Commercial Loans and Fun Blog

Commercial loans from life insurance companies typically offer the lowest interest rates and the best terms in all of commercial real estate finance.  Most commercial real estate loans from life insurance companies have a fixed rate, and these wonderful loans typically have a term of either 5, 7, or 10 years.  The interest rate is usually 25 to 37.5 basis points cheaper than those from any CMBS lender (conduit) or major bank.

Pop Quiz:  What is a basis point?  Answer:  A basis point is 1/100th of 1%.  Therefore 25 basis points is one-quarter of one percent.

By the way, in the lingo of commercial real estate finance, a life insurance company is known as a life company.

Life insurance companies insist on fixed rate loans because they need to know exactly what they will earn during the term of the investment.  They need these precise numbers because they need to be sure they can meet the death benefits promised in their life insurance policies, based on their actuarial projections.

Therefore most life company loans have a lock-out clause for the first half of the loan (the first five years of a ten-year loan).  A lock-out clause is defined as an absolute prohibition against prepayment.  Suppose you win the lottery.  You walk into the life insurance company's office, overturn a wheelbarrow containing $5.2 million in cash, and then proudly march out.  Three days later you get a certified check in the mail for $5.2 million (less this month's payment).  "Sorry, sir, but you are NOT allowed to pay this loan off early."

For the remaining half of the loan term almost all life company loans have a defeasance prepayment penalty.  A defeasance prepayment penalty is defined as one where the borrower is required to go out and buy a series of Treasury bills and bonds that will provide the lender with the exact same stream of incoming payments, plus any balloon payment.  There are defeasance companies which will buy and assemble these securities for you.  The thing to remember about defeasance prepayment penalties is that they are HUGE.  Think of the largest prepayment penalty that you have ever encountered and then multiply by twenty.  Ouch!!!

Life insurance companies are looking for the following types of commercial loans:

1. The commercial loan must be secured by one of the four major food groups - which is just commercial mortgage lingo for (1) Multifamily; (2) Office; (3) Retail; or (4) Industrial.
   
   
2. The property should be either brand new or in pristine condition.
   
   
3. The property needs to be located in a primary location.  A primary location is one of the very best locations in a gateway city in terms of traffic count, accessibility, and affluence of the neighborhood.  You will rarely find a life company lending in a city of less than 200,000 residents.
   
   
4. The loan amount must usually exceed $5 million.  You will occassionally see life companies making commercial real estate loans as small as $3 million, but these small deals are usually made on properties leased on a triple net basis to some incredibly strong tenant, like Walgreens, CVS, Rite Aid, or some other national credit tenant.  A national credit tenant is a company rated BBB or better by Standard & Poor's.
   
   
5. Life company loans rarely exceed 55% to 58% loan-to-value.  They are designed for deals where the buyer is exchanging into the property with an enormous down payment.

"Gee, George, those are some pretty tough requirements to meet."

Most of us could live three lifetimes and never run across a commercial real estate deal suitable for a life company.

But don't panic.  If you use C-Loans.com to apply for a commercial real estate loan, you can apply to a dozen conduits and banks at the same time you apply to a half-dozen life insurance companies.  If the life companies all turn you down, the conduits will probably do your deal at just a slightly higher rate.

A bank is never going to finance a gentlemen's club, which is just a fancy term for a nudie bar.  Nor would a bank finance an adult bookstore or a lingerie and marital aid store.  Can you just visualize the headlines?  First Neighborhood Bank Forecloses on the Pink Feather Lounge!  Bank Vice President seen collecting the cover charge at the door.  This is NOT gonna happen.  Ha-ha!

The owners of such establishments, along with the owners of medicinal marijuana facilities, will usually be forced to borrow from private money (hard money) lending companies.

For those of you who think that I am some depraved sinner, it is important you appreciate that over the past 35 years, we have financed six churches.  Every one of these loans defaulted, and we took a huge loss on each one.  Actually that's incorrect.  We once made a $1.5 million loan on a free and clear church in a nice area of Texas.  When this loan defaulted as well, it turned out that the pastor had stolen the money to originally buy the church from his former church in Detroit.  Our private investors were in litigation for three years, but they eventually came out whole.  Needless to say, we are not a big fan of church loans.

At Blackburne & Sons, we actually prefer loans secured by gentlemen's clubs, adult bookstores, and other politically incorrect properties.  We have made twenty such loans over the years, and we have never taken a loss on one of them.  Usually they are cash cows.

We are actively looking for new loans on politically-incorrect properties right now.  We just put a $1.1 million loan on a gentlemen's club in Detroit (scary area) out for sale to our private investors, and the entire loan sold out in a day and a half.  Our private investors understood the concept that boys will probably always enjoy looking at pretty girls.  They absolutely ate this loan up.

Now if you were reading carefully, you probably noticed something.  Blackburne & Sons does NOT use a mortgage fund to fund its deals.  Instead, we syndicate every loan.  On a $1.1 million loan, we might have as many as 30 different private investors, and the group of private investors in each deal will be different.

"But George, if you have to syndicate every loan, doesn't that mean you will take longer to fund a new loan than a competing hard money lender?"

Yes, it does.  It might take us a week longer to fund our loans because each participating private investor has to send in his check.  It can be a pain in the tail sometimes.

Blackburne & Sons actually has its own mortgage fund, but I absolutely hate the concept.  Huh?  Why?  Every ten to fifteen years commercial real estate is hit by a depression, where commercial real estate falls by 45%.  When commercial real estate values are crashing, every hard money mortgage fund in the country is absolutely swamped with withdrawals.  They are forced to stop making new loans because they have no liquidity.  Every penny of liquidity is spent returning money to panicky investors.  They are completely out of the market.

Sons, please remember this.  During commercial real estate depressions, real estate falls by almost exactly 45%.  Certainly it has every time in my lifetime.  (Confused?  I write this blog to teach my two sons everything I have learned in my 35 years in the business.  I have a bad heart, and I was in the cardiac intensive care unit of the hospital twice in the past two weeks.  These wonderful blog training articles cannot continue forever.  I'm just sayin'...)

Everyone, here is why this matters to you.  Here is why you want to be the best friend of my two sons.  Blackburne & Sons was the ONLY commercial hard money lender to be in the market to make new commercial loans every day of every year of the Great Recession.

We can always find first mortgage money from our filthy rich private investors - even when blood is running in the streets.  It's just a matter or price.  And if you can find commercial mortgage money during a horrible depression, you can charge a huge loan brokerage fee.

So if you are a surviving veteran of the commercial mortgage brokerage industry, you definitely want to develop a relationship with Alicia Gandy (our biggest producer who is affectionately known as the Loan Goddess), my son George IV, or my son Tom.

Why are relationships so important?  The most important lesson about commercial real estate finance that I ever taught my sons was that commercial lenders make loans for their friends.

In late 2014 I wrote a blog article suggesting that industrial real estate was heating up, and I gave my reasons.  Apartments have enjoyed sensational appreciation for the past several years, but an investor looking to invest in commercial real estate in 2015 doesn't want last year's winner.  He wants to invest in that type of commercial real estate which is going to perform the best in the next 12 months.

This week I flew to Las Vegas for the California Mortgage Association's semi-annual training session for hard money mortgage companies.  The conference had a number of speakers, but by far the most entertaining and informative speaker was Luis A. Belmonte, the gentleman who gave the economic outlook for the upcoming year.  Mr. Belmonte is a former partner in Lincoln Properties and formerly the Executive Vice President of AMB Institutional Realty Advisors, the asset manager for 15,000,000 square feet of industrial property throughout the United States.

Mr. Belmonte made some very interesting points.  First of all, he remains bullish on multifamily due to the fact that leading edge of the children of the Echo Boom generation - the grandsons and granddaughters of the Baby Boomers - have reached the age of sixteen.  Soon these 80 million Americans will be forming new households, and they will need apartments.

Office space, in his opinion, is still greatly overbuilt.  The office space vacancy rate in most cities remains in the mid-teens.  Rents are going nowhere.  Retail space - he wouldn't touch it with a ten foot pole.  Amazon.com is eating retail's lunch.

But then he got to industrial space.  "Industrial space is the best type of commercial real estate in which to be invested today."  He gave a number of reasons:

1. There has been almost no new construction of industrial space for eight years.
   
   
2. Absorption of industrial space is outpacing new construction in almost every major city.
   
   
3. Wages in China have increased dramatically in recent years.  It's not that much cheaper to manufacture goods in China anymore.  [George's note:  The Boston Consulting Group maintains a cost index for the various counties, and China is only 4.5% cheaper than the U.S. right now, mainly because our natural gas / energy costs are tiny compared to the rest of the world.]
   
   
4. But then he gave a reason that rocked my world.  "For every two square feet of retail space that the internet makes unnecessary, the U.S. needs one square foot of warehouse space" (for internet retailers to store their products).

End of article.

If a potential commercial mortgage borrower or broker is pre-registered on C-Loans, he is far more likely to enter a commercial loan request into the portal.  Therefore we are going to bribe you to pre-register (fill in your name, address, etc.).

Need a commercial mortgage loan?  Submit your mini-app to 750 different commercial lenders in just four minutes for free.  C-Loans is paid by its participating lenders.

Do you know one banker making commercial real estate loans?  We'll trade his contact information for our list of 2,000 commercial lenders.

Do you enjoy my "everyman's language" style of teaching commercial real estate finance, where I use lots of examples and war stories?  Why not become a near-expert in commercial real estate finance? 

A joint venture is a sort of a "partnership" between a developer and one or more passive investors to build a commercial property.  The developer brings to the partnership the project; his expertise, as described in detail in his CV or curriculum vitae; and some prepaid expenses, such as architectural fees, engineering fees, and his down payment on the land.  The investor brings to the "partnership" the majority of the equity required by the construction lender.  I've used the term "partnership" throughout this article, but these business entities are almost always set up as limited liability companies ("LLC's").

Almost all commercial construction loans are made by banks.  Banks today are not going to take all of the risk of a construction project by loaning to the developer 100% of the total cost of the project.  Usually the bank will only cover part of the total cost of construction, and the developer will have to cover the rest.  How much of the total cost of the project that the bank will cover is determined by their loan-to-cost ratio.

Example:

Doug Developer wants to build six town homes.  The total cost of the project - including land costs, hard costs, soft costs, and the contingency reserve - is $2,500,000.  This is a relatively small project, so his construction loan request will be small.  He therefore wisely applies to a small bank located close to the subject property.  (George's note:  Doug did two smart things here.  First he matched the size of the loan to the size of the bank to which he applied.  Secondly, he applied to a bank with a branch located just down the street.  Construction lenders greatly prefer local projects.)

Nearby Neighborhood Bank NT&SA has a bank policy that it will only make commercial construction loans today up to 70% loan-to-cost.  Remember, the total cost of the project is $2.5 million.  Seventy percent of $2.5 million is $1,750,000.  This is the largest construction loan that Nearby Neighborhood Bank will make.  Doug Developer will be expected to come up with the remaining $750,000.

Doug paid $500,000 for the land, and he put down $125,000.  The seller carried back a short term first mortgage of $375,000.  Doug also paid $65,000 for all of the architectural plans and another $22,000 for the engineering work.  He therefore has $212,000 in equity into the project.  He is short $538,000.  

$750,000 required equity - $212,000 in developer contributions = $538,000 shortfall

Where is Doug going to come up with the missing $538,000 in cash?

Doug approaches Dr. Dan Deeppockets, a retired neurosurgeon, and invited Dr. Dan to enter into a joint venture with him.  Doug Developer and Dr. Dan negotiate the following deal:

Dr. Dan will contribute the needed $538,000 in additional equity.  If the project is successful and the condo's are sold off, Dr. Dan first gets his $538,000 investment back.  Then, if there is any money left over, Doug Developer gets back his $212,000 cash contribution.  If there any money left over, Dr. Dan gets a preferred return (before Doug Developer) of 15%.  If there is still any money left over, Doug Developer earns a 15% return on his $212,000 cash contribution to the project.  Any money left over?  Dr. Dan and Doug developer agree to split any remaining profit 50-50.  This repayment schedule is known as a waterfall.

End of example.

Who can qualify for a joint venture?  In order to qualify for a joint venture, a developer needs one heck of a curriculum vitae (construction experience resume).  After all, the developer is saying, "With my brains and your money, we are going to make a fortune together."  I don't know about you, but if I were the guy putting up the dough, that developer's brain would have to be pretty darned impressive.

In real life, almost no one ever qualifies for an institutional joint venture - a JV with some huge fund.  If you are an average commercial mortgage broker, I strongly urge you never to work on a joint venture.  You'll never get paid.  Personally I have come to the conclusion that the only developers who can convince a life insurance company, a REIT, or some wealth fund to JV with them are developers who are rich enough to build the project for cash using their own dough.  You and I, as commercial mortgage brokers, will never get to represent one of these guys.  Helloooo?  You will never get paid.  The guys we as brokers get are the developers who spend their last dimes on the architectural and engineering fees.

But what about private joint ventures - joint ventures with wealthy private investors?  Many years ago, scores of broker-dealers raised money for development deals.  Then the rolling commercial real estate depression hit in the early 1990's, and all of these broker-dealers were sued into oblivion.  For 25 years developers found it extremely difficult to raise equity dollars from private investors.

Then something changed.  During the Great Recession, President Obama signed the JOBS Act, which now allows real estate developers and entrepreneurs to publicly advertise to accredited investors for investments, just like hedge funds have been allowed to do for decades.  This is huge.  

Thirty years ago the syndication business was enormous, far larger than the hard money business nationwide.  The syndication industry is not back yet, but I predict that it will return over the next five to seven years.  My own hard money commercial mortgage company, Blackburne & Sons, is looking at a relatively tiny ($1.8 million) joint venture in California.  In fact, we just issued a  Letter of Interest.  Risky-risky-risky, but I remain very bullish (after 20 years of being a perma-bear) on the future of the U.S. economy.

A hypothecation is defined, at least in the context of commercial real estate finance, as a loan secured, not by a piece of commercial real estate, but rather by a mortgage note owned by the borrower, which is itself secured by a piece of commercial real estate.  In short, its a loan to a guy who owns a mortgage note.  He pledges his mortgage note receivable for a smaller loan.

It is normally far-far better for a note holder to hypothecate his mortgage note rather than to sell it at a huge discount.  Normally when an investor sells a mortgage note, he is forced to take an enormous haircut (loss).  If he simply borrows against his mortgage note receivable (hypothecates it), he can pay back the hypothecation loan and regain title to the full value of his mortgage note.  An example will make this much more clear.

Example:

Once upon a time Billy Whiteshoes (he wears plaid pants and a matching white belt) owned an 80-unit apartment building in Naples, Florida free and clear.  He was 68-years-old, and it was finally time for his bride of 55 years and him to retire.  He sold his apartment building for $4.2 million and carried back, for tax reasons, a $3,700,000 first mortgage at 6% interest for 20 years, a wonderful return considering that banks are only paying 0.50% for deposits right now.

Sadly his beloved bride is snatched by an alligator while feeding the ducks in a pond near their Florida retirement community.  Billy Whiteshoes is devastated and realizes that life is short.  He resolves to live his last remaining years with gusto.  That's when he meets Lola La Boom-Boom, a 42-year-old retired stripper, working as a bartender in a nearby watering hole.  It's love at first sight (of Billy's assets).  Lola convinces Billy to take her on an expensive cruise and to buy her an enormous diamond engagement ring ($120,000).

Needing $150,000 in cash for the rock and the cruise, Billy contacts a mortgage note broker, who offers him just $2,250,000 for his $3.7 million first mortgage note.  "This is a 20-year mortgage, Billy, and while 6% may sound like a great yield today, in five years it may be well below market.  Then my investors will be stuck with a below-market yield for 15 more years.  In any case, we buy our mortgage notes discounted to yield at least 13%."  Outraged, Billy calls a half-dozen more mortgage note brokers, but the offers he receives are all about the same.

Billy is inflamed with desire for Lola, but he is not a complete idiot.  He keeps calling commercial mortgage brokers, until he reaches a subscriber to George's blog.  "You know, Billy," the wise commercial mortgage broker explains, "there is another way.  I can arrange for a $170,000 loan, secured by your first mortgage note receivable.  You don't have to sell the note at a discount.  You can just borrow against it.  This is a private money lender, so you are going to pay 12.9% and 4 points, plus my loan brokerage commission.  But when you pay off this hypothecation loan, you'll still own the entire $3.7 million first mortgage note.  Your cash flow from his mortgage note receivable is large, so I recommend that you triple up on your monthly payments.  Billy, you would be an idiot to sell your $3.7 million note for just $2.25 million!"

My private money commercial mortgage company, Blackburne & Sons, will hypothecate commercial first mortgage notes.

How much can you borrow against a commercial first mortgage note?  For how much can you hypothecate it?  Most lenders (there are very few of us) who hypothecate commercial first mortgage notes will lend up to 80% of the discounted present value of the note.  Without trying to teach a whole college-level course in business finance, most hypothecation lenders will discount the monthly payments and the balloon payment back to present value.  Blackburne and Sons will use a discount rate of 13%, the yield required by our private investors.  Since we charge a 4-point loan origination fee on hypothecations, we would use as our value of the note 96% of its discounted present value.  Just like we are not going to lend 100% of the value of a property, we will lend up to 80% of the value of that note (to us).

So how do you package a hypothecation loan?  If you are a commercial mortgage broker, what documents do you ask for?  One of our newer loan officers recently ran across a hypothecation loan request, and our brilliant EVP, Angelica Gardner, sent this to him:

Good Morning, (New Loan Officer),

I received your voicemail message regarding a hypothecation loan. I figured it would be better to send you the details so you can review (the deal) first, then we can discuss details or questions.

First, the definition of a hypothecation: The established practice of a borrower pledging an asset as collateral for a loan, while retaining ownership of the assets and enjoying the benefits therefrom. With a hypothecation, the lender has the right to seize the asset if the borrower cannot service the loan as stipulated by the terms in the loan agreement.

Below is a list of the documents that I would want to see. It is unlikely that you will be able to gather all of the documents listed below, but try to get as many of them as possible.

1. Color photos of the property.
   
   
2. Copy of Promissory Note and Mortgage*
   
   
3. Original title insurance policy (or fresh prelim)*
   
   
4. Something showing the payment history*
   
   
5. Closing statement from when note was created*
   
   
6. Financial statement on the maker/borrower (when the note was created)
   
   
7. Credit report on the maker/borrower (when the note was created)
   
   
8. Two years’ tax returns on the maker/borrower (when the note was created)
   
   
9. Appraisal - an old one is very helpful and a new one is blissful
   
   
10. Rent roll and/or commercial leases (when the note was created)
    
    
11. Current financial statement of the Maker (hypothecation borrower), current credit report on the Maker, last two years tax returns on the Maker, current Rent Roll, current commercial leases.

* Very, very important.

Find out early who has possession of the original Promissory Note and Mortgage. It is legally impossible to properly assign a note and mortgage to the assignee (buyer of, or lender against, the discounted commercial loan) without delivering the original promissory note.  In fact, if the assignee (buyer of, or lender against, a discounted commercial loan) fails to take physical delivery of the original promissory note, and if the assignor (the seller of, or borrower against, the discounted commercial loan) later files Chapter 7 bankruptcy, the promissory note becomes the asset of the bankruptcy estate!  (In real life) the intended assignee is completely wiped out.

Another important note: We will require that the underlying borrower makes his payments directly to us. We want to always make sure that the payment on our loan is covered by the payments from the underlying borrower. Please let me know if you have any questions.

Sincerely,

Angelica D. Gardner
Executive Vice President

Today's article is far more important than a mere training lesson about some archane financial ratio.  The gold-to-silver ratio actually explains much of the history of the modern world.  Prepare to learn a ton.

The gold-to-silver ratio is the amount of silver it takes to purchase one ounce of gold.  Today the gold-to-silver ratio stands at approximately 50 to 1.  That means, at the current price, it would take around 50 ounces of silver to buy 1 ounce of gold.  (By the way, this ratio should really be called the silver-to-gold ratio because the number of silver ounces required to buy one gold ounce is, by custom, listed first; e.g., "The gold-to-silver ratio in the year 1425 was 24:1.")

Since 1687, which is as far back as the records reach, the gold-to-silver ratio has varied between roughly 14 and 100.  Beginning around 1900, the ratio steadied and remained relatively flat at around 16 because many countries were using gold-and-silver-backed currencies. The United States, France, and several other countries actually assigned statutory limits on what the ratio could be.  The U.S. Geological Survey estimates that there’s 17.5 times more silver in the Earth’s crust than gold, which is another reason why the pre-1900 gold-to-silver ratio usually stayed between roughly 14 and 100.

"I'm falling asleep here, George.  Why do I care?"

Did you know that Venice was once the financial capital of the modern world?  Venice?  Venice was just a medium-sized city!  It did not have some huge standing army.  Nevertheless, if you were a king in 1425, and you wanted to finance a war, you would probably have to borrow from a Venetian bank.  If you were a merchant, and you wanted to open a trading office on Cypress, your representative (maybe one of your precious sons) wouldn't carry a huge sack of gold.  He would be quickly robbed and murdered.  Instead, you would go to a Venetian bank and obtain a letter of credit.

Here's why such a relatively small city could become the center of the financial world:  In ancient times the gold-to-silver ratio was dramatically different in China and India than it was in Western Europe.  For example, the gold-to-silver ratio in Italy might be 25:1, but the gold-to-silver ratio in India might be just 8:1.  In other words, a European merchant could buy an ounce of gold in India for just 8 ounces of silver.

Why was silver so relatively precious in India and China?  Why was gold valued so relatively little?  The average person in India and China in the old days was dirt poor.  There was no way on Earth that the average person in India would ever be able to save up enough wealth to own a gold coin or to ever conduct a trade in gold.  Silver was the currency of the people, and the demand for it in India and China was immense.  

Arbitrage is the process of spotting a price differential in two different markets for the exact same product and then buying in one of the markets and selling it in the other.  

The gold-silver trade is one gigantic arbitrage effort.  Merchants would buy cheap silver in Europe and sell it for big handfuls of gold in India.  Whichever power controlled the gold-silver trade became the economic powerhouse of the world, the center of lending and investment.  

Before a sailing route to India was discovered around the Cape of Good Hope - the southern tip of Africa - Western trade with India was conducted across the Silk Road.  

The Silk Road was a dangerous caravan trek over the mountains of Afghanistan and across the deserts of Iran and Iraq.  Bandits, sandstorms, and dehydration took an enormous toll.

As soon as possible, trade goods were transferred aboard ship and (relatively) quickly sailed across the Mediterranean Sea to their final destination.  In the days of the early Pharaohs, Egypt controlled the Mediterranean Sea.  The opportunity to control and profit from the gold-silver trade with India made Egypt the center of the civilized world for hundreds of years.

Later the Phoenicians (Lebannon) and the Carthaginians (North Africa), who were famous sailors and sea trading nations, controlled the Mediterranean Sea.  The Carthaginian traders made an enormous profit carrying the East-West trade, with which they could build fighting ships and hire huge land armies.

For fifteen years the famous Carthaginian general, Hannibal, terrorized Rome and the Italian peninsula.  Hannibal led an army of Spanish mercenaries and elephants over the Alps in winter and surprised the Romans.  At the battle of Cannae, Hannibal surrounded 70,000 Roman legionaires and then squeezed them so tightly that they couldn't even lift their arms to defend themselves.  All but 10,000 were slaughtered.

But then Rome got smart.  Rome built a fleet of its own and destroyed the fleet of Carthage.  By doing so, Rome claimed lordship of the seas and the East-West trade.

"Delenda est Carthago," said Cato the Elder after every speech.  "Cathage must be destroyed."  Rome and Carthage fought three long wars before Rome finally burned Carthage to the ground and slew almost all of its inhabitants.  Rome tore down every building in Carthage and sowed the ground with salt, so that nothing would ever grow there.  

Now it was Rome's turn to control the seas and rake in huge profits from the East-West trade.  In 284 AD, for easier administration, the Roman Empire split in two, with Byzantium (later renamed Constantinople) serving as capitol of the Eastern Roman Empire (Byzantine Empire).  The Western Roman Empire fell to the Visigoths in 475 AD.  (As I am writing this article, I just realized that when the Empire split, the Western Roman Empire lost all of the riches that came from controlling the East-West trade.  Hmmmm.)

While the Western Roman Empire was overrun by migrating German tribes, the Byzantine Empire endured for another 1,000 years.  Because the Byzantine fleet controlled the Mediterranean Sea, and hence the East-West trade, including the profitable gold-silver trade, Constantinople became the largest and richest city in the Western world.

But the Venetians were envious.  They too were a sea faring power, and they coveted the East-West trade.  When the knights and soldiers of Fourth Crusade (booty seekers, in reality) needed transport to the Holy Land, only Venice possessed a sufficiently large fleet.  "We'll transport your army to the Holy Land, if you do us a little favor.  There is an irritating little city (little?) along the way that we would like for you to sack.  They have lots of booty inside."  So the Christian crusaders stormed the Christian city of Constantinople and slew all of the inhabitants.  Now unbelievably rich with booty, the noble crusaders decided not to bother with the Holy Land, and they went home.  In the process, little Venice became the uncontested master of the Mediterranean Sea and the financial capital of the world.

What goes around, comes around.  For hundreds of years, the Byzantines had protected Venice (the ungrateful bums) and the rest of Europe from the Ottoman Turks.  While Constantinople eventually recovered from the sack by the Crusaders and repopulated, it was never able to regain its former strength.  In 1453 Constantinople fell for a second and final time to the Ottomans, and Venice would spend the next 200+ years fighting the Ottomans for control of the Mediterranean all by themselves.  When the Venetians were devastated by two plagues, the Ottoman Turks destroyed the last of Venetian fleets and took over control of the Mediterranean Sea, along with the gold-silver trade.  This control of the East-West trade was a high-water mark in Muslim history.

In 1488, a Portugese explorer became the first modern explorer to round the southern tip of Africa in hopes of finding a sea route to India.  The Portugese founded trading colonies in India, and the wealth of this tiny Eurpean nation soared.

But it was the Dutch who had the foresight to build trading colonies along the west coast of Africa, and they founded Johannesburg in South Africa.  Soon the Dutch controlled the Indian Ocean and the East-West trade.  Amsterdam in tiny little Holland became the financial capital of the world.  If you wanted to take a company public or if you wanted to borrow a huge sum of money - perhaps to fight a war - your most likely first stop was a Dutch bank.

Holland, unfortunately, was a small country, and her small land army was no match for invading powers.  Her navy, on the other hand, was powerful.  The Dutch even won the Second Anglo-Dutch War against the British with victories at sea.  (Until I researched this article, I never knew anyone could stand up to British sea power.)

Eventually, however, the British Navy was able to wear down the Dutch Navy and gain control of the seas and the East-West trade - one time by sailing into Holland's chief harbor and sinking the entire Dutch fleet before war had even been declared.  The huge profits of the gold-silver trade moved to London, and London became the financial capital of the world until the end of World War I.  London's investments banks (they were called merchant banks in those days) became the bankers for the world.

After World War I, the U.S. Navy took over control of the seas, and, not surprisingly, New York became the financial and banking capital of the world.  China is becoming wealthier, but until she controls the seas, New York will remain the banking capital.

You're an English ship captain in London, and the year is 1772.  You have made seven successful trading voyages to India, and when you successfully brought your return cargo home to London, you made your financial backers absolutely stinking rich.  They put up 2,000 pounds to finance your voyage, and they sold your return cargo of silks, spices, and gold for 37,000 pounds.

You are now ready for your next voyage.  You go to Barings Brothers, the largest merchant bank in London, and you negotiate a deal.  The merchant bank puts up 2,500 pounds to rent a large trading ship for you, to pay the exorbitant premium for ship insurance, to pay the wages of the crew, and to pay for the outgoing trade cargo of British textiles, machine tools, and gold.  You put up your life (only a handful of other captains have survived seven voyages), your expereince, and your leadership.  If the voyage is successful, you enjoy 10% of the profit.

Please note that Barings Brothers is not making the captain a loan.  The merchant bank is taking a tremendous risk, so it is not going to be content to earn some sort of interest rate.  Barings Brothers is actually investing in the venture.  If it fails, and you, the captain, somehow survive, you do not owe the merchant bank a dime.  The merchant bank simply gets 90% of the profit if you succeed.

The topic of merchant banks came up this month, and I doubt that even one finance worker in a hundred truly understands what a merchant bank really is.  Sooner or later in the commercial mortgage business someone is going to come up to you at a banking conference and claim to be a merchant banker.  Today's article will help you to recognize either a fraud or one of these very rare animals.

According to Investopedia, a merchant bank is "a bank that deals mostly in (but is not limited to) international finance, long-term loans for companies, and underwriting.  Merchant banks do not provide regular banking services to the general public."

I think this definition is wrong.  It was correct two hundred years ago, but not anymore.  Merchant banks are not banks in the sense of taking FDIC-insured deposits.  The Comptroller of the Currency would never allow a national bank to take the kinds of risks typically taken by merchant banks.  Merchant bankers are go-go investors.  They are almost like speculators.  They take very high risks in order to earn very high returns.

I like Wikipedia's defintion better:  "A merchant bank is a financial institution that provides capital to companies in the form of share ownership instead of loans. A merchant bank also provides advisory services on corporate matters to the firms in which they invest. In the United Kingdom, the term 'merchant bank' refers to an investment bank."

While this definition is much closer to modern reality, its still not quite right for America.  In America, investment banks are quite different from merchant banks.  Merchant banks actually invest in the equity (frequently the common stock) of the venture.  This is the key concept about merchant banks that makes them different from investment banks (stock brokers who help companies go public) and commercial banks (which accept insured deposits and make comparatively low-risk loans).

You will recall that equity is the business owner's share of the company.  If you own 20% of the outstanding common shares, you own 20% of the business.  Shares of publicly-traded companies are often called equity.  Equity is different than debt because there is no interest rate and there are no required monthly payments.  The equity holders merely share proportionately in any net profit, after all other bills are paid.  The equity holders are also the first capital holders to get wiped out if the venture fails.  They are the holders of the first loss piece, just like the guy who contributed the down payment for a real estate deal when the first mortgage forecloses.

Modernly merchant banks no longer rent sailing ships for risky trading voyages.  Instead, merchant banks provide venture capital by buying late-stage shares in private companies that are close to going public.  They make high-yield mezzanine loans.  They invest in preferred equity.  They provide venture equity (most of the cash equity in a real estate development project required by the bank) to real estate developers.  The common theme is that these are go-go investments - high-yield, high-risk stuff.

So what does a modern merchant bank look like?  The modern merchant banks consists of two or three guys in suits sitting in a small office at the top of an office building owned by the life insurance company or privately-held bank.  Remember, merchant banks do NOT accept deposits.  They are merely an investment department.

So where does a modern merchant bank get its money?  Answer:  The profits of some cash cow company, typically a life insurance company or a bank, privately-owned by the same owners as the merchant bank.

Let me explain this in English.  You and two partners form a bank.  You set it up, for tax reasons, as a bank holding company at the top of the organizational chart, with the bank itself underneath it.  In other words, you and your partners own the bank holding company, and the bank holding company owns the bank.

The bank is phenomenally successful, and you award yourselves $4 million per year each in salaries.  You don't need more personal income.  Your house is so big that you seldom even visit most of the rooms.  The last thing you want to do is pull money money out of the bank because you're giving 55% to the state and Federal government in income taxes.

You want your profits to stay within the bank holding company, so they can generate even more wealth.  Therefore you pass your bank profits up to the holding company (an 85% tax-free transfer), and the bank holding company funds the formation of a little merchant bank, also underneath the bank holding company.  You then use this growing pool of cash to make go-go equity investments.  If you invest well, soon you are swimming in wealth.

Now here is something that will shock and surprise you:  Ninety-five percent of the guys who claim they are merchant bankers are either con men, liars, uneducated fools, or blowhards.  They are trying to either steal someone's advance fee or to dazzle you with their ... malarkey.  Never trust a man who claims he is a merchant banker.  In real life, there are only a handful of genuine merchant bankers.

By the way, it is highly-illegal to call your company a merchant bank.  The word "bank" implies that you offer deposit insurance, and the Office of the Comptroller of the Currency would go absolutely bat-snot if they discovered you.  Therefore if someone ever hands you a business card that reads, "So and So Merchant Bank", you will know instantly that he is a con man.

A few years ago, Alicia, who was running C-Loans at the time, called up a guy named Alan Dunn and said, "Alan, I'm about to make your whole day.  Do you remember that hyperlink entitled Apply for a Commercial Loan that you put on your website?  Well, guess what?  A borrower clicked on that link and applied for a $19 million commercial real estate loan using C-Loans.com.  The loan closed, and we have a referral fee check for you in the amount of ... $21,250!"  Holy Moly, can you imagine getting a call like that?

First of all, let me reassure you that referral fees for commercial real estate loans are perfectly legal, even if you are not a licensed mortgage broker or a licensed real estate broker.  You just can't be involved with negotiating loan terms.  All you can do is introduce the borrower and the commercial lender.  After that, if you are not properly licensed, you need to get out of the way and not try to play intermediary.

The strict prohibitions about referral fees or kickbacks that you've heard about apply to home loans.  Home loans are loans on single-family dwellings, residential condo's, duplexes, tri-plexes, and four-plexes, what we call in the industry one-to-four family homes.  The government doesn't want unsuspecting home loan borrowers being steered to unscrupulous, high-cost residential lenders simply because the lender is offering kickbacks.  Commercial borrowers are considered far more sophisticated and don't need such protection.

You too can earn some of these huge referral fees.  Here are more details:

Do you have a webpage?  If so, you could be earning $5,000 referral fees as you sleep. All you have to do is put a simple hyperlink on your web page that says, "Commercial Mortgages".  In return C-Loans will pay you 1/8th of a point on any closed commercial mortgage loan that came from your site. (On loans of $5 million and higher, C-Loans itself only earns 25 bps., so your referral fee will be one-third of 25 bps.)

The C-Loans On-Line Commercial Mortgage Application System is totally awesome.  The borrower or broker (yes, you get paid if brokers use it too!) merely completes a 4-minute on-line application.  Then he asks for lenders.

More than 750 nationwide commercial mortgage lenders participate in the C-Loans System, including several life insurance companies, virtually all of the largest 50 banks, dozens of major conduits, and even a handful of REIT's. The system also has a number of hard money lenders for subprime deals and bridge loans.

Your borrower studies the rates of each lender and then chooses six lenders.  He submits his loan application with just one simple mouse click. Within minutes he will receive by e-mail several quotes or turndown notices.   If the answer is no, he simply clicks on more lenders until his loan is approved.   The system is soooo sweet.

"Gee, George, it sounds great. I wouldn't mind getting a $10,000 referral check out of the blue someday. What do I do?"

Simply create a "Commercial Loans" hyperlink on your site and point it to http://www.c-loans.com

"But George, how will you know that the deal came from me?"

Our computer captures the URL of the referring site and prints it right on the bottom of the loan application. When a deal closes, we merely go to that site and tell them the good news.

"But George, how will I know you won't cheat me?"

C-Loans, Inc. is the sister company of Blackburne & Sons Realty Capital Corporation, one of the oldest hard money lenders in the country. Blackburne & Sons was founded in 1980, more than 35 years ago. We are entrusted by our 1,000+ private investors to manage and service more than $50 million of their mortgage investments.  The balance in our trust account is often over $2 million.  To be entrusted to handle this much money for this long, we pretty much have to be impeccably honest.

"Gee, George, this all sounds very interesting. Is there anything special I can do to increase my chances of making some serious dough?"

There are two things you can do. First of all, be patient. Don't give up. Commercial loans take on average four to five months to close.

Secondly, put our link on every one of your web pages at least three times. Maybe one link will say, "Commercial Loans". The second link might say, "Commercial Mortgages". The third link might say, "Apply for a Commercial Mortgage." They should all point to http://www.c-loans.com. One link might be at the top of each page; the second link might be on the left side; and the third link might be on the bottom.

Remember, this is a numbers game. The more loan app's you submit, the better your chances of making some serious dough. A nice referral check of $21,250 would pay some bills, huh?

Brand New Additional Option: For just $95 we will create a special partner link for you that will allow you to -

1. Imbed a "Commercial Loans" hyperlink in your email newsletters and even in the signature block of your daily emails. Without this special link, we can only track referrals from websites, not email newsletters or even everyday emails. I'd insert your special partner link right in your signature block. Hey, you never know when one of your wealthy borrowers or real estate brokers might happen to need a commercial loan.
   
   
2. Receive a copy of every commercial loan application generated by your website or emails. This way, if you happen to see a commercial loan that you want to broker out yourself, you can jump on the lead and call the borrower.

By creating Commercial Mortgage hyperlinks all over your website (I'd put two or three C-Loans hyperlinks on every one of my webpages - why not, huh?), you give yourself a chance to earn some big referral fees while you are sleeping.

Want your own partner link? Please call Mick Carlson at (574) 855-6292 or email him at mcarlson@blackburne.com.

If you don't regularly blast out an email newsletter, and you are not worried about getting a copy of every commercial loan app generated by your site, then you don't need to speak with Mick. Just insert the "Commercial Loans" or "Commercial Mortgages" hyperlinks all over your webpages and point them to C-Loans.com.  Remember, that lucky-lucky guy, Alan Dunn, didn't have this fancy, special partner link.  He just put pointed some hyperlinks on his website to C-Loans.com.  Our automated tracking system did the  rest.