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Underwriting · Financing Memo · July 2026

Capital
Stack

How the district's roughly $650M build-out gets financed: the instruments, what each costs, and the work that unlocks them. Who invests, and how, is on the District Capitalization page.

Edgewater District · Data room document · For discussion purposes only
Capital Philosophy

One metric governs everything: blended cost across the full stack

Edgewater finances as a phased capital stack. Each vertical phase carries its own stack; public mechanisms carry the shared infrastructure. Public value capture, government credit enhancement, tax-advantaged structures, and mission-priced capital layer together to compress the blended weighted average cost of capital well below conventional development finance. The rate on any single instrument matters far less than what the whole stack costs together, and the delta flows directly to project feasibility, affordability depth, and sponsor economics.

8.5-10.5%
Conventional finance
Indicative blended cost of a $650M district capitalized at market terms: bank construction debt, market-rate equity, infrastructure on the private stack.
5.5-7.0%
Target blended cost
The stack on this page: increment-funded infrastructure, HUD and agency debt, C-PACE, bonds and credits, OZ equity, and mission-priced capital layered together.
1

Public value capture

Tax increment financing funds shared infrastructure from the value the project itself creates, moving an estimated $30-80M of scope onto the public stack.

2

Government credit enhancement

HUD-insured and agency debt prices 150-300 bps inside bank construction financing, at higher leverage and longer fixed terms.

3

Tax-advantaged structures

LIHTC equity, tax-exempt bonds, C-PACE, and Opportunity Zone equity each lower the effective cost of a tranche of the stack.

4

Mission-priced capital

CDFI debt and foundation program-related investments price at 1-4% because the regenerative mandate is the return. Now City's positioning is a genuine pricing advantage here.

What sponsor-level capital buys at this stage is control of the entitlement, structuring, and sequencing work that unlocks this entire stack. That is the strategic thesis of this page.
ScopeThis page covers the financing instruments, their costs, and the order they arrive in. Who invests, through which vehicle, and how capital comes back is on the District Capitalization page. Projections and program detail are in the Business Plan.
Capital Stack Architecture

Seven layers, each priced on its own terms

The district builds in phases of roughly $60-120M, and each phase carries its own stack. District infrastructure is financed separately through public mechanisms. The composition below is indicative for the full build-out; ranges are deliberately wide at this stage, and the grounding work in the action plan narrows them.

LayerSourceEst. RangeIndicative Cost
District infrastructureTIF / URA, state infrastructure programs$30-80MCarried on the public stack
Senior construction / perm debtHUD 221(d)(4), agency, insurance company$380-450M5.0-6.5%, 40-yr fixed (HUD)
C-PACEPrivate C-PACE providers (ORS 223.680)$40-90M6-7.5%, up to 30-yr fixed
Tax-exempt bonds + 4% LIHTCOHCS conduit + tax credit equity$50-120MBelow-market blended (affordable phases)
OZ 2.0 equityQualified Opportunity Funds$60-120MMarket return target, lower hurdle via tax benefit
Sponsor / GP equitySponsor, co-GP partner, landowner land contribution$25-45MPromote structure
Grants, PRIs, CDFI gapURA grants, foundations, Craft3$5-15M0-4%
The Three Pools

Capital sized to the work it funds

The stack organizes into three pools by check size and stage. The small pool funds the next 18 months and de-risks everything above it; the medium pool capitalizes phases; the large pool operates at district scale.

Small Pool

$1M-$25M · Predevelopment & Catalyst Capital Funds the next 18 months. Every instrument here also builds the public and mission relationships the larger pools depend on.
Public · Local

West Salem Urban Renewal Area

The catalyst site sits inside the 453-acre West Salem URA, funded through tax increment financing under ORS 457, with a Capital Improvement matching grant program for new construction and mixed-use projects ($50K+ on larger projects). The near-term dollars are modest; the strategic value is the working relationship with the Urban Renewal Agency ahead of the district-scale TIF negotiation. Plan status, remaining capacity, and the amendment pathway are a first-30-days diligence item.

Public · Local

City of Salem incentive stack

Multi-Unit Housing Tax Incentive Program, Enterprise Zone, Low-Income Housing Property Tax Exemption, and the Single Property TIF District mechanism. Salem has already executed a single-property TIF granting up to a 97% property tax rebate for an affordable project (Jory Apartments): the political and administrative precedent exists.

Mission · Debt

CDFI predevelopment & gap debt

Craft3 is the anchor Pacific Northwest CDFI for this profile. Predevelopment, acquisition, and gap loans typically price 400+ bps inside comparable private credit.

Mission · PRI

Foundation program-related investments

Meyer Memorial Trust and Oregon Community Foundation both deploy PRIs at 1-3% for housing and community development. A regenerative, mixed-income district in a state-capital submarket is squarely in mandate. PRIs are patient, subordinate, and signal-generating for the institutional capital that follows.

Public · State

Business Oregon

The Special Public Works Fund and related programs lend to municipalities at below-market rates for development-supporting infrastructure. These deploy through the City, which makes the City partnership the gating item.

Medium Pool

$25M-$150M · Phase-Level Construction & Permanent Debt The instruments that capitalize each vertical phase once it is entitled and underwritable.
Federal · Debt

HUD 221(d)(4)

The workhorse for market-rate and mixed-income phases: roughly 85% loan-to-cost, 40-year fully amortizing fixed rate, non-recourse, combined construction-to-permanent, priced meaningfully inside bank construction debt with zero refinance risk at stabilization. The cost is time (12-18 months from engagement to closing), which is why the HUD lender relationship starts now, well ahead of entitlement.

State · Bonds + Credits

4% LIHTC with tax-exempt bonds

For phases carrying significant affordable components, tax-exempt private activity bonds issued through Oregon Housing and Community Services paired with 4% credits produce the cheapest capital available in US real estate, stacking with Salem's local tax exemptions to improve operating economics simultaneously. The Point Access Block / Passive House product suits LIHTC cost limits well given its standardized shell design.

County opt-in pending

C-PACE

Oregon authorizes C-PACE statewide under ORS 223.680 and 223.685, subject to county opt-in: up to 30-year fully amortized fixed rate, payment-free during construction, non-recourse, sized up to 35% of property value, available for new construction. Passive House by default maximizes eligible basis; the deeper the energy scope, the larger the tranche. Marion County opt-in status is the open item, and initiating that conversation is a high-leverage, low-cost coalition action with SEDCOR and the City.

Tract check pending

New Markets Tax Credits

For commercial, community-facility, and mixed-use non-residential components, where the census tract qualifies. Tract eligibility is being verified alongside the OZ analysis.

Agency · Debt

Agency permanent debt

Fannie Mae and Freddie Mac takeouts on stabilized phases where HUD execution is less optimal, including green financing pricing incentives for certified high-performance buildings.

Large Pool

$150M+ · District-Scale Structures The structures that apply to the full 22-acre assembly and the decade-long build-out horizon.
Verified

Opportunity Zone 2.0

The OBBBA made the OZ program permanent, with new designations every ten years. Oregon's Governor nominates tracts in the current window (July 1 to September 29, 2026), with new zones effective January 1, 2027; Oregon has 229 eligible tracts, of which up to 58 will be designated. Now City has verified the Edgewater tract's OZ 2.0 eligibility and is working the nomination window. Designation applies OZ equity economics to the entire build-out: a rolling 5-year deferral, a 10% basis step-up, and full exclusion of appreciation at a 10-year hold, which materially lowers the return hurdle OZ equity requires. The January 1, 2027 effective date aligns directly with predevelopment and Phase 1 capitalization.

Public · District

District-scale TIF

The full 22-acre assembly at $650M of new assessed value generates increment that dwarfs the existing West Salem plan's original sizing. The negotiation target is a plan amendment or successor TIF district in which increment funds streets, utilities, stormwater and green infrastructure, and public realm: an estimated $30-80M of scope carried on the public stack. Salem's Urban Renewal Agency board is the Mayor and City Council; this is a political relationship with a 12-24 month arc, and it starts with the small URA grant engagement above.

Federal · Infrastructure

Federal infrastructure credit

EPA WIFIA lends at Treasury rates for water and stormwater infrastructure at project scales above roughly $20M, relevant where the regenerative water strategy (district stormwater, water reuse) is capitalized as a discrete system. DOT discretionary programs apply where the district carries qualifying multimodal transportation scope.

Institutional

Forward commitments & green bonds

Insurance company and pension debt on stabilized phases prices at tight spreads for durable, certified assets. At scale, a portfolio of Passive House buildings supports green bond or sustainability-linked issuance. Danish pension investors hold explicit sustainable real-asset mandates; US deployment typically routes through fund intermediaries, so the realistic near-term play is relationship cultivation and LP introductions on a 2027+ horizon.

Equity Strategy

Four equity products, sequenced across the lifecycle

The debt and public instruments above define the cost floor; the equity strategy defines who carries which risk at which stage, and at what price. Equity arrives as four distinct products with different risk appetites, return requirements, and entry points. Sequencing them correctly protects sponsor economics while keeping every phase capitalized. Stage 0 capital is the $15M Phase One Campaign on the District Capitalization page: the platform and the fund are the vehicles it arrives through.

Stage 0Entitlement & Predevelopment · now to month 18
  • Land as GP equity. Contributing land into the venture as GP equity aligns the landowner with district outcomes instead of a sale price and removes land carry from the cash equity requirement. This is the cheapest equity available to the project: zero cash out, and no preferred return meter running.
  • Sponsor equity and promote. Now City holds the sponsor position and promote. Sponsor cash is minimized by design; sponsor value is contributed as entitlement, structuring, and stack-assembly work, which is precisely what Stage 0 capital pays for.
  • Co-GP capital. Capitalizes predevelopment, site control and assembly, and structuring through Phase 1 closing. Co-GP investors enter the promote at the point of maximum risk and maximum multiple: their capital converts into control of a $650M stack. Target profile: entrepreneurial family offices, developer-adjacent capital, and mission-aligned principals who underwrite sponsors as well as deals. Offering terms and current status are on the District Capitalization page.
  • Quasi-equity. Foundation PRIs and recoverable grants sit beside co-GP capital as patient, subordinate predevelopment funding, reducing how much promote must be sold to reach Phase 1.
Stage 1Phase-Level Construction · per vertical phase
  • LP equity through the OZ structure. With OZ 2.0 status verified, phase-level LP raises route through a Qualified Opportunity Fund. OZ economics let the project clear investor hurdles at lower cash returns than conventional LP equity, typically 200-400 bps of effective hurdle compression, and the 10-year hold is structural alignment with the stewardship model.
  • LIHTC equity. On affordable phases, 4% credit equity is functionally the senior-most, cheapest equity in the market: investors are buying tax attributes rather than development risk.
  • Preferred equity and mezzanine, as gap capital only. Where a phase's stack has a gap between senior debt plus C-PACE and available LP equity, preferred equity fills it. It is the most expensive money in the project (typically low-to-mid teens all-in), used surgically and retired early. The discipline rule: pref is a bridge to a cheaper stack, never a permanent layer.
  • Co-investment rights. Co-GP and early LP investors receive priority co-invest rights on subsequent phases: the mechanism that turns Stage 0 relationships into a repeatable phase-level equity syndicate, with each raise building on the last.
Stage 2Stabilization & Recapitalization · per phase, months 30+
  • Reprice the equity as the risk drops. At stabilization, each phase moves from development risk to core-plus, and its equity is repriced accordingly. HUD 40-year debt removes refinance pressure, so recapitalization happens by choice, on the district's schedule.
  • Three paths, in order of preference. Hold within the OZ structure to the 10-year mark, harvesting cash flow; admit core and core-plus institutional equity (insurance, pension) at a compressed return requirement, returning capital to early investors and crystallizing part of the promote; or take a refinance-driven return of capital with the equity intact. The choice per phase follows OZ hold requirements and the district-vehicle strategy below.
Stage 3District Vehicle & Permanent Capital · years 3-10
  • Aggregate into a district-scale vehicle. As multiple phases stabilize, the endgame is a programmatic JV or evergreen structure holding the stabilized portfolio, capitalized by institutional partners with long-duration sustainable real-asset mandates.
  • Where the institutional relationships mature. This is where the Nordic pension relationships move from cultivation to commitment, via fund intermediaries, and where a certified Passive House portfolio supports green bond issuance at the vehicle level. An evergreen structure is the financial expression of the stewardship model: the district is held and operated for the long term.
The Hierarchy

Equity cost, cheapest first

  1. Land contributed as GP equity · zero cash cost
  2. LIHTC equity · tax-attribute pricing
  3. Quasi-equity: PRIs, recoverable grants · 1-3%
  4. OZ LP equity · hurdle compressed by tax benefits
  5. Impact-mandate LP equity
  6. Conventional LP equity
  7. Preferred equity / mezzanine · gap use only
The strategy in one sentence: maximize layers 1-4 at every stage, reserve 5-6 for speed, and treat 7 as a tourniquet.
Execution & Milestones

The action plan that unlocks the stack

Every instrument above has an owner, a sequence, and a clock. Items flagged as time-critical carry hard external deadlines. This plan is shared in full because sequencing transparency is exactly what a data room is for; the verification register below tracks each open item to closure.

Phase 1Days 0-30 · July 2026
  • Time-criticalOZ designation advocacy. With tract eligibility verified, work the Governor's nomination window (open now, closes September 29): coordinate support letters from the landowner, SEDCOR, and City of Salem Urban Development, and confirm standing with Business Oregon on the tract's position in the recommendation process. Target: designation effective January 1, 2027.
  • Time-criticalIncorporate OZ economics into capital materials. The January 1, 2027 effective date aligns with the predevelopment timeline, and OZ 2.0 terms (rolling 5-year deferral, 10% step-up, tax-free appreciation at the 10-year hold) directly lower the equity return hurdle across every phase.
  • Marion County C-PACE status. Confirm whether Marion County has adopted a C-PACE opt-in ordinance under ORS 223.680; if the ordinance is still ahead, request a meeting with county economic development staff and bring the Washington County ordinance as the template.
  • West Salem URA diligence. Obtain the current West Salem Urban Renewal Plan, remaining maximum indebtedness, plan expiration timeline, and amendment history. Ask Urban Development directly about appetite for a plan amendment or successor district tied to a catalytic project.
  • Align data-room documents. Cross-reference this page against the Business Plan and the District Capitalization page so instrument descriptions, dollar ranges, and sequencing stay consistent everywhere an investor reads them.
Phase 2Days 30-90 · August-September 2026
  • HUD lender selection. Interview two to three MAP-approved lenders active in Oregon; request indicative sizing on a Phase 1 concept using unit count, cost, and rents from the live underwriting base case. Objective: a lender letter usable in capital formation conversations.
  • OHCS pre-engagement. Introductory meeting with Oregon Housing and Community Services on bond cap availability and 4% LIHTC pipeline timing for a 2027-2028 application; set the affordable set-aside strategy per phase, since that decision drives which phases route through the bond and LIHTC stack.
  • CDFI and PRI outreach. Concurrent conversations with Craft3 on a predevelopment facility and with Meyer Memorial Trust and Oregon Community Foundation on PRIs. Target: a term sheet for a $500K-$2M predevelopment facility that extends early predevelopment capacity.
  • City incentive mapping. Written confirmation from Salem Urban Development of which programs stack on the catalyst site: MUHTIP, Enterprise Zone, URA Capital Improvement Grant, and single-property TIF eligibility.
  • C-PACE provider soundings. Indicative terms from two providers active in Oregon on a Passive House Phase 1 (sizing as a percentage of value, rate, construction-period accrual), contingent on county opt-in.
Phase 3Days 90-180 · October 2026-January 2027
  • District TIF proposal. With URA diligence complete and the catalyst-site relationship established, submit a concept memo to the Urban Renewal Agency proposing a plan amendment or successor district: increment-funded infrastructure schedule, phasing, and the assessed-value growth case, anchored with live model output.
  • WIFIA screening. Scope the district water and stormwater systems as a discrete capital item; where the ~$20M threshold is met, submit a WIFIA letter of interest.
  • QOF structuring. On designation effective January 1, 2027, stand up or partner into a Qualified Opportunity Fund structure for phase-level equity, with counsel, and incorporate OZ 2.0 economics into investor materials.
  • Nordic institutional groundwork. Map the fund intermediaries through which Danish pension capital reaches US sustainable real assets; use summer Denmark presence for two to three exploratory meetings. Positioning: future LP in a Now City district vehicle at scale, 2027+ horizon.
Phase 4Months 6-18
  • Phase 1 capitalization close. HUD application in processing, C-PACE committed, TIF framework agreed in principle, LIHTC and bond application submitted where applicable, OZ equity subscribed through the QOF.
  • Co-invest syndicate formalized. Priority co-investment rights documented for co-GP and Stage 0 investors, converting early relationships into a repeatable phase-level equity channel.
  • Preferred equity relationships on standby. Two pref and mezzanine providers pre-qualified with indicative terms, held as gap capacity only, drawn only where a phase stack requires it.
  • Green financing certification path. Lock the Passive House certification workflow so agency green pricing and future green bond eligibility are documented from Phase 1.
  • Institutional debt and recap groundwork. Begin insurance-company forward-commitment conversations once Phase 1 is under construction, and draft the district-vehicle concept (Stage 3) for 2027 institutional conversations.
Where the numbers liveDollar ranges on this page remain indicative pending the blended-cost model (register item 6). Phase-level underwriting is live in the Upside Explorer; the vehicles and investor doors are on the District Capitalization page.
Verification Register

Open items, tracked in the open

This register stays live. Investors reviewing the room should expect to see items move from open to closed over the diligence period; each item gates a specific piece of the stack.

#ItemStatusGates
1Opportunity Zone 2.0 tract statusVerifiedOZ equity strategy (Large Pool)
2Marion County C-PACE opt-inOpen$40-90M C-PACE tranche
3West Salem URA remaining capacity & expirationOpenTIF strategy
4NMTC tract eligibilityOpenCommercial component stack
5WIFIA threshold fit for water systemsUnscopedFederal infrastructure credit
6Blended-cost model reflecting this stackIn buildInvestor materials

Prepared as working strategy for the data room. Figures are indicative ranges pending the register above.

All projections are based on assumptions regarding revenues and costs that may not equate to actual results; actual results will differ and may differ materially. Prospective investors, with their financial and legal advisers, should independently evaluate all assumptions and should not place undue weight on any projections. This page does not constitute an offer to buy or sell securities; an offering can be made only pursuant to delivery of a private placement memorandum and related documentation. Any securities would be offered in reliance on exemptions from registration and only to persons meeting applicable requirements. Statements herein may constitute forward-looking statements involving known and unknown risks and uncertainties; no representation is made that objectives will be achieved, and Now City undertakes no obligation to update such statements. This material is confidential, furnished solely for consideration of the matters described, and is not to be copied or shared without written consent.