Debt service and financing structure
Two constraints govern the financing structure in each direct-hold limited partnership: the loan-to-value limit set by the lender, and the 1.20× Interest Coverage Ratio (ICR) floor established as a covenant in the partnership's governing agreement. Commercial real estate acquisitions are routinely financed with a combination of equity and mortgage debt. These two constraints determine the maximum mortgage quantum for a given asset, the interest obligation the ICR covenant tests against before further secured debt can be issued, and the interest rate risk profile of the investment.
Key takeaways
- The mortgage debt in each direct-hold LP is secured against that LP's specific property; lenders have no recourse to the properties of other LPs or to the equity of the parent holding company absent specific guarantees.
- Debt size is constrained by the lender's loan-to-value (LTV) limit and by the 1.2× ICR floor established as a covenant in the partnership's governing agreement.
- Fixed-rate mortgage debt reduces income statement volatility during the fixed term but creates refinancing exposure at maturity; floating-rate or variable-rate debt creates immediate income sensitivity to benchmark rate changes.
Loan-to-value constraint
Commercial mortgage lenders set a maximum loan as a percentage of the property's appraised value. At 65% LTV, for example, a property appraised at $10,000,000 supports a mortgage of $6,500,000; the remaining $3,500,000 of value must be funded with equity from the LP unit holders. The LTV ratio is assessed at origination and may be tested again at refinancing or covenant review dates.
Amortisation and interest-only periods
Commercial mortgages are structured with varying combinations of principal amortisation and interest-only periods. An interest-only loan requires no principal repayment during its term; on maturity, the full original principal is due (a "bullet" repayment). An amortising loan requires scheduled principal repayment during the term, reducing the outstanding balance over time and building equity in the property through debt paydown.
Interest-only periods — common in commercial real estate at origination — reduce the annual cash outflow during stabilisation or lease-up phases, when occupancy is building toward stabilised levels and NOI may not yet fully support amortising debt service. When the property reaches stabilised occupancy, the mortgage terms typically shift to amortising; the higher cash requirement of the amortising schedule is accommodated by the higher stabilised NOI.
The direct-hold LP's ICR calculation uses total interest obligations, not total debt service (principal plus interest). An interest-only mortgage with a given interest cost produces the same ICR test result as an amortising mortgage with the same interest rate and a lower outstanding principal; the principal repayment portion of a fully amortising mortgage is not included in the denominator of the ICR test.
Interest rate risk
The interest rate on a commercial mortgage can be fixed for the term or floating based on a benchmark rate plus a credit spread. Fixed-rate mortgages protect the LP from interest rate increases during the term and lock in a predictable debt service cost. At maturity, the mortgage must be refinanced at the then-current market rate, which may be materially higher or lower than the original rate.
Floating-rate mortgages expose the LP to immediate changes in debt service cost as benchmark rates move. An upward movement in benchmark rates increases interest expense and reduces the ICR, potentially constraining the LP's capacity to issue further secured debt if the rate increase is sufficient to breach the 1.20× floor.
Refinancing risk
At mortgage maturity, the LP must either repay the outstanding principal or refinance with a new mortgage. Refinancing risk arises when credit conditions, property values, or lender appetite have deteriorated since the original financing: the available mortgage quantum may be lower (due to LTV compression or a decline in the LP's ICR), and the interest rate may be higher. If the available refinancing proceeds are insufficient to repay the maturing mortgage, the LP must inject equity capital from its unit holders or sell the asset to repay the lender.
This refinancing risk is a structural feature of time-limited mortgage financing and is not specific to direct-hold structures; it applies to all commercially financed real estate assets.
See also
- Distribution declaration mechanics — how the ICR constraint interacts with the distribution declaration process
- Asset vehicle isolation — how mortgage creditors are limited to the asset of the LP in which they lend