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.









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




When applying for a commercial loan to buy a small apartment building








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."

















The following annual Christmas letter went out to all of our 1,300 wealthy private investors this week. I hope you get a kick out of it too...
The three of us were walking towards the stands along Pennsylvania Avenue in order to watch my daughter, Jordan, ride her horse, along with the famous Culver Black Horse Troop (100 all black horses) and the Culver Equestriennes (20 lovely young ladies), in review past President Trump and Indiana’s own Vice President Mike Pence in the 2017 Inaugural Parade. (I rode in President Nixon's Parade in 1971. George IV rode in W's first parade, and Tom rode in in W's second parade. A lot of legacy, huh?)
There was a reason why the stands were so empty. Police barricades were required to keep back the Zombies. No, that’s unfair to the Zombies. Even Zombies don’t behave this badly. One of the protesters, a skinhead, targeted his rage at poor Cisca and Patti, shouting obscenities in their faces for absolutely no reason. For all he knew, these two grandmothers might have voted for Hillary.
With a daughter scheduled to ride in the parade, we were not to be dissuaded. We eventually had to walk several miles to circle around the Zombie barriers, but finally we got to the stands. We learned afterwards that most of the other Culver parents gave up trying to reach the stands. Later, the press made great hay over the fact that the stands were so empty. Helloooo? Would you want to be eaten by Zombies? Plucking off your little toes. Eating them like French fries. Ketchup?
In the stands, we were within 30 feet of the President as he walked
The J20 Zombies are on trial right now for smashing windows, trashing cars, and eating human flesh on Inauguration Day. According to the legal arguments being advanced by the Federal prosecutor, if you are part of a Zombie horde, and even one Zombie rips off a human arm and begins munching, you are guilty of mayhem, even if you are a vegan Zombie. Hmmm. That’s a pretty dangerous argument for the future of free speech and non-violent protests. I mean, c’mon, how are you going to keep every single Zombie from grabbing a quick snack. Even I have to admit that my Cisca’s lovely ear lobes are irresistibly delicious. Oh, my gosh, am I a Zombie?
And before any Zombies jump all over my Nazi friend, I must say, in all candor, that many Zombies no longer allow Nazis to even speak. Apparently believing in free markets and self-help makes all Republicans to be fascists, nationalists, white supremacists, misogynists, or some other form of “ist”. In the 1960’s, bras were first burned and the Vietnam War was famously protested at the University of California at Berkeley. Berkeley was the epicenter of free speech… but apparently Ann Coulter, the conservative commentator, is not allowed to speak there. Apparently she’s a misogynist. No, that’s not it. Must be some other form of –ist. Security concerns? Hmmm.
And if you think I am over-blowing this whole speech thingee, just watch any “news” show today. Apparently both the Zombies and the Nazis have forgotten all about common courtesy. They constantly interrupt each other while the other is speaking. Let’s play a game. Turn on Fox News or CNN and set your timer for one minute. I’ll bet that the speaker will be interrupted at least three times in a minute. My dear mother would have smacked me upside the head. [Smack!] 

Tom Goodfather was worried about his kids. His beloved wife, Susan, had died last year of breast cancer, leaving Tom as the sole guardian of their three children, ages 9 and 7 (the last two were twins). Ten days ago Tom's doctor delivered even more bad news. Tom's thyroid cancer, which had been in remission for six years, was back. The doctor had tried to be optimistic, but Tom understood his underlying message. "Make your final arrangements."




There is another hot term sweeping through the secondary market for hard money loans - "buy-to- rent". 








To succeed in commercial real estate sales and/or commercial real estate finance (CREF), you need to know the lingo. Here's a new one for you - adaptive re-use. Here's what Wikipedia has to say on the subject:








