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A
Welcome to Real Talk Real Estate discussions with Andrew Kirsch. In each episode, Andrew interviews industry leaders. We'll hear their real time opinions on today's market, their background and unique career highlights and guidance for newcomers into the industry. You can find this show@skalarkirsch.com and on YouTube, LinkedIn, Apple Podcasts, Spotify, Google podcasts and more. Now here's the host of Real Talk.
B
Andrew Kirsch, episode 88 of Real Talk. Well, this is going to be the last episode of Real Talk. Don't worry, I'm not going away. We're just rebranding to a new name and some new graphics, but same great guests and unfortunately you're stuck with the same host. On this week, I have Dan Joseph and Eli Mugavin from Apparent Base. Now you may remember I. I had each of them on in their individual capacities. I actually introduced Dan to Eli about a year ago and they formed the company, a parent base which provides pref equity to the lower middle market of pref equity amounts under 8 million. In full disclosure, I am their attorney but also an investor in the company. And, and I should go back to when we had Sean Fulp from Duxree on. I should have also disclosed that I am an investor of the company and their attorney and a member of the board. So just wanted to clarify my relationship with these companies. I hope you enjoy my conversation with Eli and Dan. Welcome to another edition of Real Talk. I am here with Dan Joseph, Eli Mugavum of a parent base. It's the first time we are doing a, should I say a threesome, A threesome podcast. Call it what you want. I've had each of you on my podcast virtually and now you guys get to experience the real thing, the Real Talk podcast studio live. Good to have you guys here.
C
Thank you for having us.
D
It's great to be here. Great to see you in person. Great to be in LA.
B
By the way, it is unbelievable weather in LA. 80 degrees, I think. And this is our winner. What is it right now in Connecticut.
D
I think it's about 43 today, which is a balmy day summer. I'm coming into probably mid-30s tomorrow and I'll be wearing my appearance capital shirt next week because it'll keep me warm.
B
We gotta make sure we show this my apparent capital. I needed a. Where's apparent base?
C
Base is working on the merch right now.
D
Yeah, we need some merch. We need to get some merch out there.
B
All right, since I had each of you guys on separately, just a quick recap that you guys were both good friends of mine. And when I heard what both of you were doing, I thought the two of you needed to connect. And lo and behold, you guys formed a parent base. So I don't know. Who wants to go? Tell us, what does a parent base do?
D
You started well, first of all.
B
Yeah, that's true.
D
You put, you put us together. So you basically created a business. A year and a half ago. We came together about a year and a half ago. My company, Apparent Capital, was looking for a credit sleeve of our business. And we were looking for somebody that had expertise, experience and was looking for sort of like a big brother from a capital and gray hair standpoint to partner up with where we could build a platform and a portfolio of deals in the credit space focused on preferred equity or maybe over time, senior, you know, more senior equity as well. And so our senior debt as well. And so you introduced us to Eli. We hit it off right away. We spent a ton of time together. We've done about six deals together. We've got another one under contract. Now we're pursuing our, you know, family office or next phase of institutional capital so we can scale our business. But it's been a great year and a half. We've become really close friends and really enjoying being in business with Eli and have you to thank for it.
B
So please. All right, we're done.
C
It's pretty smart.
B
So what was it, Eli, that when you met Dan, like, what was it about his platform? Obviously his charming disposition. But what made you and Michael want to partner with Dan and a parent?
C
It's a super complementary strategy, I think, given their infrastructure in operations, their track record and operating different properties, and then they're just deal motivated mentality. I think it made a lot of sense for us to partner up. We were at a stage where we were looking to scale and see what that next kind of, you know, iteration of base equities look like. And I think we needed a group like that with that infrastructure to be able to kind of reach the next level.
B
Yeah. So we're sitting here, we're taping January 2026. Right. It's a new year and we've had a lot of dislocation in the market over, gosh, it's now three years plus. Right. Although I'm seeing last year at this time, before the fires, there was a lot of optimism. And then, at least in Southern California, the fires did set us back, I would say a quarter. And then you had, what was it, Liberation Day, as Trump called it. And the tariffs and I think that also sent set people back a little bit. But the second half of the year, at least for us, was really strong, strong pipeline of deals. It was our real estate department's largest year, actually. Despite really only working maybe two thirds of the year. I'm seeing that same type of optimism heading into this year. So my question is, what are you guys seeing and where do you want to be in the market?
C
A lot more green shoots. I think we're optimistic for this year. I think deal flow kind of speaks for itself. I'd say January 1st, which is usually a quiet day, it looked like people were back in the office motivated to do deals. So like clockwork on January 1st, inbox was full, phone was ringing of people that were just motivated to start the year strong. I think December was kind of slow. It gave people some time to plan and it was weird. It was waking up on January 1st with a full inbox that was made me feel pretty good about what this year is going to look like.
D
Yeah.
B
Now I know we've talked about deals where plenty of clients of mine as they're trying to refinance their way out of their current debt situation, they're short on proceeds and a cash in refi. And I say, hey guys, you want to look at these types of deals and you always seem to, to shy away from those types of prefects deals.
D
So.
B
So do you want to get a little more granular as to the types of deals that are right in your sweet spot?
C
Sure. I think acquisitions are always cleaner. You're coming with new equity, a fresh mind, a fresh business plan, a fresh capital structure and a fresh partnership. I think our hesitation with going into those deals, and I think this was advice that probably came from you a couple years ago, was it's hard to kind of, you know, protect yourselves from, from the existing gunfight in that deal. You know, you can get on a call and for 15 minutes on Zoom, you have a GP and LP and a lender that'll put a smile on and be nice, but you don't really know what's going on behind the scenes. And the only way to really protect yourself, I think we were always told, was you got to price in that risk. Well, I don't think that's necessarily a prudent way to invest. And we always felt that going into a new acquisition, you, you can eliminate that risk of those different parties having been fighting for a while.
B
And so how are you guys pricing the capital that you're providing?
D
I think we price the deals alongside what we consider to be a tailored solution and a differentiated product, call it in excess of $8 million, is a very competitive market in the preferred equity space. We are willing to do the hard work, you know, first and write us a much smaller check. But you know, there's a cost to doing that right there. There isn't a lot of competition, there aren't a lot of people willing to do the work and to customize a solution for the actual transaction. And we're able to spend the time and the energy coming up with something creative that is designed to meet with the sponsor's needs. And for that we're, you know, we're pricing our deals, call it 400 to 500 basis points higher than the most competitive part of the market. So the competitive side is like a 12 to 13% internal rate of, we're typically pricing in the 16 to 20% internal rate of return. But in exchange for that, we're solving a problem for a sponsor, whether it, whether it be a new acquisition or in some cases the cash in refinancing and getting them over the hump with a piece of capital that they're not going to be able to access anywhere else. That's really the value add that we bring to the table.
B
And what type of term are you guys talking about?
D
2 to 4 years depending. Usually I would say 2 to 3 with a year or two extension typically coterminous with a 5 year or less senior loan. But sometimes we try to be inside of that. But give the sponsor some flexibility on an extension, they'll have to pay for that. But you know, we're here to give the sponsor an opportunity to make their money, to solve their problems. As long as they comply with what's important to us, which is we get paid, we get paid on time. They're willing to establish reasonable reserves and they're willing to, you know, take the fact that we're backing them very seriously.
B
Any type of lenders resist your position in the cap stack?
C
Of course, I think, you know, given my background as a lender in recovery, I think there hasn't been a lender that we've come across that we haven't been able to get comfortable. I always suggest, like get me on the call with them. I can usually find out what their pressure points are. We with that said, I think local banks have always been the easiest to deal with debt funds are sophisticated enough to understand our product and be willing to put heads together to find a way to structure to get them comfortable. Agencies have always Been tough. CMBS has always been tough. That's not to say that we haven't done those deals or we won't do those deals, but they're harder to work with because as you know, they can just say no. Their MO has always been Pick your 3 comments in your loan, in your loan document and that's all you're going to get.
B
How have you been able to navigate through some of the tougher lenders?
C
I think at this point, having been doing these deals for four or five years, we've got our separate suite of documents depending on what that lender is going to push back on. So whether it's hard pay requirements or sponsor removal provisions or whatever it is, we've got something in our back pocket or some foreign language that we can throw in to get them comfortable.
D
We can't do every deal. And there's some deals where, I mean there was one I think towards the end of last year, in the second half of the year, it was a beautiful piece of paper, beautiful opportunity and unfortunately like a lender was an impediment. We tried everything we possibly could and in the end the sponsor just had to fully equitize from his own balance sheet and we didn't get to participate. We tried. Sponsor wanted us to do it and the bank was an impediment. It's not always going to work out.
B
And do you feel like if that senior lender is an impediment, it's not because of you guys, it's going to be an impediment to essentially any of course preferred equity place. So what, you know, asset classes come and go in vogue. You know, this past year certainly done our lion's share. Multifamily office deals are getting more prevalent as the return to office has really picked up steam and I think will continue to pick up steam. There's been some pushback in industrial, a lot of focus on data centers. Are there certain asset classes that you guys want more exposure to and maybe some asset classes that you're shying away from?
C
I love Small Bay Industrial. I think that's hot right now. I love the thesis behind it. I think it's super liquid both on the exits and from a tenancy perspective. A lot of like the very infill Small Bay Industrial we're looking at, they're operating with waiting lists. Like I just love that the thesis I think is right, right there. But again maybe this is because it's very in vogue right now. So time will tell. I love, I love that play I love like a well anchored retail right now. I think you can get good yield on that. Whereas multifamily I think is still, you know, needs a little bit, a little bit more time to.
D
It's just harder to get deals done in multifamily these days. There's just still a disconnect between buyers and sellers. I think we're seeing, we're seeing multifamily, we're getting deals done in multifamily. I totally agree. Small bay industrial is a great asset class. We actually have a platform that focuses on small bay industrial as, as equity players. In addition to that retail would be great to get into. It's difficult. There's not a lot of need for our capital in retail but that the time will come as well. We never see data center deals. Probably not interested in seeing a data center deal as well.
B
Why do you say there isn't a need for your capital for retail?
D
I think retail tends to get more fully equitized like you're going to get 55% LTV, something along those lines and there's enough equity return by providing without bringing in an expensive slug preferred equity for that for it to be worth it to do that. There's still I think a lot of meat on the bone from a pricing standpoint when it comes to retail. So you know a retail evaluated retail cap rate starts off at 7 and a half, 8% and you know two years in a stabilized yield is 10. Whereas on a multifamily deal, you know, it's just a lot tighter. They need our capital there, you know, they need our capital to complement the senior, to slim down the amount of senior equity that's, that's being brought to the table.
B
How will it affect deal flow or your business if rates continue to go down in 26? I think the Fed has targeted a couple of rate decreases. But even with the Fed decreasing rates that doesn't necessarily mean real estate rates go down. I mean we've seen the 10 year sort of level off in this 4142 position for a while. Is there concern of lowering, of how lowering rates will affect your business?
C
Like we start, I started pushing this product when in 2020 like we're talking ZIRP like money was free. Lenders were pushing 85% foot on the gas so you could find leverage to your eyeballs. And I've been able to hold yield and haven't really changed the product much. So even in a extremely low interest rate environment we were still able to get deals done. I have faith that this product is so supply constrained, the demand is so high for it, there's not a lot of people doing it that for us like we get to be very choosy with our deals. We're still getting an insane amount of deals sent to us on a monthly basis that we can. I have no fear over not being able to find good deals and being able to close with the same yield.
D
There's so many asset classes in real estate, there's always going to be a need for a certain kind of Capital. In 2021 you weren't going to need this product because you could get 75 or 80% financing on a multi family deal and there was equity coming out of people's ears. So there wasn't a need for 15 to 18% preferred equity to close the capital gap in a deal industrial. Different situation in retail. I mean retail was a dirty word from 2010 until 2022 or 2023. And there would absolutely have been this need in retail back then. So call it 25 asset classes, including the niche asset classes. In real estate there will always be a broken deal, a hairy deal, an opportunistic deal where somebody needs to close the gap, can't raise all the equity themselves. Totally qualified, capable sponsor and you know, we're solving a problem for them which is just filling a slug of the equity.
B
And what's your view on markets? Right. We've seen, you know, coming out of COVID there was a migration of people and an appetite for investments in the Sun Belt, Phoenix, Vegas, throughout Texas, Florida, Nashville, Carolinas, and then in the last 12 months or so there's been a return to coastal markets. But not necessarily all coastal markets like Los Angeles, but coastal markets like, like red dots within a coastal market. Certain markets, maybe it's Orange county, maybe it's certain markets in the Seattle market that are more business friendly. Bay area, maybe East Bay or some.
C
Other.
B
Red areas or business friendly areas. So I guess my question is, are you concerned about oversupply? Are you more concerned about oversupply in the Sunbelt, or are you more concerned about regulatory politics gone amok in blue coastal states?
D
I'm sure we may have two answers. I'm always concerned about supply. Supply is the single thing in real estate that keeps me up all night. But I also think that going forward we've seen the supply damage that we're going to see. For the time being, it's not going to get worse than it was in 2024 and 2025, maybe even 20, 2023. Like the supply picture gets better from here. The regulatory unpredictability, the governmental unpredictability, the tweets that get sent out that change the entire game or cause everybody to freak out when they wake up. That's not going anywhere. And I think we haven't seen our last surprise on that front. So, you know, when the news last week came out about institutional ownership of single family homes, immediately, right. We're underwriting a single family build to rent deal right now, both in our equity business and in our pref equity business. Boom. It like leads to conversations. We've got to analyze it. We've got to try to figure something out that's based on, not on rationality, but on, you know, an unpredictable, you know, idea. And we still have no idea where that's going to flesh out. I think we have our theories about it, but.
B
And that's at the federal level, where we really haven't seen.
D
Oh yeah, go into the state level with blue states and, you know, that's a complete municipal other set of issues. California is at the heart of it. You guys know better than I do.
B
Says a guy who's adjacent to New York City. I don't know if we can.
D
I'm more adjacent to Boston than I.
B
Am to New York. Fair enough. All right. You're adjacent to New York, but I still can Connecticut. It's like people in Southern California, they say they're from Agora and they try to say they're like from la.
C
And I said, no, you're not.
B
But for some reason, I think it's the opposite. When people I meet people from Connecticut, I figure they're from New York.
C
If you asked him six months ago, he would have said New York. Yeah.
D
As bad as it might be. I'll take your weather. I think you'll take my regulatory issues.
B
Yeah, I gotcha. You know, in our remaining moments, there's a lot of competition on the debt side and maybe more on the senior side than the pref side.
C
But.
B
But do you feel like there's a lot of groups who want to do what you do? I know that when equity shops, large equity shops were not transacting and they needed to put money to work, they were looking towards a pref platform. So how do you feel about, you know, those that are in your lane?
C
So it's funny, I think there's a lot of talk about it. The we're still playing in a size range that is sub institutional. It's not really on the radar and it's very supply constrained. You go above $8 million. It is very commoditized. Anybody who has a credit platform or even an equity platform is, has either started a prep equity business or has dipped into that, that business. So if you're going to get $8 million plus you're getting 10 term sheets from all the names that you can imagine, the paper looks the same and you can potentially drive pricing down to that 12 to 14%, all in range sub 8, $8 million. We're just not seeing any players. And it's, I don't think I've ever lost a term sheet to another pref equity group. If we're getting beat out, it's usually by JV Equity or we've delivered our term sheet to a sponsor who has gone to his rich uncle and the rich uncle says, you know what, like I'll do that deal.
B
Or what if a senior lender says I will stretch my senior right and get right and just have a blank?
C
Which I'm fine. If that's what's beating me out. That's, I'm fine with that. If anything, that's validation for our thesis.
B
Yeah.
D
And look, we're willing to do that as well. But I know only two groups really that compete in, in our ballpark. One of them insists on an 18% current return. No flexibility at all. Right. We're happy to compete with them all day long because, you know, we'll use different levers to come up with a solution that the sponsor's gonna find preferable. And the other group I just think is very challenging to deal with. And I know them personally and I think that they do good deals. They're few and far between. I don't think that they're out there looking at a whole lot of deals and trying to come up with creative solutions for the sponsors. They're just trying to come out with an outcome for themselves. And I think that's the difference. We're client focused, we're relationship focused. We want to be programmatic. We'd much rather do five deals with the same sponsor who's comfortable with us, comfortable with our documents, comfortable with the way that we approach our deals. We're not trying to screw anybody ever. That's the way you build a long term business as opposed to like executing one deal and trying to maximize a return.
B
Yeah. All right, final question. If we do this, which I hope we could do an annual podcast, if we do the third one next year at this time, what would be a successful year for a parent base?
D
Great question.
C
You go first.
D
I Think two things. I think one is that we would do between 30 and 50 million dollars worth of pref equity deals. And second, we would bring in a programmatic partner. Probably a family office is the best suited programmatic partner for our next. That gives us the pathway to build about 100 to $200 million loan portfolio, which puts us in a position then to take that next step with an institutional investor and give that family office some participation in that future and the incentive to get us to that phase where an institutional investor can take us from a couple hundred million dollars in loan exposure to a billion.
C
I think that'd be great. Sounds good. Yeah. I was gonna say no losses, keeping discipline, especially in this market. You know, money's out there and people can put it out and they'll generate fees and make money off of it. But being able to remain disciplined, have an established credit culture, being able to stick to that credit culture. I'm a young guy, I'm trying to do this for the long haul and, and I see myself creating a long standing business. I think you can only do that if you're minimizing losses and staying, staying disciplined.
D
And for literally that statement, I say thank you. Because you found the kind of partner.
B
That I sleep well at night is.
D
Taking care of the house.
B
Yeah. Well, I'm, I am so glad that it has worked out to date and it, it gives me a lot of pride and I love wearing my apparent capital pullover.
C
I can't wait for my next, next year you're going to be wearing them. Yeah.
B
But what you guys can wear, if I can reach over these brand new Sawtel or Kirsch hats.
D
This is exciting.
B
There you go. Everyone's gonna ask you, everyone's gonna ask you, Dan, what is, what is, what is Sawtel?
D
What is Sotel?
B
It's a street that we're on. That's the area that we're in.
D
This is a great office. If any of you listeners out there have an opportunity to come visit this office, it is brilliantly designed. It is like wonderful to be here and I don't want to leave, so.
B
Ah, I appreciate that. Yeah. So I'll tell, you could tell all your friends on the east coast. It is, what would you say? One of the most diverse, energetic areas streets of la.
C
I want him to see it at night. I think at night. This is like the. Every single restaurant's got a line. It is, it's very cool.
D
Yep.
B
We've got the Sklar Kershaw on the side. So we're proud of it.
D
He's got to take his tag off and not a good look, but Eli looks pretty good.
B
Nah, it's all good. It's all good. I know you have a tight schedule meeting folks throughout the city, and I'm honored that you took some time to come into studio and share what a parent base is doing.
C
Thanks very much.
B
Best of luck for 2026.
D
Thank you. Thank you for giving us the opportunity. It's great to see you, as always.
B
Likewise. And that's another episode of Real Talk.
A
You've been listening to Real Talk Real Estate discussions with Andrew Kirsch. You can catch prior episodes@scalarkirsch.com and on YouTube, LinkedIn, Apple Podcasts, Spotify, Google Podcasts, and more. Thank you for your positive reviews, comments, and for sharing this show with others.
Episode 88: Winning the Lower & Middle Market: Pref Equity and Mezz Debt with Apparent Base
Air Date: February 17, 2026
Host: Andrew Kirsh
Guests: Dan Joseph & Eli Mugavin, Co-Founders, Apparent Base
This episode marks the last under the “Real Talk” name, as host Andrew Kirsh prepares to rebrand the show. Andrew welcomes Dan Joseph and Eli Mugavin of Apparent Base, a company they formed after Andrew introduced them. Apparent Base specializes in providing preferred equity in the lower-to-middle market (deal sizes under $8 million) for commercial real estate. The conversation dives into market dynamics, deal structure, asset class trends, the unique value proposition of Apparent Base, and their outlook for the coming year.
Limited Competition at Small Scale
Focus on Relationships
The episode is collegial and candid, blending professional insight with light banter and mutual respect. The guests' rapport illustrates the strength of their partnership and their values-first approach to growing Apparent Base. The discussion is accessible yet detailed—valuable for newcomers, potential sponsors, and industry insiders alike.