02 · Reference
Glossary
Every term you'll hear in your first 30 days, with the math where it matters. Use Cmd/Ctrl-F. Acronyms in monospace.
Ratios & metrics
- Loan-to-Value LTV
- Loan amount ÷ appraised value. The single most cited credit metric. A 65% LTV term loan on a $50M building = $32.5M loan. "Stabilised LTV" uses as-stabilised value; "as-is LTV" uses today's value.
- Loan-to-Cost LTC
- Loan amount ÷ total project cost (land + hard + soft + financing). The construction-loan equivalent of LTV. "75% LTC" means lender funds 75% of total cost; sponsor brings 25% equity. Watch for "cost" definitions — pre-development costs and land basis are routinely fought over.
- Debt Service Coverage Ratio DSCR
- NOI ÷ annual debt service. A DSCR of 1.25× means the property generates 25% more cash than needed to pay interest + principal. Most term lenders require minimum DSCR (typically 1.15–1.35×). Construction loans don't have DSCR until stabilisation.
- Debt Yield DY
- NOI ÷ loan amount. A rate-agnostic alternative to DSCR. Useful because DSCR flatters loans when rates are low. Typical floor for senior CRE: 7–9% debt yield.
- Net Operating Income NOI
- Gross rental income − vacancy − operating expenses (before debt service, capex, tax). The property's cash engine. Underwritten NOI (stressed, market-rent-based) is usually below in-place NOI.
- Capitalisation rate Cap rate
- NOI ÷ property value. Inverse of a P/E ratio. A 5% cap rate on $1M NOI implies $20M value. Cap rates compress (go down) in hot markets and expand in stressed ones. Each asset class has its own cap-rate range.
- Internal Rate of Return IRR
- The discount rate that sets NPV of cash flows to zero. Equity investors price deals in IRR; lenders mostly think in coupon + fees but IRR matters for fund-level returns and for the equity side of CS's business.
- Yield Maintenance / Make-Whole
- Prepayment penalty that compensates the lender for lost spread if the borrower pays off early. Almost universal on Canadian term mortgages.
- Pre-sale Coverage
- For a condo construction loan: aggregate firm pre-sale revenue (deposits in trust × required %) ÷ loan amount. Typical lender requirement: 75–100%+ pre-sale coverage before funding starts. The most-watched covenant on GTA condo loans right now.
- Lease-up Coverage / Occupancy Threshold
- For purpose-built rental construction: required occupancy (e.g. 90% leased) before the loan converts to term or refinances out. Drives the bridge-to-CMHC math.
Loan types & features
- Term Loan
- Long-dated (3–10 yr) loan against stabilised, cash-flowing property. Usually fixed rate.
- Construction Loan
- Loan to fund vertical build. Funds in draws against monitor reports. Interest typically capitalised (accrues to balance, not paid current). Repaid by a term/CMHC takeout or by condo sales.
- Bridge Loan
- Short-dated (6–24 mo) financing covering a transitional period — acquisition + reposition, lease-up, awaiting CMHC, refinancing a broken deal. Higher rate than term; flexible structure.
- Mezzanine Loan Mezz
- Subordinated debt sitting between senior debt and equity. Secured by a second mortgage or by a pledge of equity (more common). Higher rate (10–14%+). Often coterminous with senior.
- Land Loan
- Loan secured by raw or serviced land, usually pending entitlement. Risky (no cash flow); short-dated; high-rate.
- Inventory Loan
- Loan against unsold-but-completed condo units. The "what now" loan when sales velocity disappointed.
- A/B Note Structure
- A single loan split into a senior tranche (A note) and a junior tranche (B note) — same borrower, same security, internal subordination. Lets a senior bank syndicate the A and a credit fund (or sometimes CS) hold the higher-yielding B.
- Syndicated Loan
- A loan too big or risky for one lender, split among several. Roles: lead arranger (originates, structures), agent (administers post-funding), participants (passive funders). Cameron Stephens often acts as lead arranger.
- Recourse / Non-recourse
- Recourse = lender can pursue the sponsor (or guarantor) personally on default, beyond the property. Non-recourse = lender's remedy stops at the property. Most institutional CRE debt is non-recourse with bad-boy carve-outs (fraud, gross misrepresentation, environmental, intentional bankruptcy).
- Construction Holdback
- Statutory retention (typically 10%) from each construction draw, released after lien-discharge period expires post-substantial-completion. Required by provincial construction lien acts.
- Cost-to-Complete
- The remaining hard + soft cost to finish a project. Lender must always know that undrawn loan + sponsor equity reserves ≥ cost-to-complete. Failure here triggers a "balance" requirement (sponsor injects more cash).
- Draw / Advance
- A funding installment under a construction loan, against an invoiced quantity surveyor monitor report.
- Standby Fee / Commitment Fee
- Fee paid on the undrawn portion of a committed facility — compensates lender for capital reservation.
- Exit Fee
- Fee paid on loan payout. Common in construction and bridge loans; absent in term.
- Open / Closed
- "Open" = borrower may prepay without penalty. "Closed" = prepayment penalty applies. Most CRE term loans are closed for at least the first half of the term.
Capital stack & structure
- Senior Debt
- First-ranking secured loan. Lowest risk, lowest yield, first in line for repayment.
- Junior / Subordinated Debt
- Ranks behind senior. Higher yield, higher risk.
- Mezzanine Debt
- See above. Between senior and equity.
- Preferred Equity Pref
- Equity in form but debt-like in economics — fixed coupon, mandatory redemption, priority over common equity. Used to push leverage when lenders won't.
- Common Equity
- The residual interest. Takes all upside after debt + pref are made whole; takes all downside first.
- Intercreditor Agreement ICA
- Contract between senior and junior lenders defining payment priority, standstill periods, cure rights, and enforcement coordination. Negotiated heavily; defines what happens when things go wrong.
- Standstill Period
- Period during which a junior lender cannot enforce remedies after a default — gives senior time to act first.
People & roles
- Sponsor
- The developer / owner / equity principal driving the deal. Lender underwrites the sponsor as carefully as the property — track record, balance sheet, principals, prior losses.
- Borrower (SPE)
- The legal entity that takes the loan. Almost always a single-purpose entity (SPE / nominee corp) created to own one project. Limits lender to the project's assets.
- Guarantor
- Person or entity standing behind the borrower's obligations. Range: full personal guarantee, limited guarantee (capped $ or capped to specific obligations), bad-boy only.
- Originator
- The person/team that brings deals in — internal BD, or external mortgage brokers.
- Underwriter
- Analyses and structures the deal. Owns the credit memo. Senior underwriters often co-own pricing.
- Credit Committee CC
- Internal body that approves loans above delegated thresholds. Composition typically: CEO/President, CIO/Chief Credit Officer, Heads of Lending, sometimes an independent risk member. Discussions, dissent, and decisions are the heartbeat of a lender.
- Mortgage Broker
- External intermediary who packages deals for sponsors and shops them to multiple lenders. Common in Canadian CRE — JLL Capital Markets, CBRE Capital Markets, Colliers Mortgage, plus smaller boutiques. Paid by sponsor on close.
- Loan Administrator / Servicer
- Person/team managing the loan post-funding: invoicing interest, processing draws, monitoring covenants, releasing security at payout.
- Quantity Surveyor / Project Monitor QS / PM
- Independent third-party (Altus, Pelican Woodcliff, Turner & Townsend, etc.) hired by the lender to verify cost-to-complete and certify draw requests. Their monthly report is gospel.
- AMC / Appraiser
- Accredited (AACI) appraiser hired to opine on as-is and as-stabilised value. Lender orders the appraisal; lender owns the report (not the borrower).
Documents
- Term Sheet / Application
- Non-binding (mostly) outline of proposed loan terms — amount, rate, fees, security, covenants, conditions. Issued after initial diligence; signed by sponsor to authorise full underwriting.
- Commitment Letter
- Binding offer to lend, subject to conditions. Cameron Stephens issues; sponsor signs and pays commitment fee.
- Credit Memo / Credit Submission
- Internal document put to Credit Committee — sponsor profile, market, asset, deal structure, sources/uses, pro forma, risks & mitigants, recommendation. The crown jewel artifact of any CRE lender.
- Loan Agreement
- The master contract between lender and borrower. Covenants live here.
- Charge / Mortgage
- The provincial Land Titles instrument securing the loan against the property.
- Assignment of Rents / Leases
- Lender's right to step into rental income on default.
- General Security Agreement GSA
- Security over personal property of the borrower (PPSA registered).
- Guarantee
- See "Guarantor" above; the actual document.
- Postponement / Subordination
- Document by which a junior creditor's rights stand behind senior.
- Estoppel
- Tenant statement confirming lease terms; used in diligence on income-producing assets.
- SNDA Subordination, Non-Disturbance & Attornment
- Tri-party tenant/landlord/lender agreement defining tenant rights on default.
Servicing
- Servicing Fee
- Annual fee (bps on outstanding balance) for administering the loan. Material revenue line for lenders.
- Watchlist
- Internal flag for loans showing early warning signs (DSCR breach, late payment, market weakness). Pre-default monitoring.
- Risk Rating
- Internal 1–10 (or letter) grade for each loan; drives provisioning and watchlist status. Re-rated quarterly minimum.
- Forbearance
- Lender's formal agreement not to enforce remedies for a stated period, usually in exchange for milestones / fee.
- Covenant Waiver
- Lender's consent to a specific breach, usually one-time.
- Mortgage Administration
- Provincially licensed activity (Ontario: FSRA mortgage administrator). Required to administer mortgages on behalf of investors.
Regulatory & insurance
- OSFI
- Office of the Superintendent of Financial Institutions. Federal prudential regulator of banks and federal life cos.
- B-20
- OSFI's residential mortgage underwriting guideline (the famous stress test). Mostly retail but touches small multi-family at federally regulated lenders.
- B-21
- OSFI guideline for residential mortgage insurers (CMHC and private).
- CMHC
- Canada Mortgage and Housing Corporation. Crown corp providing default insurance and securitisation programs.
- MLI
- CMHC's Multi-Unit Mortgage Loan Insurance for 5+ unit properties. Term and construction variants.
- MLI Select
- CMHC program tying lower premiums and higher LTVs to scoring on affordability + accessibility + energy efficiency. Major originations driver since 2022.
- NHA-MBS
- National Housing Act Mortgage-Backed Securities. CMHC-guaranteed MBS pools. The funding vehicle behind cheap insured mortgage rates.
- CMB
- Canada Mortgage Bonds. Issued by Canada Housing Trust, backed by NHA-MBS. Subject to ongoing federal funding decisions.
- ACLP
- Apartment Construction Loan Program. Federal low-cost construction financing for purpose-built rental, administered by CMHC. Expanded materially in 2023–2024.
- FINTRAC
- Financial Transactions and Reports Analysis Centre. AML reporting body.
- FSRA
- Financial Services Regulatory Authority of Ontario. Provincial regulator for mortgage brokers and administrators in ON.
- BCFSA
- BC Financial Services Authority. The BC equivalent.
- RECA
- Real Estate Council of Alberta.
- Securities exemptions
- Cameron Stephens raises private capital under prospectus exemptions: accredited investor, offering memorandum (OM), minimum amount ($150K). Reporting under NI 45-106 and NI 31-103.
- PCMLTFA
- Proceeds of Crime (Money Laundering) and Terrorist Financing Act. The AML statute.
Securitisation & capital markets
- CMBS
- Commercial Mortgage-Backed Security. Pool of CRE loans tranched and sold to investors. Tiny in Canada (a few hundred million per year) vs hundreds of billions in the US. Issuers: CMLS, Real-T (Equitable), occasional bank deals.
- Mortgage Investment Corporation MIC
- A tax-flow-through Canadian corporate vehicle (Income Tax Act s.130.1) that invests in mortgages and distributes nearly all income to shareholders. Many of CS's competitors are MICs.
- Closed-end fund
- Fund with fixed term and capital. Common for institutional mandates.
- Open-end fund
- Fund accepting ongoing subscriptions/redemptions. Liquidity-managed.
- Segregated mandate
- Bilateral arrangement where a single institutional LP gives a manager capital to deploy under agreed parameters — instead of via a commingled fund. Common in life-co and pension allocations.
Equity & fund terms
- Joint Venture JV
- Partnership between sponsor (developer) and capital partner on a single project. Defines splits, decisions, exits.
- Promote / Carry
- The sponsor's disproportionate share of profits above a hurdle. Classic structure: pari passu return of capital + 8% pref, then 80/20 sponsor catch-up, then 50/50 over a higher hurdle.
- Waterfall
- The ordered sequence of cash distributions in a JV/fund. Tier by tier.
- Pref / Preferred Return
- Threshold return (e.g. 8%) that LPs receive before sponsor gets promote.
- GP / LP
- General Partner (manager, controls, takes promote) / Limited Partner (passive capital, takes return).
- Co-GP
- Equity partner taking a slice of the GP economics as well as LP returns. Used to attract anchor capital.
- Catch-up
- Tier where sponsor receives 100% (or high %) of distributions until they've "caught up" to their target promote share.
- Clawback
- Mechanism returning over-distributed promote to LPs if later losses occur.
Accounting & risk
- IFRS 9
- International accounting standard governing financial instruments. Replaced IAS 39 in 2018. The key piece for lenders is Expected Credit Loss.
- Expected Credit Loss ECL
- Forward-looking provision for credit losses. Three stages: Stage 1 (12-month ECL on performing loans), Stage 2 (lifetime ECL when credit has deteriorated significantly), Stage 3 (lifetime ECL on credit-impaired loans). Drives quarterly P&L volatility.
- Significant Increase in Credit Risk SICR
- The Stage 1 → Stage 2 trigger. Watchlist criteria, days past due, internal rating changes.
- Probability of Default PD
- Modelled likelihood that a loan defaults within a horizon.
- Loss Given Default LGD
- Modelled severity of loss if default occurs. Driven by collateral value, costs to realise.
- Exposure at Default EAD
- Expected loan balance at the time of default (matters for undrawn construction commitments).
- Loan Loss Provision LLP
- P&L line booking ECL changes. A spike here is the visible symptom of credit deterioration.
- Risk-Weighted Assets RWA
- Basel concept — bank capital required to back each asset. Why banks like insured paper (low RWA).
Workout & default
- Event of Default EoD
- Specific contract-defined trigger giving the lender right to call the loan and enforce. Categories: payment default, covenant default, cross-default, insolvency event, MAC.
- Notice of Sale / Power of Sale
- Provincial enforcement procedure (varies — Ontario has Power of Sale; some provinces use Judicial Sale). Lender sells the property, applies proceeds, returns surplus to borrower.
- Receivership
- Court-appointed receiver takes control of borrower's property and/or business. More common on complex projects (active construction sites).
- CCAA
- Companies' Creditors Arrangement Act. Canada's Chapter 11 equivalent. A sponsor filing CCAA stays creditor enforcement.
- DIP Financing
- Debtor-in-possession financing extended during a CCAA proceeding to keep a project alive.
- Take-back / REO
- Lender takes title (Real Estate Owned). Common in broken condo deals — lender ends up sponsor.