When managing a capital stack, one challenge borrowers may face is aligning lenders and their varying requirements. 

This can get especially tricky if there are complexities to the transaction or the business plan, which often requires multiple funding sources and additional facets, such as historical tax credits, back-end leverage, preferred equity or a ground lease component, said Ilya Leyvi, a partner at real estate law firm Adler & Stachenfeld. 

The firm is a pure play in real estate law, with its practices — including litigation, corporate, bankruptcy, finance, land use, condominium, affordable/tax incentives and ground leases — relating to real estate.

Leyvi, who chairs the firm's real estate finance practice, oversees complex debt transactions for both borrowers and lenders. His practice often requires coordination among various deal parties, and his goal is to ensure everyone leaves the transaction feeling that their position was heard and carefully considered, he said.

Adler & Stachenfeld develops a roadmap from the start, helping to navigate all parties' interests and plans for different contingencies. This becomes particularly important on development and building conversion projects, which often experience delays or cost overruns that impact financing.

Complicated transactions require proper organization, guidance, rapport and expertise from a legal standpoint, Leyvi said. 

"The transactions we work on often feel like putting together an intricate puzzle, and we need to make sure we fully understand every piece,” he said. “We anticipate challenges, coordinate the various parties and guide our clients through the complexities of the transaction to a smooth closing."

On Sept. 30, Leyvi will moderate the panel on Debt: Cost of Capital, Spreads and Battling for Positions and Returns in the Capital Stack at Bisnow's National Commercial Real Estate Finance event. The panel will dive into how borrowers and lenders are approaching deal structuring today. Click here to register.

In a conversation with Bisnow, Leyvi discusses how CRE transactions have changed over the past five years, the process of navigating complex deals, and how Adler & Stachenfeld's practice helps its clients.

Bisnow: What trends in CRE finance are on your radar?

Leyvi: A lot of deals are becoming more highly structured, and the capital stack is getting a bit more robust. Preferred equity seems to be taking shape and carving out a meaningful space in CRE.   

From 2015 to 2020, standard financing typically included a mortgage loan, then perhaps a mezzanine loan provided by a third-party lender that would go up higher in the capital stack, and then the common equity. 

Now, the capital stack looks more like a senior stretch loan with a mortgage lender taking an accommodation equity pledge, before bringing in a layer of some combination of preferred equity and mezzanine loan, often with an A/B structure or other leverage in the stretch senior position. 

Preferred equity, and its overlap with subordinate debt, has been a crown jewel in our firm for many years now because it blends equity and debt, and we specialize in both.  

We're also starting to see ground leases used as financing tools, and commercial property assessed clean energy scaling to a level where it's become a real market driver. 

Bisnow: How are today's borrowers navigating the capital stack?

Leyvi: There seems to be a bit of a divergence in the market. If a borrower is in an asset class that everybody is looking to get into, it's a very strong borrower's market, and there's a lot of liquidity that's looking to do those kinds of deals. But there are markets and asset classes that are trickier to source financing. In those cases, borrowers have to get more creative and take advantage of the various financing sources previously mentioned, but that introduces additional complexity, delays and difficulty of execution.      

I've seen a lot of interest from borrowers that are looking at C-PACE as their primary financing tool, replacing the traditional mortgage lender position.  

If you have a project that can be lower leverage, you can accomplish a lot with a C-PACE that goes up to around a 35% loan-to-value ratio, and bring in a preferred equity investor who is comfortable being up the capital stack. 

Bisnow: How do you help your clients navigate complex debt deals?

Leyvi: We have the capability and expertise to handle every aspect of a complicated financing transaction in-house. Because we are a smaller group, we don't compartmentalize work, and we have real estate attorneys who quarterback each deal and know everything going on within a transaction, as opposed to spreading work around to different people across different offices that may only dabble in real estate. 

We're representing real estate players all over the capital stack all day, every day, and we've seen every way that a transaction can be sliced. We put our market intelligence to work for our clients to make sure that we provide a seamless experience in closing the most complicated financing transactions.   

Bisnow: What do you think will be the hottest topics of discussion at Bisnow's National CRE Finance event?

Leyvi: In 2026, I think the first has to be the prevalence of artificial intelligence in CRE. It seems like people have been embracing it and figuring out how their jobs can be improved through AI. There will certainly be attention paid to how AI has impacted the CRE landscape through demand for data centers and other niche asset classes that have grown with the need for AI infrastructure. 

The other is the shift in expectations about interest rates. A year or two ago, people thought we had hit the worst and rates had peaked and then started to come down, but unexpected turns in the global atmosphere have caused inflation to stick around a bit longer than anticipated. That clean path towards a low-interest rate environment doesn't seem like it's going to transpire. The question is if we're able to march along and accept a higher interest rate environment for longer.

Bisnow: What do you hope attendees take away from your panel?

Leyvi: I would like everybody to leave more informed about what's going on between borrowers and lenders and how transactions are getting structured today. I want them to leave excited and hopeful about the near future in CRE, moving away from the doom-and-gloom scenarios that have permeated industry discussions over the past five years.   

As a prominent real estate law firm with a burgeoning finance practice that handles some of the most complex CRE out there, we're proud to be a part of that conversation.  

Click here to learn more about Bisnow's National Commercial Real Estate Finance event.

This article was produced in collaboration between Adler & Stachenfeld and Studio B. Bisnow news staff was not involved in the production of this content. 

Studio B is Bisnow's in-house content and design studio. To learn more about how Studio B can help your team, reach out to studio@bisnow.com.