Commercial Loans and Fun Blog

This article should be particularly interesting to accredited investors, commercial brokers (realtors), and commercial mortgage brokers because it describes a way for you to find the Holy Grail of real estate - equity money.

It is sometimes hard to fathom a world where such financial industry giants, as Lehman Brothers, Home Savings of America (once the largest S&L in the country), EF Hutton, Paine Webber, and Countrywide Financial, have now all either gone bankrupt or have been absorbed by a larger company into non-relevance.

When I was new to the mortgage business, Home Savings was like the Roman Empire.  Their enormous branch offices - each an architectural landmark like the Parthenon - were everywhere.  They're gone now?

Billions were spent just marketing the names of these companies.  "When EF Hutton speaks, people listen."  Every day for for decades, and during every pro football game, you would hear their commercials.  Now the name, EF Hutton, is just a distant memory.

There was another financial empire, a veritable colossus, that you may never have heard about - the syndication industry.  Was it a big industry?  Did they make a lot of money?  Think hundreds of billions of dollars worth of investments.  Think of an that was ten times larger than the entire hard money business.  Think big mansions, fast cars, and expensive parties.  Syndicators were at the top of the financial food chain.

But what is a syndicator?  A syndicator is a broker-dealer who puts together groups of wealthy private investors, known as accredited investors, to buy and hold commercial real estate.  But what is a broker-dealer?

A broker-dealer (think: stock broker) is a person or firm in the business of buying and selling securities, operating as both a broker and a dealer, depending on the transaction. The term broker-dealer is used in U.S. securities regulation parlance to describe stock brokerages, because most of them act as both agents and principals (investing with their own dough).  A brokerage acts as a broker (or agent) when it executes orders on behalf of clients, whereas it acts as a dealer, or principal, when it trades for its own account.

Broker-dealers are heavily regulated by the NASD, the National Association of Securities Dealers.  Hence their downfall.  By the time the Syndication Crisis was over, on the order of 70% (90%?) of all broker-dealers were out of business (and some were facing jail time).

It all started in the late 1970's, before the Reagan Administration.  Back in the day, the top tax rate was 90%!  But this tax rate was deceiving.  There were all sorts of tax shelters, where a taxpayer could lower his tax rate by investing his dough where the government wanted.  One of these tax shelters was multifamily and commercial construction.

Under the tax code prior to 1986, a doctor would invest several hundred thousand dollars into a limited partnership, put together by a syndicator, which would buy an apartment building using leverage; i.e., some bank would finance 70% of the purchase.

This leveraged investment would intentionally produce a paper loss every year, largely due to depreciation.  The early limited partnerships were properly structured.  The early syndicators used just the right amount of equity (dough from the doctors).  While there was a paper loss, there was no actual out-of-pocket loss, called an alligator, for the investors.

A typical doctor would then take his $50,000 paper loss and use it to reduce his taxable income from $400,000 per year to just $350,000 per year.  Since the top tax rate was 90%, the doctor saved 90% of that $50,000 reduction in taxable income.  All was good in the world because the Federal government was trying to encourage the construction of new apartment buildings.

And the syndicators got rich, rich, rich.

But like most manias, things got out of hand.  Eventually so many apartment buildings were constructed that they became over-built in some areas.  To make matter worse, syndicators began to structure deals with super-sized losses.  Syndicators would assemble syndicates with so little equity (doctor money) and with so much debt that the deals intentionally had a negative cash flow.  Yikes. 

These 1984 and 1985-era syndicates had large negative cash flows that had to be fed by assessing the doctors every month to feed the alligator.  When the general partner of a limited partnership - or modernly the Managing Member of a limited liability company - has to ask the investors for more cash, it is called a cash call.  Back in 1984 and 1985, the doctors didn't mind monthly cash calls because the negative cash flows produced super-sized tax shelter losses.  

"Would you like me to super-size your alligator?"  Ha-ha!

When President Reagan was elected, he led a charge to change the U.S. tax code.  Tax shelter investments were no longer going to where they would produce the best benefit for the economy, but rather they were going into real estate deals where the real estate was hardly needed.

The Tax Reform Act of 1986 radically changed the commercial property market.  No longer could wealthy investors shelter their active income from employment with passive losses from real estate.  Suddenly one of the legs propping up commercial real estate values was kicked out from the under the industry.  "If I can't use the building as a tax shelter, then dump the dang thing!  I want out."

Commercial real estate values then plunged by 45%.  Remember that number - 45%.  When commercial real estate crashes, it falls exactly 45% and not a penny more.  I have seen commercial real estate crash exactly 45% three times in my career - the S&L Crisis (includes this tax change), the Dot Com Crisis, and the Great Recession.  Remember this during the next crisis, when the Chicken Little's of this world are shouting that the sky is falling.  The time to buy is when blood is running in the streets, when commercial real estate has fallen 45%.

But the General Partner of the limited partnerships, the broker-dealer that syndicated the deal, couldn't sell the property.  After a 45% decline in commercial real estate values, the partnership owed far more on the property than it was worth.

And thing got worse.  Under the old limited partnerships, the general partner was personally liable for the debt.  Holy crapola!  Guess who was the general partner?  The syndicator, the broker-dealer who assembled the syndicate.  

"But wait, weren't the doctors still liable for their cash calls?"  Maybe in theory, but in real life they all told the syndicators to go pound sand.  The banks foreclosed and obtained huge deficiency judgments against the general partners.  Facing countless collection actions from banks, the broker-dealers then filed for bankruptcy, one after the other.

When Europeans landed in the New World, they brought the small box virus.  There were 25 million Native-Americans in North America.  About 21 million of them died of smallpox or other European diseases, for which they had no immunity.  Bankruptcies swept through the broker-deal industry in the late 1980's and early 1990's, just like a smallpox epidemic.  Virtually every small broker-dealer in the country was wiped out.

The syndication industry was suddenly gone - poof!  An industry involving hundreds of billions of dollars simply disappeared.  And it never came back.

Blackburne & Sons Realty Capital Corporation is returning to the syndication business. We have already closed a dozen small deals, and we made an offer on another Sacramento purchase this week.  Unfortunately we are focusing strictly on the Sacramento area right now, so we are not quite ready to ask for deals.

The deals we are doing are 100% all-cash deals.  Our deals are capital preservation deals, where there is zero debt.  The idea is to create a "partnership" (more precisely a new LLC) that can withstand just about any financial crisis.

Participation right now is being limited to our trust deed investors and those accredited investors who have signed up for our trust deed distribution list.  The best way to start seeing these deals - assuming you are an accredited investor - is to sign up for on trust deed distribution list.

This week I received a great blog article by a veritable icon in the commercial hard money lending industry, consultant Dan Harkey.  The article was entitled, Conforming vs. Nonconforming - Making Your Property Lending Decisions.  I learned soooo much.  With Dan's permission, I am republishing the second half of this great article.  Don't worry.  This second half, which concerns conditional use permits, variances, and state licensing, stands on its own.  Read on and learn:

Conforming vs. Nonconforming -
Making Your Property Lending Decisions (Part 2)

Conditional Use Permits

The issuance of a conditional use permit must be in adherence to, and consistent with, the hierarchy of land use laws. The use permit is a result of zoning laws which must comply with an adopted general plan which in turn must comply with state laws.

A Conditional Use Permit (CUP) allows a city or county to consider special uses which may be essential or desirable to a particular community, but which are not allowed as a matter of right within a zoning district, through a public hearing process. A conditional use permit can provide flexibility within a zoning ordinance.  Another traditional purpose of the conditional use permit is to enable a municipality to control certain uses which could have detrimental effects on the community.  (George: Nudie bars?  X-rated book stores?  We lend on them!)

A CUP is generally required for certain land uses which are an exception to a community’s general plan.  Land suitability, environmental impacts, project design, traffic and noise impact, and availability of public services are some of the conditions which may call for a CUP.

Mobile home parks, “granny” units, and second dwellings on single family lots are typical cases where a CUP might be required.  Conditional use permits run with the land, not the applicant, and may be passed on to future owners of the property; however, conditional use permits may also be revoked for a number of reasons.  (George: Yikes!)  Relying on a CUP as the major factor in a credit decision could result in reduction of value should the permit be revoked.

Variances

The intent of zoning variances is to provide a form of equitable relief when the owner or representative of a property can demonstrate that the variance would not conflict with the public interest and that undue hardship or loss of financial return would occur should the variance not be granted.  Building code variances may include exceptions to height restrictions, setbacks, or moving demising walls, etc. As with the conditional use permit, an applicant for a variance must submit a set of plans and a statement of purpose to the proper municipal authorities.  Once granted, the variance runs with the land, may be transferred, and it is not subject to revocation.  (George:  From a lender's or buyer's point of view, variances are much safer than conditional use permits.)

George:  Ahhhh.  How sweet is that? 

State Licensing

Some properties, such as a senior care facility in an R1 single family, zoned neighborhood, may require both a state license for the operator and a use permit by the municipality in order to run the facility.  The state licensing of the operator may be required for special training and competency. If the property is sold or a lender is underwriting the property in order to make a loan there will be four concerns of, property conformity; permitting; licensing of the operator; and the impact on a going concern.  It may be problematic when doing a cap rate analysis if there is a deviation that makes a property significantly different from other comparable properties.  The assumption of an increased value may be fraudulent or false at best.

Conclusion

As a lender, or agent of the lender, it is absolutely necessary to determine which of these classifications the subject property falls under.  Each lender will have a different standard of tolerance and/or requirements for legal nonconforming properties, but would most likely not want to be in a position of loaning on a bootlegged property.

While an appraisal might pick up this fact, it should not be depended upon nor should the representations of the realtor who might be involved in the transaction be depended upon.  Lenders can be sued by a multitude of parties for failing to identify the true legal conformity of the property.

Calling or visiting the city planning departments to verify zoning, and conforming vs. nonconforming status is highly recommended. Verifying the terms and conditions of a conditional use permit and under what circumstances it may be revoked is also recommended.  If possible, get a copy of the approved permits or variances from the city or answers from the governing authority in writing.  If a loan has been secured by an illegal nonconforming property or on a property with a revoked permit, getting paid back may be at risk.

Dan Harkey has worked for over 45 years in the hard money lending business.  (To old veterans like myself, Dan is respected as an icon.). He currently consults with borrowers in need of hard money loans.  Dan can be reached at 949-533-8315 or at dan@danharkey.com.

Attention Accredited Investors:

A large percentage of our trust deed investors started out as borrowers.  I met these guys when they applied for a $1 million loan on their strip center... and within three years I had convinced them to invest $30,000 in a first trust deed.

I know, I know, your main concern right now is getting a commercial real estate loan; but do you want to retire with $4 million or $5.5 million?

You need to put some of your retirement savings into first trust deeds.  For example, are your IRA funds earning 7% to 12% interest right now?  Betcha they aren't.  I strongly urge you to take a quick look at our first trust deeds.

George 

All of my work life I have heard smart real estate people use fancy terms like conforming, legal nonconforming, illegal nonconforming, conditional use permits, and variances.  I would always nod my head and try to look intelligent, but the truth is that I never knew what the heck they were talking about.

Then I read the following blog article by Dan Harkey, one of the smartest minds (the smartest?) in the hard money business.  With Dan's generous permission, I am republishing his recent blog article, Conforming vs. Nonconforming - Making Your Property Lending Decisions. Dan writes:

Conforming vs. Nonconforming -
Making Your Property Lending Decisions

When underwriting commercial real estate loans, or even residential loans, as a lender, it is absolutely necessary (George: Note the emphasis) to determine the property's conforming status.  Is the subject property conforming, legal nonconforming, or illegal nonconforming?

Conforming Use

A conforming use is one where the subject property is in compliance with local zoning laws and the use of the property is legally permitted. Conformity is a byproduct of zoning laws and municipal ordinances which may change over a period of time.

Legal Nonconforming

A legal nonconforming use is a use of lands or structure which was legally established according to the applicable zoning and municipal building laws at the time, but which does not meet current zoning and building regulations. A use or structure can become legal nonconforming due to rezoning, annexation, or revisions to the Zoning Code.  (George:  The government changed the rules.).

As long as a nonconforming property’s use status does not change, its legal nonconforming designation may be protected by municipality or regulatory agency. A legal nonconforming designation usually requires the property to be in continuous use. If it is vacant for a period of time, its legal nonconforming status may be lost. In some communities special or conditional use permits, variances, or site development permits may be obtained to extend or even modify legal nonconforming use.

Communities vary in the way they treat legal nonconforming properties which are destroyed. Most will allow the rebuilding of the property to its prior condition only if 50% or less of the structure is destroyed. If, however, the entire structure is destroyed, most often the owner would be required to rebuild to current zoning standards.  (Helloooo?  Are you lenders pay attention?  You could easily lose your butt if you could only rebuild two units rather than four!)  

A lender in such a case may experience a serious loss in collateral value but may be able to mitigate such a risk by obtaining the correct property and casualty insurance coverage.  Endorsements to hazard policies may be available that would allow insurance proceeds to be used to build a different structure as a result of changes to building laws and ordinances. (Pay attention here!  Lenders should can get a special endorsement to the fire insurance policy.)

For example, a retail strip center situated on a small lot may not have enough parking spaces to comply with current zoning requirements. If zoning changes regarding parking requirements have increased from requiring 3 spaces per thousand square feet of building to 4 spaces per thousand, the owner may be required to reconfigure the retail center’s footprint. The owner should seek knowledgeable insurance counsel to obtain this special protection. The lender should verify the type of coverage and require that they be named as mortgagee and loss payee as well as an additional insured.

Illegal Nonconforming

Lenders are most at risk with a property which is nonconforming and has been illegally modified or is operating without proper conditional use permits. For economic reasons, owners may elect to illegally modify a property to a use that falls outside current zoning standards or the use permit framework. For example, a 4-unit building of 2 bedroom/2 baths units is converted into an 8 unit building of 1 bedroom/1 bath units.  If done covertly, without approvals or permits, it becomes illegal nonconforming.  This process is sometimes called bootlegging.

This example of bootlegging may be perceived as subjecting the surrounding community to unnecessary burdens.  Negative impacts could include traffic, ingress and egress, inadequate parking, more transient occupancy, and a lack of approved (and possibly dangerous) electrical, plumbing and general construction.

Dan Harkey has worked for over 45 years in the hard money lending business.  (To old veterans like myself, Dan is respected as an icon.). He currently consults with borrowers in need of hard money loans.  Dan can be reached at 949-533-8315 or at dan@danharkey.com.

Attention Accredited Investors:

A large percentage of our trust deed investors started out as borrowers.  I met these guys when they applied for a $1 million loan on their strip center... and within three years I had convinced them to invest $30,000 in a first trust deed.

I know, I know, your main concern right now is getting a commercial real estate loan; but do you want to retire with $4 million or $5.5 million?

You need to put some of your retirement savings into first trust deeds.  For example, are your IRA funds earning 7% to 12% interest right now?  Betcha they aren't.  I strongly urge you to take a quick look at our first trust deeds.

George 

What on earth is a TIC roll-up?  Do they bite when you try to roll them up?

In order to understand a TIC roll-up, you first have to understand a TIC.  A tenancy-in-common investment ("TIC" or "TIC Investment") is an investment by a taxpayer in real estate which is co-owned with other investors.

Since the taxpayer holds title to the real estate as a tenant-in-common, TIC investments qualify under the like-kind rules of §1031.  In other words, if the 67-year-old owner of a big apartment building, in which he has lots of equity, gets tired of the hassles of management, he can do a delayed exchange into a TIC.

TIC investments are typically made in projects such as apartment houses, shopping centers, office buildings, etc.  Management responsibilities are provided by management professionals.  Cash returns on these types of investments are typically in the 6% to 7% range.  Syndicators of TICs are called "sponsors."

TIC investments are commonly structured in one of the following ways -

• A single-tenant property with an established credit rating; or
  
  
• Multiple tenants subject to a single master lease with the TIC sponsor who subleases to the tenants; or
  
  
• Multiple tenants each with separate leases managed by professional management.

TIC's do have a few drawbacks.  These investments have extended terms, so the investor is pretty much stuck in the deal for a long period.  To make matters worse, there is no liquidity.  A TIC investor can't easily sell his tenancy-in-common interest.

Okay, now that we know what a TIC is, we are once again ready to ask, "What on earth is a TIC roll-up?"

That's the question I asked my buddy, Yoni Miller, of QuickLiquidity.com.  Yoni had just sent out another tombstone announcing the closing of a $6.8 million subordinated loan secured by a portfolio of industrial buildings along the Eastern seaboard.  The senior debt was a CMBS loan.  The proceeds of Yoni's loan were used to effect this strange transaction known as TIC roll-up.  

In response to my question, Yoni wrote:  

I have a real treat for you today.  A buddy of mine, Yoni Miller of QuickLiquidity.com, makes preferred equity investments and second mortgage loans on commercial property.  He has generously agreed to write today's fascinating blog article about all of the unique types of preferred equity investments and commercial second mortgages that junior commercial lenders can make.

Before we get into Yoni's wonderful article, I first just want to give you a quick refresher course on preferred equity investments.  Preferred equity is similar to a second mortgage on a commercial property.  You own a $6 million shopping center, and you owe just $2.5 million against it.  You need $1 million to convert a former K-Mart space into self-storage space.

You just can't go out and refinance the building because you have a defeasance prepayment penalty.  You would have to pay a prepayment penalty of $850,000 just to borrow $1 million.  The first mortgage loan documents prohibits second mortgages.  You can't even put a mezzanine loan on the property because the first mortgage loan documents prohibit mezzanine loans too.  The trust that bought the first mortgage does not want the owner to take on any additional loan payments.

A preferred equity investment is NOT a loan.  Therefore it does NOT have any loan payments.  A preferred equity investment is a purchase of some of the membership interests (think of shares of stock) in the limited liability company (think of a corporation) that owns the commercial property.

The preferred equity investor only gets paid if the property is generating enough cash flow.  Because the investment is preferred, the preferred equity investor gets a paid its return first, right after the first mortgage payment, but before any of the other owners of the property can pull out a dime.

Now on to Yoni's insightful article.  Who knew such unique financing and liquidity strategies actually existed?

Commercial real estate owners strive to create additional equity in their investment properties.  (George: By renovating the property, leasing out vacant units, replacing existing tenants with higher paying tenants, and paying down on the first mortgage.)  Once they have created a significant amount of equity, they unfortunately have few ways to monetize it.  (George:  Pay attention here folks.  Lots of investors have tons of equity, but they don't know how to monetize it!)

The most common way to monetize equity in a commercial real estate investment is a cash-out refinance, but some borrowers' existing first mortgages have hefty prepayment penalties, meaning if they were to refinance and payoff their existing mortgage, they have to pay extra fees, which can vary greatly.  In many cases these prepayment penalties make it costly to do a cash-out refinance with a new lender, making them look for alternative options for them to monetize their equity.

Two of the most popular options are second mortgages and equity recapitalizations, which may allow them to monetize their equity without disturbing their existing first mortgage. Let’s discuss what each of those are and then provide a few real life examples.

What is a “Second Mortgage”?

Investopedia answers the questions for us.  “A second mortgage is a type of subordinate mortgage, made while an original mortgage is still in effect. In the event of default, the original mortgage would receive all proceeds from the liquidation of the property until it is all paid off.  Since the second mortgage would receive repayments only when the first mortgage has been paid off, the interest rate charged for the second mortgage tends to be higher and the amount borrowed will be lower than that of the first mortgage.”

What is a “Equity Recapitalization”?

An equity recapitalization in commercial real estate is changing the mix of the capital that creates the real estate capital stack (George: On $100 million office building purchases in New York City, the capital stack often gets very, very layered.  For example, there's the first mortgage, then mezzanine loan #1, then mezzanine loan #2, then the senior preferred equity, then the junior preferred equity, then the venture equity, and finally the developer's or borrower's cash contribution.)

An equity recapitalization is often done to buy out existing partners, create liquidity for new investment opportunities, or for capital needed for tenant improvements. A common way to achieve this is by bringing in a new capital partner or preferred equity investor. This helps an owner create the liquidity they need without giving up management control or majority ownership of the property.

Here are four examples of how QuickLiquidity, a direct lender and preferred equity investor recently helped commercial real estate owners and limited partners monetize their existing equity.

1)    QuickLiquidity funded a $1.4 million second mortgage on a $50 million shopping center located in a suburb of Kansas City, MO. The borrower, who is an experienced developer, needed to monetize his equity in a 235,000-square-foot shopping center without refinancing their existing first mortgage. The borrower had recently created significant equity in the shopping center by redeveloping it and securing new long-term leases with national tenants. The borrower's existing first mortgage lender would not increase their loan for the purposes of a cash-out, leaving the borrower with a limited amount of financially feasible options to quickly monetize their equity. If the borrower were to refinance their first mortgage with a new lender, the closing costs and fees to replace the large first mortgage would be significant compared to the relatively small $1.4 million cash-out amount. QuickLiquidity offered a solution by providing the borrower with a second mortgage on the property. This saved the borrower a ton of money in fees and provided them with the capital they needed in the time frame they needed.

2)    QuickLiquidity purchased a 2.53% partial interest for $460,000 in a real estate partnership that owns a 199-unit apartment community in Fairfax, VA. (George: Pay attention here.  QuickLiquidity actually purchased a tiny interest in the LLC that owned the property.  This was NOT a preferred equity investment.  After the purchase, the interest that QuickLiquidty purchased was pari passou with that of the other investors in the project.  In the words of the Church Lady, QuickLiquidity was NOT special.)  The seller inherited the partial interest over 30 years ago and was seeking an immediate exit strategy from their illiquid and non-controlling interest. By QuickLiquidity coming in as a new passive investor, the seller was able to receive immediate liquidity without having to wait until the partnership decides to sell the property, which might not occur for many years.

3)    QuickLiquidity provided $1 million of post-petition debtor-in-possession (DIP) financing to a commercial real estate investment fund in Chapter 11 bankruptcy. The DIP financing is secured by a priority lien against the funds ownership interests in 5 properties totaling almost 500,000-square-feet, between three office buildings and two retail shopping centers. This loan provided the necessary capital to allow the fund to operate while pursuing a confirmable plan of reorganization.

4)    QuickLiquidity made a $500,000 loan secured by a 9.39% illiquid and non-controlling ownership interest in a $30 million shopping center located near Cincinnati, OH. The property is 320,000-square-feet.  The shopping center is 100 percent occupied, with its anchor tenants being The Home Depot, Kroger, and Kohl’s, who have leases that continue until 2024 and 2025. The borrower looked to monetize its illiquid and non-controlling ownership interest to access capital in order to invest in a time sensitive real estate development deal. By bringing in QuickLiquidity as the lender, the borrower was able to receive the capital he needed, while maintaining complete ownership of his interest. (George:  Note, unlike example 2 above, QuickLiquidity did NOT buy the borrower's membership interest in the LLC that owned the shopping center.  Instead, they made a loan against it.  This is incredibly rare and invaluable to know.)  This allows the borrower to receive the property’s future appreciation and upside, while leveraging his existing investment.

QuickLiquidity is a direct lender and preferred equity investor providing equity recapitalizations, subordinated debt and partner buyouts on commercial real estate nationwide. QuickLiquidity allows real estate owners to monetize their existing equity while maintaining majority ownership and control of their property without disturbing their existing first mortgage or triggering any prepayment penalties. For more information you can visit www.quickliquidity.com/recapitalizations.html or call Yoni Miller 561-221-0881.

You don't see many new second mortgages on commercial properties these days.  The reason why is because most modern first mortgage loan documents contain an outright prohibition against any sort of junior financing.  It's not just conduits that prohibit junior financing.  Commercial banks now also prohibit junior financing.

The section of a first mortgage that prohibits junior financing is called the alienation clause.  An alienation clause is one that says that the alienation (transfer) of any interest in the property, without the permission of the lender, is grounds to accelerate the loan and to demand that the loan be immediately paid in full.  The really sucky part of such an acceleration is that the payoff demand will contain the full prepayment penalty!  Ouch.

"But George, what if there is tons of equity in the property?"

One way a big-time investor can pull equity out of an underleveraged commercial property is to obtain a mezzanine loan.  Unfortunately mezzanine loans and preferred equity investments are also considered junior financing and are usually prohibited.  In some cases, however, an intercreditor agreement can be negotiated.

An intercreditor agreement is an agreement between a first mortgage holder and the provider of junior financing, which could be a second mortgage lender, a mezzanine lender, or a preferred equity investor.  The first mortgage lender looks at the junior lender for experience in actually operating the type of property involved and for his financial strength.  If the junior lender is a newbie with no financial strength, the first mortgage lender will say no.  If the junior lender is an old pro with deep pockets, the first mortgage lender will sometimes agree in writing to permit the junior financing.  There is often a provision that says that the first mortgage lender will notify the junior lender immediately in the event of a default.  The intercreditor agreement will also often allow the junior creditor to buy the first mortgage in the event of a default.

Okay, with this long-winded background in mind, we finally get to the point of today's training lesson.  This week a buddy of mine who makes preferred equity investments (like a second mortgage but with no required monthly payments) sent out a tombstone.  He proudly announced that his company had just made a second mortgage of $1.4 million behind a $32 million first mortgage on a $50 million shopping center in Kansas City.

Holy crap!  A second mortgage of only $1.4 million behind a $32 million first mortgage???  So I wrote to him, "My friend, this loan grossly violates the New-Money-to-Old-Money Ratio."

Back in the old days of hard money, second mortgage lenders learned the hard way never to make a small second mortgage behind a huge first mortgage.

Example:

Newbie Mortgage makes a $20,000 second mortgage behind a $500,000 first mortgage on a house worth $1 million.  There is tons of equity.  Then the borrower becomes a crack addict and stops making all payments.  By the time the second mortgage finds out, the first mortgage is behind 7 payments of $4,000.  Just to cure the loan, Newbie Mortgage has to come up with $28,000.

Then Newbie Mortgage is facing another nine-month ordeal to march to a trust deed sale and to obtain relief from the automatic stay of bankruptcy.  That’s another $36,000.  And then there are attorneys fees and foreclosure costs.  That’s an advance of over $54,000 - just to protect an original investment of $20,000.

Ninety percent of similar investors, in real life, end up just walking away from their $20,000 loan.

The Irony: 

The first mortgage lender goes to a foreclosure sale.  No one bids, so the first mortgage investor ends up owning the property.  After a $15,000 clean-up and facelift, the lender ends up later selling the property for $1.3 million.  Arghh.

New-Money-To-Old-Money Ratio

New Money / Old Money > 33%

In plain English, the wise second mortgage investor will avoid making any second mortgage where this ratio is less than 33%.  In other words, the second mortgage should be at least one-third the size of the first mortgage for the reasons explain above.

Now back to my buddy's deal:  Let's compute his New-Money-to-Old-Money Ratio.

($1.4 million / $32 million) x 100% = 4.3%

Holy crap!  This ratio is never supposed to be less than 33%.

Now my buddy is pretty sophisticated and he pointed out that his Fund had negotiated a very good Intercreditor Agreement.  The underlying first mortgage holder had agreed to notify them immediately in the event of a default.

In addition, his Fund had the option to purchase the underlying first mortgage in the event of a default.  His Fund would love to own this $32 million first mortgage because it had an attractive default interest rate.  It would also love-love-love to own this gorgeous shopping center for a mere $32 million.

He had also gotten personal guarantees from the high net worth borrower and other high-equity LLC's.  Lastly, the shopping center had a number of long-term leases from credit tenants and near-credit tenants.

By the end, I agreed that his was a reasonably prudent investment, but only because his Fund had deep-deep pockets.

Folks, I have done a pretty smart thing.  I have started to trade my wonderful video training courses  to mortgage brokers all across the country for a list of ten bankers making commercial loans.  We are adding these banks to CommercialMortgage.com ("CMDC") in huge handfuls.  Man, CMDC is getting soooo useful.  And its free!

If you are a multifamily or commercial property investor yourself, today's training article is really going to open your eyes.  Banks dislike you just for breathing.

Example #1:

Bob Tool opens a successful tool and die business.  He has a net worth of around $2 million, and he clears about $140,000 per year.  Bob hears about a competitor going out of business, and he has an opportunity to buy $3 million's worth of equipment for just $600,000.  Bob therefore applies to Steve Veteran, a very experienced commercial mortgage broker, for a $600,000 on his industrial building.

Now Bob Tool's industrial building is not terribly pretty.  It is a 30-year-old steel building that is showing its age.  Old industrial equipment litters the yard.  Bob had approached a couple of banks on his own, but the answer was the same.  The banks just didn't like the collateral.

Now Steve Veteran has survived for twenty years in the business for a reason.  He understands banking.  Bob therefore does a Google search for small banks located close to Bob Tool's business. He find the First National Bank of Nearby.  Then Steve calls the bank president (branch manager), and sets up a meeting between the three of them.

At the bank, Steve introduces Bob to the bank president and explains, "Mr. Banker, Bob owns a successful tool and die company near you.  He needs to borrow $600,000 for five years, but he is willing to change banks and move all of his corporate and personal accounts over to your bank."  

The banker's face breaks into a BIG smile.  "Welcome, Bob, you've come to the right place."  The banker knows that Bob may end up keeping his accounts at the bank for the next decade or two.  Because Bob's business is successful, he will probably maintain sizeable cash balances in those those accounts, money with which the banker can make loans to other customers.

This is The Banking Game, and Steve Veteran, the old-time commercial mortgage broker, played the game to perfection.

Example #2:

John Investor does not own a company.  Instead, he owns and manages several apartment buildings.  Like Bob Tool, he has a net worth of aound $2 million, and he clears about $140,000 per year.  John Investor hears about a five-plex that was just forclosed upon by a hard money commercial lender.  The building is worth, once it is cleaned up and rented out again, on the order of $3 million.  He can buy this building from the hard money lender for $900,000.  John has the downpayment, but he needs a $600,000 loan from the bank.

John Investor therefore call the bank and sets up a meeting with the bank president.  At first the banker is all smiles, but as soon as the banker hears that John is a real estate investor, his attitude markedly changes.  "I'm sorry, Mr. Investor, but I know that apartment building.  It's pretty rundown.  This deal is not for us."

Frustrated and sensing some distinct coldness from the banker, Steve argues, "But, Mr. Banker, I am going to be fixing up the building.  Within 18 months, the building will be pristine.  I'll even move my bank accounts over to your bank."  "I'm sorry," stonewalls the bank president, "but this deal is not for us."

Okay, so what happened?  Both borrowers were successful businessmen.  Both had good credit.  Both made good money.  Why did the banker dump all over the real estate investor, like he was some sort of low-life?

Answer:

Real estate investors seldom leave large cash balances in their bank accounts.  As soon as they have amassed a decent grubstake, they go out and buy another building.  In addition, real estate investors like to use leverage, so most of them are paying on large real estate loans.  

Real estate invesors are not good bank customers; i.e., they don't maintain large cash balances in the bank.

Much of the Above is No Longer True

Huh?  Not true?  Its pretty easy for banks these days to raise deposits.  All they have to do is to raise their interest rates a little higher than that of the competition, and new deposits will flow into the bank.  The problem, however, is that this is hot money, and hot money can flow out as quickly as it flowed in.

Money center banks and the big regional banks will seldom turn down a good real estate loan these days because of the lack of deposits.  These big banks are experts at matching their deposits with their loans.  By the way, a money center bank is a very large bank located in an economic hubs (large cities such as Los Angeles, New York, London, and Hong Kong) and earn revenue from transactions between themselves and governments, big businesses, and other banks, rather than the individual consumer.

While money center banks and large regional banks typically have all of the desposits  they need, this is not true of community banks.  Community banks still have to play The Banking Game, using their ability to make short term loans to entice businesses to maintain large cash deposits in their bank.

Whether you're a borrower, commercial broker, or commercial loan broker, today's super quick lesson applies to you.

You're working with a commercial lender, who is considering your commercial loan application.  You have read my single most important blog article ever, which explains that commercial lenders make loans for their friends.  In other words, if the commercial lender likes you, he will ignore a lot of black hairs in your package.  Therefore you want to develop a friendly relationship with this commercial loan officer.

Now think about it.  Would you want the receptionist telling your commercial loan officer, "Hey, Steve, that rude and pompous George Blackburne is only line three."  Or would you prefer her to say to Steve, "Hey, Steve, that little charmer, George Blackburne, is on line three.  Get him to tell you his little snail joke.  Ha-ha!"

The moral of the story is pretty simple:  Charm the socks off the receptionist.

One of my mentors, the great Bill Oldenburg, taught me this lesson.  He would fuss all over the receptionist whenever he telephoned his lender, and when he would make a personal visit, he would bring her flowers.  He was a charmer, and to his credit, he sincerely meant it.  He considered these receptionists and assistants to be his friends.  Its no wonder that he syndicated some of the largest commercial construction loans of his age.

PLEASE NOTE

The purple call-to-action button at the top of this page talks about my popular 9-hour commercial mortgage brokerage training course.  The course teaches a new broker everything from marketing for commercial loans, underwriting commercial loans, packaging the commercial loan, finding the right commercial lender, and lastly, fee collection.  We sell this course for $549.

But let's suppose you are a starving commercial mortgage broker.  You would love-love-love to own this course, but you don't have $549.  I will give you this 9-hour commercial mortgage brokerage training course course for free, if you will complile a list for me of ten bankers making commercial loans.  These are DVD's, so you will have to pay $30 or so for the shipping.

Please send your list to me by email.  Please insert in the subject line, "Trade for 10 Bankers."  Obviously I'll need your address and phone number.  Obviously this is George Blackburne III (the old man) at george@blackburne.com.  Guys, I get 1,300 emails every single day, so it is very easy for me to miss your email.  Right after emailing me your list, please send a text to 574-360-2486, "George, I just sent you a list of 10 bankers." 

I will please need the name of the loan officer, the bank, the address, the phone number, and his email address.  And guys, these commercial real estate loan officers must work at either a FDIC-insured bank or a NCUSIF-insured credit union.  I will not accept commercial real estate loan officers working for any other type of commercial lender.  I just want bankers.

You will probably have to call the ten closest banks to your office and ask for a commercial real estate loan officer.  Sometimes getting the banker's email address can be tricky.  They don't like giving it out.  I like to ask, "If I wanted to send you a package, to what email address would I send it?"

You can also choose instead our 4-hour video training course, "How to Find Private Mortgage Investors."  I have been telling you guys for years, the money in the mortgage business is in loan servicing fees.  My company enjoys $87,000 per month in loan servicing fees, whether we close a new loan or not.  There has never been an easier time to start a hard money mortgage company.  If you send me 20 bankers, you can have both training programs.

We take these dozens and dozens of new bankers, and we add them to CommercialMortgage.com.  Since the site is free and super-fast, you would be crazy not to search for commercial lenders using CommercialMortgage.com.  

When applying for a commercial loan to buy a small apartment building, you are likely to run into the following problem:  When the lender applies a 1.25 Debt Service Coverage Ratio to the Net Operating Income, the property will only qualify for a loan of 62% Loan-to-Value.  The commercial lender will then insist of a down payment of a whopping 38% of the purchase price!  Remember, purchase money second mortgages, behind bank or conduit first mortgages, are forbidden nowadays.

Who the fiddlesticks has 38% to put down????  What the hellions is going on?

The problem when trying to finance small apartment buildings - I am talking about multifamily properties of 5 to 20 units - is that everyone wants to own them.  The Apartment Game has been played for generations in America.  You buy a four-plex, rent it out, and run it for five years.  In the meantime, the rents go up by 35%.  Then you sell it for a nice profit and use your profits, plus your original down payment, to buy a ten-unit property.  Five years later you sell that 10-unit building and use your big profit to buy a 20-unit project.  By the age of 55, you are ready to retire and live off your rents.  Your success is virtually guaranteed, as long as inflation continues.

Because the Apartment Game is a virtually guaranteed path to a comfortable retirement, everyone wants to play.  If a small apartment building comes on the market, there is a feeding frenzy.  A 15-unit apartment building might have a NOI only $212,000, but the bidding is likely to go as follow:

"I'll pay $2,650,000 for that $212,000's worth of income."  This works out to an 8% cap rate.

"I'll pay $3,029,000 for that $212,000's worth of income."  This works out to a 7% cap rate.

"I'll pay $3,533,000 for that $212,000's worth of income."  This works out to a 6% cap rate.

When the bidding stops on this 15-unit apartment building, the price is likely to end at $4,348,000 - which equates to a cap rate of just 4.875%.  

Then, when the lender takes the $212,000 in NOI and divides it by the 1.25 Debt Service Coverage Ratio, he arrives at a loan amount of only $2,709,000 - assuming he used a 4.75%, 30 year constant.  Constant is just a fancy word for using a 4.75% interest rate on the new multifamily loan and a 30 year amortization.

Quick Review and Summary:

An investor is buying a 15-unit apartment building that has a Net Operating Income of just $212,000 per year.  The bidding to buy the building is fierce.  Everybody and their brother is bidding to buy it.  The investor is forced to pay around $4,350,000 for the building.  The loan officer at the bank working to make the loan can only get the deal to pencil at $2,710,000 - using a 4.75% interest rate and a 30 year term.

The investor has some serious down payment money, but who on earth has 38% to put down?  Does this mean that small apartment buildings cannot get financed, even though small apartments are the most desirable type of income property in the whole world?  Please read this again.  The hottest type of real estate - the best and most secure collateral for any real estate loan - is small apartments.

How Your Bank Loan Officer Must Handle This Situation:

First of all, the investor needs to choose a bank loan officer who is willing to go into Loan Committee and fight for the deal.  Then that loan officer must say:

"Boss, listen.  If we make a multifamily loan on a 100-unit apartment building, we could sit on that foreclosed collateral unsold for months, even though the loan had a 1.25 debt service coverage ratio originally. After all, there is not an unlimited demand for, and an unlimited number of buyers of, a 100-unit apartment building."

"In contrast, if we start to foreclose on a small apartment building (5-20 units), our REO department will have buyers lined up before the foreclosure sale even takes place.  You can verify this, Boss.  Just call the REO Department and ask them how many small apartment buildings we have unsold."

"The truth is, Boss, is that small apartment buildings are the single most desirable class of real estate to own.  The prices get bid up so high (in other words, the buyers are willing to accept very low cap rates), that the numbers don't work for a traditional apartment loan."

"If we want the BEST collateral for our loans, we have to show some flexibility on the debt service coverage ratio on small apartment deals.  We have to be willing to accept a 1.0 debt service coverage ratio, as long as the buyer's global income (salary, interest income, other net rental income) will support a few vacancies."

What I have written above is the absolute truth, and the bank loan officer, in Loan Committee, has to keep pounding the drum.  "Do we want fantastic collateral for our loans in real life or just so-so collateral that looks good on paper."  If the loan officer sticks to his guns, Loan Committee will eventually agree.

Here is one more arrow for the bank loan officer's quiver.  Any small apartment building that does pencil is almost assuredly in a slum.  For a small apartment deal to comfortably pencil for a 70% to 75% loan today, it must be selling at an 8% or higher cap rate.  In other words, in order to attract a buyer, the seller has to offer prospective purchasers a higher yield on the property.   The investor is thinking to himself, "The only way I am going to buy a property in this stinky area is if I am getting a huge return on my money."

So the last arrow in your loan officer's quiver is this:  "Boss, if a small apartment building loan ever pencils, I guarantee you that the area is so seedy that you wouldn't want your wife or mother walking around there at night.  The bank should want to make their apartment loans in good areas.  The reason why this deal doesn't pencil perfectly is because its in a good area."

One final point:  Banks, agency lenders (Fannie Mae, Freddie Mac, etc.), and conduits will not allow the seller to carry back a second mortgage behind their new first mortgage loans.  Blackburne & Sons will allow second mortgages!

Commercial loan brokers and borrowers often give up far too easily.  They get a commercial loan application in the door that they think is pretty good.  Then they take the deal to three or four commercial banks, who proceed to criticize the deal to death.  "I don't like the location."  "The borrower isn't strong enough."  "One of the leases expires in just 14 months."  "The borrower doesn't have enough liquidity."

Then the commercial loan broker loses confidence in the deal and quits.  He thinks to himself, "This must not be as good of a commercial loan as I thought it was.  I better go find a better one."  Arghhh!  There is probaly nothing really wrong with the deal.  Let me make something clear:

EVERY COMMERCIAL LOAN EVER CLOSED HAD A FEW BLACK HAIRS.

Read my lips.  Every commercial loan ever closed had a few black hairs.  An intelligent eight-year-old girl (boys are still pretty 'tupid at that age) could pick out flaws in a commercial loan package.  Bankers often think they are a genius when they find a flaw in a commercial loan, and then they tell you to come back when you have a better deal.  Horse pucky!  When you weigh the pro's and the con's of the deal, your commercial loan should probably be made.

So what happened?  You took your deal to a bank or a particular bank loan officer who just didn't feel like lending today.  Because the banker wasn't in the mood, he picked on the first black hair that he could spot and then sent you packing with a pat on the head.  "There's a good little boy.  You come back later with a perfect commercial loan or the broomstick of the Wicked Witch of the West."  Hellooo? There is no such thing as a perfect commercial loan!

Now we get to the point of today's training article:

Commercial loans should close EASILY.  If your banker is using weasel words, move on immediately to another bank!

When your banker uses weasel words like, "Well, I'm not sure," or "I'm worried about the loan-to-value ratio," he is just setting you up to turn you down tomorrow.  Commercial loan packages seldom get prettier overnight.  Banks seldom develop a voracious appetite for commercai loans overnight.  Therefore the instant your bank loan officer starts using weasel words, immediately submit your deal to three more lenders.  

Three is a magic number for me.  I try to make it a rule to always have my commercial loan submitted to at least three different lenders at the same time.  "Oh, my gosh, George, what if two lenders come back and issue me a term sheet at the same time?"  Oh my gosh, what if Michelle Williams and Mila Kunis both asked me out at the same time?  Ha-ha.  Ain't gonna happen in real life.  Always have at least three bankers looking at your deal at the same time.

Now remember, the lesson for today is this:  Commercial loans should close easily.  Why?  How?  The answer is that you have to find the right lender for the right deal at the right time.  That's the key.  When you find the right lender at the right time for your deal, you will be amazed at how easily the deal will close.  There will be zero hard-selling on your part, and the "huge" black hairs will appear trivial to the banker.  So if your banker seems like he is fighting you - if it seems like the going is hard - you just haven't found the right lender for your deal.

This leads me to my next point:  Be prepared to take your commercial loan to at least twenty to thirty banks, or other commercial lenders, before closing it.  Using email and Dropbox.com, this is super-easy these days.

Of course, if you take it to a bank, and the banker is drooling all over it, then it sounds like you have found the right bank at the right time.  You certainly should never quit on a deal after presenting it to just ten or fifteen lenders.  Placing commercial loans is a numbers game.  The more commercial lenders to whom you present your deal, the more often you will "get lucky" and find the right bank at the right time.

"But George, where am I going to find all of these banks?"  Finding banks is easy-peasy:

1. C-Loans.com has 750 commercial lenders, and you can actually submit your deal using C-Loans.
   
   
2. CommercialMortgage.com has another 3,500 commercial lenders.
   
   
3. There are 6,799 commercial banks in America.
   
   
4. There are 6,143 credit unions in America.
   
   
5. Go to maps.google.com and enter the address of the subject property.  Then ask Google to plot the nearby banks.  Banks love to lend close to their office.

One final point.  Let's suppose you have a commercial loan in Northeast Boston.  You approach the First National Bank of Northeast Boston, but the white, sixty-year-old, sleepy (lazy) commercial loan officer brushes you off.  Hmmm.  First National Bank should have been perfect for this deal.  The property was right in their sweet spot in terms of loan size and location.  Solution:  Wait 48 hours and then present it to a different loan officer at the same bank.  The new loan officer - Asian woman loan officers are often dynamos - might just love your deal.  I have successfully closed numerous commercial loans using this trick.  The new loan officer might be in the mood to close some deals.