Deal Builder — Real Estate Structuring & Economics
Top-tier modeling environment for sophisticated practitioners. Build the capital stack, configure the distribution waterfall, classify debt under § 752, configure § 704(b) and § 704(c) allocations (with all three methods compared side-by-side), layer state tax overlays, run sensitivity, and export a term sheet — all in one place. Designed for real estate principals, developers, sponsors, and the counsel and CPAs who advise them. Used inside the firm; available to RESERVE members.
RESERVE members access the full tool through their member dossier at /reserve/, behind firm authentication. If you would like to engage the firm at the RESERVE tier or have us run a deal through the tool for you, contact us directly.
What the Deal Builder Does
Capital Stack
Unlimited member classes with independent capital, preferred return rate, profit share, loss share, voting rights, and transfer restrictions.
- Class A, B, C, D… with custom labels and color-coded badges
- Guarantor LP class with enhanced pref and guaranty fee support
- Sponsor / GP class with promote-only economics
- Senior debt + member debt + mezzanine tracked separately
- Real-time LTC, equity %, and capital stack totals
Waterfall Engine
Configure the distribution mechanics with the precision a modern deal requires.
- American (deal-by-deal) and European (fund-level) styles
- Multi-class preferred return (cumulative simple, compound, non-cumulative)
- Multiple promote tiers with IRR or MOIC hurdles
- GP catch-up: 50/50, 80/20, or full to sponsor target
- Clawback (full, partial, with interest, minimum return threshold)
- Per-tier trace showing dollars and remaining pool
Debt under § 752
Member debt classification and allocation, integrated with the deal economics.
- Nonrecourse, recourse, qualified nonrecourse financing under § 465(b)(6), and partner nonrecourse debt under Reg. § 1.704-2(b)(4)
- Senior construction loan + mezzanine + member loan stacking
- Interest carry computed off average outstanding balance
- Treatment notes per classification surfaced inline
Governance & Provisions
Capture the structural framework that becomes the operating agreement.
- Manager-managed, board-managed, member-managed, or sponsor-as-GP
- Major decision matrix with required vote threshold
- ROFR, ROFO, tag-along, drag-along, buy-sell, put/call, key-man
- Promote clawback with personal guaranty
State Tax Engine
50 states plus DC with marginal income tax rate, capital gains rate, and conformity flags for § 168(k) bonus, § 163(j) interest limitation, § 461(l) excess business loss, and § 199A QBI. PTET election availability flagged where applicable.
Results, Sensitivity, Export
Verdict card with PENCILS / MARGINAL / DOES NOT PENCIL output. Sources & uses table. Returns by class with MOIC and IRR. Waterfall trace tier-by-tier. 5×5 sensitivity heat map flexing exit price and hold period. Structural diagram. Notes engine surfacing securities, § 752, dealer-property, and state-conformity issues automatically. Save / load JSON, print summary, export term sheet for circulation.
Deal Structures Supported
Build Schedule
Six phases. Phase I is live to RESERVE members today. Each subsequent phase deepens capability on a discrete dimension — allocation engines, blocker structures, REIT and OZ compliance, structural diagram editor, and tax-overlay refinements.
Core Deal Economics
Capital stack, waterfall engine, member debt, governance, state selector, sensitivity, save/load, term sheet export.
§ 704(b) and § 704(c)
Targeted capital accounts vs. substantial economic effect; traditional, curative, and remedial § 704(c) methods compared side-by-side.
Blockers · FIRPTA · UBTI
Domestic and foreign corporate blockers, REIT-blocker for tax-exempts, FIRPTA at the investor level, § 514 UBTI with fractions rule.
REIT · OZ · TIC Compliance
Full REIT income/asset/distribution engines, QOF 90% test, QOZB 70% test with working capital safe harbor, TIC Rev. Proc. 2002-22 conditions.
Org Chart & PDF Export
Interactive drag-and-drop structure editor with blocker entities, parallel feeders, tax-classification badges. Branded PDF export with methodology footnotes.
Tax Overlay Refinements
§ 163(j), § 461(l) with 2026 threshold, § 199A with rental safe harbor, multi-state apportionment and sourcing, PTET modeling by jurisdiction.