordinate to senior lien—Freddie Mac gets paid first in any scenario
StandstillJunior lender cannot take any enforcement action without senior lender consent
Notice requirementsJunior lender must notify senior lender of any defaults
Payment restrictionsNo 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
Warning
Don't assume the lender won't find out. Annual financial reporting, inspections, and any attempt to refinance or sell will surface undisclosed liens. The consequences are severe.

Alternative Capital Stack Structures

If you need more leverage than Freddie Mac alone provides, consider these compliant alternatives:

StructureHow It WorksConsiderations
GP EquityBring in equity partners as co-GPsShared control, but no debt added
LP EquityRaise LP capital for equity portionDilutes ownership but maintains control
True Preferred EquityNon-debt-like preferred equity (see above)Must meet strict requirements
Compliant Seller SecondSeller-held note meeting all Guide requirementsOnly works with cooperative seller
Bridge Loan FirstUse bridge with mezz, then refinance to agencyHigher initial cost, but allows leverage

Insider Terminology

Combined LTV (CLTV)
Total debt (senior + subordinate) divided by property value. Freddie Mac caps CLTV at 80% even when subordinate financing is permitted.
Guide Section 4.6
The Freddie Mac Multifamily Seller/Servicer Guide section governing subordinate financing. The default rule is prohibition; exceptions are narrow.
Intercreditor Agreement
Contract between senior and junior lenders establishing priority, payment waterfalls, and enforcement rights. Form 1067 is Freddie Mac's standard.
Mezzanine Debt
Debt secured by ownership interests in the property-owning entity (not the property itself). Prohibited for Freddie Mac SBL loans.
Preferred Equity
Equity with preferential return rights. True preferred equity (no mandatory payments) may be permitted; debt-like preferred equity is prohibited.

Key Takeaways

Bottom Line
  • 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

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