EB-5 projects assume many different business models and operate within many different industries. Types of EB-5 projects include:

• Mixed-use retail
• Hotels
• Sports stadiums
• Restaurants
• Agricultural developments, including wineries and farms
• Electric vehicle manufacturing
• Manufacturing
• Biotech and medical technologies
• Casinos
• Entertainment venues
• Convention centers
• Office buildings

Most EB-5 investments tend to include real estate development as job creation as it is easiest to create jobs with construction.

New Commercial Enterprise: The New Commercial Enterprise (NCE) is the entity created into which the EB-5 investors invest. The NCE Manager is the issuer of the security and manages the New Commercial Enterprise into which the investors invest. The invested capital is then deployed as a loan or as equity to the Job Creating Entity.

Job Creating Entity (JCE): This is the project entity where the jobs will be created. In a typical EB-5 project each EB-5 investor buys one share of the NCE. From there the investors’ money is pooled together and either loaned or invested in the form of equity into the EB-5 project. The remaining amount required to complete the project may come from a developer, bank loan, grant, investment fund, or any other source of capital.

A “Loan” model project is a project in which the NCE makes a loan to the project. Each project will have a coupon rate and loan term/maturity date. The coupon rate is paid throughout the loan term beginning on the loan start date. A typical EB-5 project will have a loan term of 5 to 7 years.

An “Equity” model project is a project in which the NCE makes a Preferred, Pari Passu, or any other form of Equity investment into the project. Equity projects generally have more risk but can potentially earn the investor a higher return if the business is successful. In a pure equity investment, there is no maturity date to payback the investor, but rather the investor shares in the project’s cash flows, and the return of capital is dependent upon the sale or refinance of the project.

Senior Lender: The Senior Lender is first in line to be paid back, they hold the first position or right to foreclose on the property if there is a default on the loan agreement. This means in the event of a project failure; the first position lender can take over ownership of the development property and liquidate to recover its money. This is often a bank but sometimes is the EB-5 fund.

Secondary or Mezzanine Lender: The Secondary or Mezzanine Lender holds second position and therefore is second in line to be paid back, the Senior Lender will be paid back in full prior to the second lender recovering any money. Most EB-5 project loans are secured in second position, so it is important to know the size of the senior loan.

Preferred Equity Position: Preferred Equity investors will receive profits from the project until their preferred return is paid. This also means that return is dependent on the project returning a profit unlike a loan where interest is earned when funds are lent to the developer. You also are relying on the NCE liquidating through a sale or refinance to recover your investment, and there may not an investment maturity date. There are many ways to structure Preferred Equity offerings, please review the offering documents for each individual project to obtain the true structure of the investment.

Pari Passu Equity Position: Pari Passu Equity is a profit sharing split between the NCE Manager and/or developer and the investor. This can be the riskiest portion of the capital stack as you are relying on profits to pay the return. Under this structure you are generally relying on a sale of your share of the NCE to recover your investment.
Where your money is in the capital stack will decide the risk and return profile of your investment. Other primary aspects to consider are the current value of the asset during construction, how far along construction is, and the likelihood of construction completion.

A TEA can be, at the time of investment, either:

• A rural area; or
• An area that has high unemployment (defined as at least 150% of the national average unemployment rate).

A rural area is any area other than an area within a metropolitan statistical area (MSA) (as designated by the Office of Management and Budget) or within the outer boundary of any city or town having a population of 20,000 or less??? according to the most recent decennial census of the United States.

A high-unemployment area may be any of the following areas

• An MSA;
• A specific county in an MSA;
• A county in which a city or town with a population of 20,000 or more is located; or
• A city or town with a population of 20,000 or more outside of an MSA.

A high-unemployment area may also consist of the census tract or contiguous census tracts in which the new commercial enterprise is principally doing business. This may include any or all directly adjacent census tracts, if the weighted average unemployment for the specified area based on the labor force employment measure for each tract is 150% of the national unemployment average.

Source: USCIS