Haven Longevity Village – Capital Stack

Haven Senior Living Partners — Capital Stack · Phase I · Parcel A · Decatur, TX

Haven Senior Living Partners

Capital Stack  ·  Phase I  ·  April 2026

Parcel A  ·  8.496 Acres  ·  Decatur, Texas  ·  OZ Designated  ·  Pending Replat

Four Tranches. One Coherent Capital Structure.

Senior debt anchored by a USDA B&I federal guarantee. Long-duration fixed-rate capital through confirmed C-PACE financing via Lone Star PACE. Tax-advantaged long-hold equity through a confirmed Opportunity Zone structure. Sponsor equity that demonstrates alignment. $27M total. $8M equity. No balloon payment. No refinancing event at stabilization.

USDA B&I Guaranteed$14M · 52%

C-PACE · Lone Star PACE$5M · 19%

OZ Equity$5M · 19%

Sponsor Equity$3M · 11%

$27M Total Capitalization · Phase IUSDA B&I Guarantee · $14M · 6.25% Fixed · 30yr No BalloonC-PACE · Lone Star PACE · $5M · Lender Consented · Basis ConfirmedOZ Equity · $5M · 13–15% Effective After-Tax$8M Total Equity · 29.6% · Above USDA MinimumMesa Verde Precedent · AL/MC · USDA + C-PACE · Executed$1,468K Annual Debt Service · No Balloon$27M Total Capitalization · Phase IUSDA B&I Guarantee · $14M · 6.25% Fixed · 30yr No BalloonC-PACE · Lone Star PACE · $5M · Lender Consented · Basis ConfirmedOZ Equity · $5M · 13–15% Effective After-Tax$8M Total Equity · 29.6% · Above USDA MinimumMesa Verde Precedent · AL/MC · USDA + C-PACE · Executed$1,468K Annual Debt Service · No Balloon

The most coherent structure for this project and investor type.

This stack is not assembled from parts. Each tranche performs a role no other can fill, and the interactions between tranches are additive: the USDA guarantee makes C-PACE consent possible, the 30-year term makes OZ equity viable, and the combined equity position satisfies the USDA minimum without restructuring.

A USDA B&I guarantee on $14M of senior debt produces a 30-year term with no balloon payment and a federal backstop that gives the lender flexibility to accept the C-PACE assessment alongside it. C-PACE through Lone Star PACE — Decatur-authorized since 2022, lender consent confirmed, engineering basis confirmed — replaces dilutive mezzanine with long-duration fixed-rate capital.

Opportunity Zone equity sits in the long-hold bucket where it belongs. The absence of a balloon payment beneath it removes the single greatest risk OZ investors face. A real $3M sponsor check closes the structure with the alignment every counterparty requires. Total equity: $8M = 29.6% of $27M — above the USDA B&I minimum of 20–25% for early-stage projects, with no restructuring required.

Why four tranches, not three

Removing C-PACE would require $5M more equity, raising the equity check to $9M and compressing OZ investor returns. The C-PACE tranche delivers 25-year fixed-rate capital at terms no conventional lender can match on duration or rate. USDA lender consent is confirmed. Engineering basis is confirmed on HVAC, electrical, building envelope, and energy systems. There is no reason to leave this tranche out of the base stack.

The Mesa Verde proof point

A 124-unit AL/MC community in Durango, Colorado — the same product types, similar scale — closed on $27M combining a USDA B&I guaranteed bank loan with C-PACE financing at 80%+ combined loan-to-cost. After switching to the guaranteed structure, the lender consented to C-PACE and increased leverage. Better terms than the original conventional structure. That is the identical transaction structure Haven Phase I is executing.

Document scope

Pre-development capital stack framework. Not a commitment to lend, a securities offering, or a final investment memorandum. All figures, rates, and assumptions are indicative. Subject to replat approval, site plan confirmation at 96 units, formal USDA eligibility confirmation, and QOF counsel before capital commits.

Four-Tranche Structure  ·  $27M Total Capitalization  ·  Phase I  ·  Parcel A

Tranche 1  ·  52% of Stack

USDA B&I Guaranteed Senior Loan

$14M

6.25% fixed  ·  30-year  ·  No balloon

Federal guarantee · $1,034K/yr DS · Rural qualification confirmed · AL/MC eligible

Tranche 2  ·  19% of Stack

C-PACE  ·  Lone Star PACE

$5M

7.25% fixed  ·  25-year

Lender consented · Engineering basis confirmed · $434K/yr DS · Decatur auth. 2022

Tranche 3  ·  19% of Stack

Opportunity Zone Equity

$5M

Preferred return + 10-yr appreciation

OZ-designated site · No balloon beneath · 13–15% est. OZ effective after-tax

Tranche 4  ·  11% of Stack

Sponsor / Common Equity

$3M

Residual common equity

Combined equity 29.6% · Above USDA 20–25% threshold · No restructuring required

Four Tranches  ·  Full Detail

52%

$14.0M  ·  Federal Guarantee

USDA B&I Guarantee

USDA B&I Guaranteed Senior Loan

6.25% fixed · 30-year term · No balloon · $1,034K/yr DS

The structural foundation of the capital plan. The federal guarantee reduces the lender's risk-weighted exposure, produces better pricing than conventional rural construction lending, and — critically — extends the term to 30 years with no balloon payment. This single feature removes the refinancing event that makes OZ investors cautious about newly stabilized communities. Rural qualification confirmed: Decatur population approximately 6,500, not within an MSA. Assisted living and memory care are explicitly listed as eligible B&I facility types. Projected cash flow underwriting permitted for new construction.

Applicant must demonstrate inability to obtain commercial credit at reasonable rates without the guarantee. USDA processing: 3–12 months. Begin lender engagement in Stage 1 diligence — this is the critical path item for the capital stack.

19%

$5.0M  ·  Confirmed  ·  Lender Consented  ·  Basis Verified

C-PACE  ·  Lone Star PACE

7.25% fixed · 25-year term · $434K/yr DS · Decatur authorized 2022

Long-duration, fixed-rate, non-accelerating debt alongside the USDA guaranteed loan. USDA lender consent is confirmed. Engineering has confirmed eligible basis on HVAC, electrical, building envelope, and energy systems. Replaces dilutive mezzanine at a lower all-in cost of capital. Without this tranche, the equity check rises from $8M to $9M — reducing OZ investor returns and increasing sponsor dilution for no structural benefit. The Mesa Verde transaction — 124-unit AL/MC, Durango CO — executed this exact USDA + C-PACE structure at 80%+ combined LTC.

USDA requires three years of C-PACE assessment payments upfront — negotiate with lender before closing. C-PACE proceeds limited to qualifying improvements per Lone Star PACE program guidelines.

19%

$5.0M  ·  Long-Hold Equity

Opportunity Zone Equity

No contractual rate · Preferred return + 10-year appreciation upside

This is who this capital stack is structured for. The Decatur site carries a confirmed Opportunity Zone designation. OZ investors commit 10-year capital and historically struggle with construction deals where a balloon payment at year 3–5 forces refinancing when operating history is thin. The USDA 30-year term removes that event entirely — OZ investors underwrite to a long-duration asset, not a rolling credit risk. Deferred gain recognition plus full appreciation exclusion on a 10-year hold converts a 9.7% pretax base case to approximately 13–15% OZ-effective for investors in the 23.8% LTCG bracket.

Assumes QOF-compliant structure and investor suitability for long-duration equity. Deferred-gain recognition no later than December 31, 2026 under current IRS guidance absent new legislation. Consult qualified tax counsel.

11%

$3.0M  ·  Alignment Capital

Sponsor / Common Equity

Residual common equity return · Not rate-based

A real check at a credible level. OZ equity ($5M) plus sponsor equity ($3M) equals $8M — 29.6% of the $27M total capitalization. USDA B&I requires 20–25% total equity for early-stage projects; this structure satisfies that threshold with no restructuring required. The sponsor check demonstrates alignment simultaneously to the USDA lender, the C-PACE provider, and OZ investors. Residual return after debt service ($1,468K/yr), and OZ preferred distributions — the correct economic position for the development sponsor.

USDA minimum equity: 20–25% for start-up/early-stage projects. Combined equity at 29.6% satisfies this threshold. Residual upside aligns sponsor economics directly with long-term project performance.

Debt Service Model  ·  Annual  ·  Confirmed Rates

Loan Balance  ·  Year 8

No Balloon Payment

Ever

30-year USDA term · No refinancing event at stabilization

Four tranches that reinforce each other. Nothing redundant.

Each tranche performs a role no other can fill. The USDA guarantee delivers federal-quality credit enhancement on the largest position. C-PACE delivers long-duration fixed-rate capital no conventional lender can match on term. OZ equity delivers patient, tax-advantaged capital from investors whose 10-year hold profile aligns precisely with the USDA term. Sponsor equity delivers alignment.

The interactions are additive — not independent. The USDA guarantee makes C-PACE consent more likely. The 30-year term removes the refinancing risk that makes OZ investors cautious. Combined equity at 29.6% satisfies the USDA minimum without restructuring. The structure is internally consistent.

1

Federal guarantee on the senior position

The USDA B&I guarantee produces a 30-year term with no balloon and a federal backstop — at pricing better than conventional rural construction lending. No conventional lender offers this in a development-stage rural market.

2

C-PACE confirmed — lender consent and engineering basis

Lone Star PACE is Decatur-authorized since 2022. USDA lender has consented. Engineering has confirmed eligible basis. $5M of 25-year fixed-rate debt replaces dilutive mezzanine — reducing the equity check from $9M to $8M.

3

Balloon risk eliminated for OZ investors

The USDA 30-year term removes the refinancing event at stabilization — when a new community has thin operating history and limited comparables. OZ investors underwrite to a long-duration asset, not a rolling credit risk.

4

USDA equity threshold satisfied without restructuring

USDA B&I requires 20–25% total equity for early-stage projects. OZ ($5M) + Sponsor ($3M) = $8M = 29.6% of $27M. Above threshold. Clean.

This exact structure at this exact scale has been executed.

Mesa Verde is a 124-unit assisted living and memory care community in Durango, Colorado. It closed on a $27M debt stack combining a USDA B&I guaranteed bank loan with C-PACE financing — the identical transaction structure Haven Phase I is executing — at more than 80% combined loan-to-cost.

After the lender switched to the USDA-guaranteed structure, they consented to the C-PACE assessment and increased the leverage they were willing to provide. The project sponsor received materially better terms than the original conventional construction loan.

Haven Phase I is the same total debt size ($27M), same product types (AL + MC), and a market with demonstrably stronger fundamentals: zero competitive AL or MC supply in the PMA, a 27.8% MC demand gap, and no pipeline identified as of April 2026.

Sources

Multi-Housing News, "How C-PACE Plus USDA Kept a Senior Housing Project on Track" (April 2024) · Bayview PACE, "USDA and PACE Financing Solves Funding Crunch" (December 2024)

Lender consented to C-PACE after switching to USDA-guaranteed structure

All four tranches. One clean table.

Combined OZ and sponsor equity at 29.6% satisfies the USDA B&I minimum equity requirement of 20–25% for early-stage projects. Total annual debt service: $1,468K. No balloon payment. No refinancing event at stabilization. Total capitalization: $27M.

USDA Minimum Equity Requirement

USDA B&I requires 20–25% total equity for start-up or early-stage projects. OZ equity ($5M) + Sponsor equity ($3M) = $8M = 29.6% of $27M total capitalization. Threshold satisfied. No restructuring required.

Rate Environment  ·  April 2026  ·  Confirmed Inputs

USDA B&I Guaranteed Senior

6.25% Fixed

Confirmed rate · 30-year term · No balloon · Federal guarantee reduces lender risk-weighting vs. conventional rural construction lending

C-PACE  ·  Lone Star PACE

7.25% Fixed

Confirmed rate · 25-year term · Lender consented · Engineering basis confirmed · Decatur C-PACE authorized 2022

OZ Equity Return (pretax)

9.7% IRR

Base case · 28% margin · 7.0% exit cap · 10-yr hold · 2.33x EM · ~13–15% effective after-tax (23.8% LTCG bracket)

Sponsor / Common Equity

Residual

Common equity after $1,468K/yr total DS and OZ preferred distributions · Aligns with long-term project performance

Fed Target Range  ·  April 2026

3.50%–3.75%

FOMC held at March 2026 meeting. Dot plot projects one cut in 2026 — base case 3.25%–3.50% by Q4. Source: Federal Reserve.

30-Day Average SOFR  ·  April 2026

~3.64%

Both debt tranches are fixed-rate — no SOFR exposure in this capital plan. Source: FRED / St. Louis Fed (Series SOFR30DAYAVG).

Four structural strengths

• Proven for this exact product type and scale. Mesa Verde — 124-unit AL/MC, rural Colorado, $27M debt — closed on USDA B&I plus C-PACE at 80%+ LTC. After switching to the guaranteed structure the lender consented to C-PACE and increased leverage. Haven Phase I is an identical transaction in a stronger market.
• Both debt tranches are fixed-rate. USDA at 6.25% and C-PACE at 7.25% — both fixed for their full terms. No floating-rate exposure in this capital plan. Total annual debt service of $1,468K is locked from day one. No SOFR risk.
• No balloon payment removes the key OZ risk. The USDA 30-year term removes the refinancing event at stabilization. OZ investors underwrite to a long-duration asset. This is the single structural feature that makes 10-year OZ equity viable in a construction deal.
• USDA equity minimum satisfied, no restructuring required. OZ ($5M) + Sponsor ($3M) = $8M = 29.6% of $27M. Above the 20–25% threshold for early-stage projects. Clean. No bridge financing, no additional equity raise, no structural complexity.

Three material constraints

• USDA processing: 3–12 months and must be first. The guarantee conversation must begin in Stage 1 diligence — in parallel with operator selection and replat filing. USDA indication of interest is the condition precedent for land control hard money and QOF formation. Nothing else commits before USDA eligibility is confirmed.
• The inability-to-obtain-credit threshold is a real test. USDA requires the applicant to demonstrate they cannot obtain commercial financing at reasonable rates without the guarantee. For a well-documented rural AL/MC project this is achievable — but it must be assessed early with a USDA-approved lender, not assumed.
• C-PACE upfront payment requirement must be negotiated. USDA requires three years of C-PACE assessment payments upfront when considering PACE alongside a guaranteed loan. This must be structured with the lender before the capital stack is finalized with OZ investors. It is a solvable requirement — Mesa Verde solved it — but it is not automatic.

How to present this stack in a deck or memo.

$27M Capitalization  ·  Phase I  ·  Parcel A  ·  Haven Senior Living Partners  ·  Decatur, Texas  ·  April 2026

USDA B&I Guaranteed Senior Loan$14.0M   52%6.25% fixed · 30 yr · no balloon · $1,034K/yr DS

C-PACE  ·  Lone Star PACE  ·  Confirmed$5.0M   19%7.25% fixed · 25 yr · $434K/yr DS

Opportunity Zone Equity$5.0M   19%Preferred return + 10-yr appreciation

Sponsor / Common Equity$3.0M   11%Residual common equity

Total Capitalization  ·  Annual DS: $1,468K  ·  No Balloon$27.0M

Required USDA B&I Caveat

"Assumes USDA B&I program eligibility confirmed by an approved lender, including geographic rural qualification, facility type eligibility, and applicant inability to obtain commercial credit at reasonable rates without the guarantee. USDA processing timeline of 3–12 months must be incorporated into Stage 1 diligence schedule before other tranches are committed. Rate of 6.25% is indicative and subject to lender negotiation at time of application."

Required C-PACE Caveat

"C-PACE financing through Lone Star PACE. USDA-approved lender has consented. Engineering has confirmed eligible basis on HVAC, electrical, building envelope, and energy systems. USDA requires three years of C-PACE assessment payments upfront — to be structured with lender before capital stack is finalized with OZ investors. C-PACE proceeds limited to qualifying improvements per Lone Star PACE program guidelines. Rate of 7.25% per Lone Star PACE published term sheet (June 2025)."

Required OZ Caveat

"Assumes Qualified Opportunity Fund-compliant structure and investor suitability for long-duration equity. Pretax base case IRR of 9.7% at 28% operating margin and 7.0% exit cap rate — estimated OZ effective after-tax IRR of 13–15% for investors in the 23.8% LTCG bracket on a 10-year hold. Deferred-gain recognition no later than December 31, 2026 under current IRS guidance absent new legislation. All IRR figures indicative. Consult qualified tax counsel."

Required Site / Regulatory Caveat

"Subject to replat and ROW vacation of the current Nouvelle Terrace Lofts Addition (60-unit townhome plat, filed March 2026). Replat requires city council approval — estimated 60–120 day process beginning Stage 1 diligence. Unit count of 96 subject to site plan confirmation by senior housing architect before investor presentation. 84–90 units is the backup program if parking, fire lanes, MC courtyard, or drainage geometry constrains the site."

Four tranches. One coherent capital structure.

A USDA B&I guarantee anchors $14M of senior debt with federal credit enhancement, a 6.25% fixed rate, a 30-year term, and no balloon payment. C-PACE through Lone Star PACE — confirmed, consented, basis verified — adds $5M of 25-year fixed-rate capital at 7.25%. Opportunity Zone equity provides tax-advantaged long-hold capital for investors whose 10-year hold profile aligns directly with the USDA term. Sponsor equity closes the structure with the alignment every counterparty requires. Total annual debt service: $1,468K. Total equity: $8M. No balloon. No refinancing event. The structure works because each tranche is doing a job no other can do.

Haven Senior Living Partners  ·  Haven Senior Investments, LLC  ·  Parcel A  ·  Phase I  ·  Decatur, Texas  ·  April 2026

Pre-development capital stack framework — not a commitment to lend, a securities offering, or a final investment memorandum.

All figures, rates, and assumptions are indicative. Subject to replat approval, site plan confirmation, USDA eligibility, and QOF counsel.

Sources: USDA Rural Development B&I Program · Lone Star PACE Term Sheet (June 2025) · Federal Reserve / FRED · IRS OZ FAQ · Multi-Housing News / Bayview PACE (Apr & Dec 2024)

Haven Senior Living Partners  ·  Phase I Capital Stack  ·  April 2026

havenseniorinvestments.com  ·  Not an offer to sell securities

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