WORKOUT STRATEGIES FOR DISTRESSED PROPERTIES by DEAN SPERANTSAS C. FINANCE, ECONOMICS; GEORGETOWN UNIVERSITY WASHINGTON, D.C. (1982) B.S., Submitted to the Department of Urban Studies and Planning in partial fulfillment of the requirements for the Degree of Master of Science in Real Estate Development at the Center for Real Estate Development Massachusetts Institute of Technology September 1987 @ - C. Dean Sperantsas -1987 The author hereby grants /to MIT permission to reproduce and to distribute copies thesis document in whq'le or/ in part of this Signature of the author C.'Dean Sperantsas Department of Urban Studies and Planning July 31, 1987 Certified by Lawrence S. Bacow Associate Professor, Urban Studies and Planning Thesis Supervisor Accepted by Michael Wheeler Chairman Interdepartmental Degree Progam - Real Estate Development PAGE 1 RotCN TABLE OF CONTENTS PAGE Abstract....................................................3 Acknowledgements............................................4 Chapter One: The Forces Which Created One of the Largest Peacetime Losses of Capital in U.S. History..................5 Chapter Two: Typology of Problems Facing Distressed Properties.................................................21 Chapter Three: Principles of Restructuring Financing for Distressed Properties......................................33 Chapter Four: Principles of Marketing Distressed Properties.................................................52 Chapter Five: Summary and Conclusion........................ 70 Bibliography...............................................74 Biographical Note..........................................78 PAGE 2 WORKOUT STRATEGIES FOR DISTRESSED PROPERTIES by C. Dean Sperantsas Submitted to the School of Urban Studies and Planning on July 31, 1987 in partial fulfillment of the requirements for the degree of Master of Science in Real Estate Development ABSTRACT This thesis attempts to answer the question of salvage distressed real estate properties?" "How to the conclusions: arrives at the following The thesis the to traced be existence of distressed property loans can development estate real the of historical cyclicality of highly-liquid, undermanaged and industry; the entry newly-deregulated financial institutions into the real estate development industry; the artificial stimulus to investment provided by the tax laws; and macroeconomic changes. The problems faced by distressed properties are caused by a lack of market demand due to forseeable circumstances such as unsophisticated market analysis or inattention to demand, and unforseeable changes in demand during the development period. Alternatively, property distress may result from financial, marketing or property management factors. Financial restructuring of properties must secure adequate time and money for a turnaround. Time is required for the property to be absorbed by the market, to be renovated or repositioned. Money buys time. The equity investor wields property distressed power in negotiating significant acquisition and refinancing due to his willingness to accept risk. In exchange for investment of equity funds, the lender may provide forbearances. Specialized mortgage instruments such as the cash flow mortgage can be structured to suit the particular needs of the distressed property. Marketing strategies for distressed properties rely heavily upon product repositioning; competitive pricing and broker Property management works in tandem with the relations. marketing strategy in maintaining cash flow during the recovery period and securing new tenants. Thesis supervisor: Lawrence S. Bacow Title: Associate Professor Urban Studies and Planning PAGE 3 ACKNOWLEDGEMENTS Interviews were crucial to the completion of this thesis. forthright the benefited from counsel and The author information provided by over 40 industry experts across the While several of those interviewed will, at United States. their own request, remain anonymous, the author would like to thank all those individuals who gave of their time and effort to explore the under-researched area of workout properties. like to thank Professor The author would particularly Lawrence Bacow, the thesis advisor. As a thesis workout inception to from guided this project specialist, he completion. PAGE 4 CHAPTER ONE : THE FORCES WHICH CREATED ONE OF CAPITAL IN U.S. OF THE LARGEST PEACETIME LOSSES HISTORY Why are real estate markets with vacant real states, estate from Florida shopping The projects of to report an oversupply of every California and kind? Why Alaska to do Hawaii, apartments, office buildings, retail plazas, hotels reasons are across the United States replete complex and many other types and indicative changes to which real estate of the of property? tremendous and real estate capital markets have been subjected in recent years. The scale of losses attributable to distressed real estate is illustrated by the frailty of a major source The of capital Federal Savings FSLIC") is on negative net and the savings and loan industry, for the real Loan Insurance Corporation the verge of bankruptcy [1]. worth of $6 estate development. ("the The FSLIC has a billion and loses $10 million per PAGE 5 day. Proposals for a recapitalization of between $5 and $15 billion are currently before the Congress [2]. assumed control of 44 savings exceeding $49 billion are (3]. that savings infusions and loans during and loans, with More than 450 technically insolvent. Some industry may require coming years, banks and savings $10 billion in real estate-related total assets savings and loans experts estimate $25 billion in Since 1982, order suffered from ill-fated loans to the traceable to real (4]. reported over losses (5]. problems are in capital to survive and loans have lender's loan sectors. The FSLIC has Not all of estate. Many energy and agriculture Yet, the total amount of non-performing, reposessed or delinquent real estate loans held by commercial banks and savings and loans as of March 1986 exceeded $60 billion [6]. The upheaval in real estate can be reasons: the historically cyclical traced to four main nature of the real estate development industry; the over-supply of capital quality of management expertise at newly-deregulated lending institutions; availability property; the of tax and stimulus to investment deductions economic shifts, for the on both and uneven offered by ownership of a regional macroeconomic level. Cyclical Nature of the Real Estate Development Industry PAGE 6 the real and The real estate industry has historically been plagued with a real estate United States The mentality. and bust" "boom the world where the majority of market is the only market in building takes place in anticipation of future demand, rather existing demand. to fulfill than initiate to tend more demand Circumstances such significantly during often to referred to these lead than consumers This times completion. change can supply phenomenon is effect. the "pipeline" offer to project times. For tend long "lead" feature competitive as as market and initiation project between on the space to of certain Supply developers price, Projects tend [7]. regard more price-elastic than demand. in change proportionately They insufficient with projects types of real estate is a estate. of real potential new projects. competition from a given to a certain type for a perceived demand Developers respond For these reasons, supply of real estate can exceed demand. The result of real estate can is "overbuilt" markets. take months, or Excess supply significant carrying costs on absorbed, developers and a market, imposing years, to be absorbed by vacancy rates inititate new owners. go down projects. As space is gradually The cycle of attempting to return to equilibrium begins anew. is an industry in continuous disequilibrum. PAGE 7 increase, and rents [8] markets Real estate WORKOUTS BY PROPERTY TYPE FEDERAL ASSET DISPOSITION ASSOCIATION $1,330,000 (152) $1,200.000 $1,100,000 $1,C00,000 bi -J 6). 4~O I0 I- $900,000 $800,000 $700,000 $600,000 $500,000 $400,000 $300,000 $200,000 $100,000 APTS FESID LAND OFFICE HOTEL INDUST RETAIL MXD OTHER TYPE OF PROPERTY (NUMBER OF PROPERTIES) Source: as of Federal Asset July 10, Disposition Association, 1987. Data are for with a those loans "Participation Loans", which million $2 of amount minimum prinicipal the in or receivership in institution an involve ProgramSome Consignment Management govenment's to attributable be may loans workout lending the by encountered difficulties institution rather than by the real estate. single family homes, "Residential" includes condominiums, and Planned Unit Developments. "Land" includes both improved and unimproved land. "Office" includes rental office space and includes "Hotels" condominiums. office shares and space, time conventional hotel restaurants. PAGE 8 DISTRIBJT1ON OF PROPERTIES BY STATE rADA-JJLY 10, 1ES7 CAurON4 (1&7%) oRm (14.EX) AMZNA (1.2) TeNESSEE (2.S) AJstG (2.0%) FLoRDA (7A) GE'RGA (4.3M) (s.s Oi1mAJ-CMA ,Sig&?~ TEAs (31.1%) PAGE 9 (11.4%) LFCUuMA Savings and Loan Managers Venture into Real Estate Development cycles. depositor's the Q") limited savings and of measure Federal government intervention industry. discipline to the a provided system financial The ("Regulation moved in seven-year the real estate industry Prior to 1980, on interest payable rate of loan accounts. As interest rates rose, depositors withdrew their funds to place them in other, higher-yielding financial instruments ("disintermediation"). Disintermediation reduced funds this happened, lenders' conservative. The available for lending. underwriting resulting reduction in credit would limit new development. to a reduction pattern has in the supply Monetary Control institutions supply of by space [9]. This the deregulation of (Depository Institutions Deregulation financial institutions and the more Reduced development lead of excess altered been forever criteria became When Act, of every "DIDMCA", of 1980). type (commercial Financial banks, savings and loan associations, insurance companies and pension funds) now compete savings. for difference between their income, (the rise, they "spread"). must earn These institutions operate funds and cost of As the institutions' higher yields PAGE 10 on on the their interest cost of funds their capital. Frequently, institutions projects in order to investors become equity have satisy their need for in higher yields. Thus, deregulation contributed to a flood of capital into the 1980's, particularly into industry in the early real estate As new capital competed for the development of new property. development projects in which real estate to invest, supply of space inevitably outstripped demand. One of the more notable effects unprecedented influx of capital from the savings and loan nation's housing DIDMCA was the into real estate development industry ("thrifts") traditional expertise of thrifts lay the of production [10]. The in the the financing of and ownership. Prior to 1980, regulation and tax incentives combined to keep the vast majority of With the thrift the lucrative, Thrifts enjoyed commercial banks due conversion corporations. increasing of a but risky, competitive to their ability to requiring a downpayment. the residential mortgages. elimination of these incentives, ventured into arena. assets (loans) in savings and loans commercial lending advantage against make loans without Moreover, federal policy encouraged mutual This conversion thrifts' capital. savings had It the also banks into stock desired effect had the of unintended effect of massively increasing liquidity, because each dollar of thrift capital could be leveraged into $30 of assets [11]. Additional liquidity emanated from the PAGE 11 development of the Mortgage-backed securities allowed mortgage-backed security. their existing the secondary mortgages onto single-family of portfolios liquidate to opportunity the thrifts market, thus making reserves available with which to fund new in aggressive more thrifts became result, a As loans. pursuing deposits and lending to commercial projects [11). from residential to commercial Unfortunately, the transition a concomitant increase in the lending was not accompanied by supply of managerial thrift of thousands Managerial staff institutions fees generated by loan production. for the country. on the basis of across be compensated tended to commercial virtually overnight occurred The transition lending. expertise in with talent Earnings and stock prices of financial institutions were determined by their ability to secure fees from loan commmitments. observable measure of performance, is much more difficult Further exacerbating While fees provide an the quality of loans made for outside investors was the situation the to determine. lack of real incentives on the part of depositors to contol the managerial excesses of FSLIC-insured highest yields associations Lenders thrifts. deposits allowed without regard negotiated evaluated tending to be lack of The depositors to to safety. equity properties associated risk more willing to invest PAGE 12 Savings interests with an seek out in ownership with the and loan projects. mindset, depositors' savings in Management made decisions to commit funds to risky projects. often ill-conceived projects, with predictable results [12]. a source of reassurance for When thrift managers reached for decisions, in the sea their ill-fated of commercial lending uncertainty, the appraisal industry was often there. as 25% of the federally 3,200 As many loan and insured savings associations suffered from faulty appraisals between 1983 and 1985 [13]. The appraisal industry tolerated imprecise rules governing the valuation of competency level out of the as "appraisers". proposed projects and the varying many thousands who Cases fraudulent appraisals lead to involving hold themselves the preparation of a further erosion in appraisal industry credibility. Economic Recovery and Tax Act The Internal Code Revenue non-economic stimulus (ERTA) has to real of 1981 historically estate investment. effectively subsidized financial returns permitting used paper losses to shelter benefits payments were made ordinary created on provided from real through non-recourse The code from real estate by estate investment income from other sources. deductions real a for property to be Tax interest loans, accelerated depreciation of buildings, and income tax credits for investment in certain types of property. PAGE 13 This subsidy made many otherwise-marginal development projects attractive. rules, another stimulus was added As investors exploited the for supply to outpace demand (14]. Sponsors of exploit the increased tax syndicators") quickly organized to benefits offered by ERTA to over $10 billion the limited would acquire a property limited subsidy, the prices for tax estate real The most popular benefits from ownership of real allows complete to the partners. The syndicator and distribute the benefits through partnership vehicle. syndicator was With the able to offer real property. benefits and [15]. partnership, which passthrough of tax benefits the The $1.5 billion in placements in in 1984 vehicle for distributing tax property is 1981. in syndication industry grew from 1979 ("real estate limited partnerships real estate marginal, on a driven by the ability this eyed these which might pre-tax basis. to sell the of often unheard-of Builders and lenders initiated projects have been use The otherwise market became product rather than the user's demand for occupancy. Macroeconomic and Regional Shifts Real estate has been affected to forsee, economies. in both Inflation, the by changes that were difficult macro economy and which had PAGE 14 ravaged the some regional United States economy during recent years, was being treated as a permanent element of that the U.S. economy. inflation would In continue. expectation was net terms, real estate The benefit benefit from unanticipated inflation. tends to Many real estate executives reasoned the value of property. the value of their that increases in unabated, along with inflation. estate loans would be supported values. which increase to increases in rents estate is due to real The general Moreover, future property would proceed They reasoned that real by increasing rents and high principal and interest payments would be made in less-expensive, inflation-ravaged dollars. As supply expanded, Certain demand regions have nationally actually experienced reduction in demand for real estate. for space was most prevalent gas or suffering economies. from The economic office sector assembly-oriented shift. for office The deflation and a The reduction in demand downturns in undiversified benefited from a manufacturing plants early 1980's. space has unforseen quickly. in regions dependent on oil and buildings in the 1970's and demand grew less reflected a reduction in rapid shift to office Reduced growth in slowdown in demand left this projects wanting for tenants. The number were it not of distressed properties would be for a reduction in nominal PAGE 15 much greater, interest rates. The gone from rate has prime lending percent in of 21 a peak January of 1981 to 8.25 percent in July of 1987 [16]. Summary The multi-billion dollar loss of capital facing United States lending institutions was brought about cyclicality of the U.S. real highly-liquid, undermanaged industry; the incentives; who assumption losses. the is that Banks and a small insolvency. real to loans investment shifts. price? the and financial entry of into the by tax offered As supply of are unable to The historial dangerously real pay their simplistic institutions absorb all It is society which ultimately pays for massive loan losses. only savings demand and projects pays the estate industry; the and macro-economic estate exceeds debts, stimulus by fraction Insolvency resulting creates absorb losses of their assets in the in hands of large, burdens ongoing and depositors, investors and employees. PAGE 16 risks representing before they banks and thrifts leave Insolvent estate projects agencies, thrifts can reach their failed government insurance taxpayer for subsidy. thousands of to exercise projects also tends of real estate The failure downward pressure on property values in the localities of the stigma to the in an area lends a An unsuccessful project failed projects. neighborhood. The failed project can also taint the market for similar properties. strategies for salvaging distressed This thesis will explore properties. with The industry immediate typology developed. salvaging experts cause of methodology followed of to particular determine the properties. A is distressed properties thesis describes a range of strategies for financial, marketing properties how attempt interviews affecting property management determine an failure of problems The in includes employing Case histories are skills. distressed properties are and analysed to created and how stategies can be implemented. For the reader's convenience, the male pronoun will be used throughout the thesis to indicate both male and female gender PAGE 17 of the subject. investor in to not have The thesis adopts the perspective of the new distressed properties. been instrumental in distressed property. related to the case The investor the is assumed development of the The names of the participants and facts studies have requested by those involved. PAGE 18 been changed, where FOOTNOTES TO CHAPTER ONE [1) "How the White House Lost Its Big Bank Battle", The New York Times, July 12, 1987 [2] "How the White House Lost Its Big Bank Battle", The New York Times, July 12, 1987 [3] "The Wright Man to See", Newsweek, June 29 1987 [4] "The Wright Man to See", Newsweek, June 29 1987 [5]"Empty Buildings: Severe Deflation Hits Commercial Properties in Many Areas of the United States", Wall Street Journal, September 4, 1986 [6]"Empty Buildings: Severe Deflation Hits Commercial Properties in Many Areas of the United States", Wall Street Journal, September 4, 1986 [7] "Market Analysis for Real Estate (Lecture Notes)", graduate level course offered by Professor William Wheaton, Center for Real Estate Development, M.I.T. [8] "Real Estate Market Outlook", Lecture delivered by John McMahan, McMahan Associates, San Francisco, California, Center for Real Estate Development, M.I.T. [9] "The Return of the Grave Dancer", Samuel Zell, Real Estate Issues, Fall/Winter 1984 [10] "Empty Buildings: Severe Deflation Hits Commercial Properties in Many Areas of the United States", Wall Street Journal, September 4, 1986 [11] "The Return of the Grave Dancer", Samuel Zell, Real Estate Issues, Fall/Winter 1984 [12] "Loose Lending: Texas Savings and Loan Disasters are blamed, in part, on freewheeling style", Wall Street Journal, July 13, 1987 [13] Only three percent of the 300,000 people reviewing property values for financial institutions are accredited by the Society of Real Estate Appraisers or the American Institute of Real Estate Appraisers. "Malpractise in Real Estate", Forbes, June 29, 1987. PAGE 19 [14] "The Return of the Grave Dancer", Samuel Zell, Real Estate Issues, Fall/Winter 1984 [15] "Real Estate Syndicator's Shift", Profile of Arthur J. Halleran, Chairman, Winthrop Financial, The New York Times, June 25, 1987 [16] Federal Reserve Board Bulletin PAGE 20 CHAPTER TWO: OF FACING DiZ4AZIEDU ("workout") is a property which is in TYPOLOGY PROBLEMS PROPERTIES A distressed property default on the is terms of the loan which frequently occassioned it secures. nonpayment by Default of principal and interest. use its lien against a property Upon default, the lender may to about bring compliance. property for sale to the public. purchase the property. for haven lender. debtors, in Bankruptcy that may offering of the the foreclosure sale other lenders, more junior liens are eliminated. the property contractual The lender may bid for and If proceeds of are insufficient to satisfy against an in results Foreclosure of lack for foreclosure be it Bankruptcy offers forestalls action used to stay a by a the foreclosure. Alternatively, a borrower may voluntarily offer to the lender or a third party a deed in lieu of PAGE 21 foreclosure, forfeiting the rights of ownership. Workouts either result [1] a when property suffers from insufficient demand or when reasons unrelated to demand bring about property distress. I.Market Demand result from forseeable circumstances Insufficient demand may such as inadequate market analysis during project planning or from an optimism; or excessive the development market during inappropriate process [2]. manifested often is orientation design, poor in the unforseeable change Lack symptoms such in of market location, or choice of as pricing above what the market will bear. Market studies with significant shortcomings are often used property. Distressed the decision to justify properties often to economy. on supply or demand, resulting in a adequately analysis as though they areas forecasts, and long-term economic on real estate. consider Local market trendline rely upon the existence of short- cycles and their effect fail Market studies They analysis. which ignore need. lack a proven market frequently focus either one-sided to develop a Trendline forecasts the structure are often of the treated in local market were independent of the metropolitan PAGE 22 area which of they is consideration are given to an integral the analyzing supply, by of the project and its through spatial preference studies. competitors by consumers In of location importance failing to study potential acceptance Inadequate part. is consideration rarely given to competition from potential, as-yet unannounced projects [3]. Errors procedural of a analyses. Such errors nature are common in also include inadequate market consideration of potential competition from subleases; inadequate scope of the study; and use of erroneous information, such as employing "asking" rather than "taking" rents, use of gross rather than net absorption or use of poor comparables [4]. The developer market and (or) demand. project is often the lender may choose Excessive optimism related to of the to disregard sponsors of their fee-based a compensation. Executives often have strong incentives to initiate a project regardless of demand. When the developer earns develop and the lender earns a fee to lend, incentive restraint, for particularly a fee to there is little when the true underlying capital risk is being borne by a federal insurance agency. Real estate adverse projects changes in the may suffer also market during PAGE 23 from unforseeable the long lag time between project changes, such with an real as the closing macroeconomic factors the of oil price Changes product. reduce the demand in lifestyle affected the Central and South demand for affected the or The drop in real demand for estate in Texas, Louisianna, Oklahoma and Colorado. recessions in for a patterns reduce demand for space. significantly a town military base in of a undiversified economy, may estate Demographic completion. and initiation Economic American economies have Florida. condominiums in South In "steady state" circumstances, an appreciating dollar leads to a marginal reduction in demand for real estate in markets dependent upon foreign investment (5). II. Other Factors Distressed properties also result from financial, marketing and property management considerations. Financing Insufficient demand or other the need to draw upon adverse circumstances result in capital to survive an adjustment period, until the property can become self-sustaining. buys time. of time Insufficient Money If capital is not available, the project runs out and the property capitalization is becomes distressed symptomatic PAGE 24 of [6]. distressed underlying a structure The financial properties. or improvement in markets often implicitly assumes stability over time. Contingencies are frequently not structuring financing. access Lenders may estate development interest payment reserve, deficits during the market absorption such as operating and costs marketing a related to "Soft" costs project. cover the project. naively underfund costs legitimately the real have approving institution to adequately fund may fail construction loan do not which to resources with financial The contingencies. anticipated in frequently Developers capital to adequate project may period be underfunded, in the name of "conservative" underwriting [7]. Lack of and developer procedures the project developer and may lender loan practices thoroughness or negligence in to agree environmental property are fund a approvals may the institution, expose The lender to additional risks. loan before necessary in hand or before have been fail to verify that construction municipal and develop the to legally all appropriate consultant's reviewed. submitted and studies all the lender may The is proceeding on time and within budget prior to disbursement of funds [8]. may be jeopardized by cost A real estate development project overruns. Project complexity may exceed construction monitoring capability. PAGE 25 the developer's Costs may exceed budget for such reasons as a work stoppage by labor unions, problems relating to soil conditions, orders, an significant change increase in construction loan interest charges due to rise in a contractor's inability to perform market interest rates or Delays in project completion due for the agreed-upon price. to securing of reasons approvals, may also approvals capital exhaust can result environmental in delays result in the imposition of permits or resources. of several other Securing months and of can additional carrying costs on the project [9). Some distressed properties result from part of one or more of the parties involved A banker may accept bribes decision lend on to construction project. revenues fraud or theft on the a project. loan proceeds A dishonest from the in exchange for for in the project. influencing the A developer purposes property owner property, leaving employ unrelated to may remove the operating inadequate funds which to meet debt service obligations [10]. PAGE 26 may with Rockridge Avenue/ .left wale... I AuI.T IT PN EPAc. PAGE 27 Doty Marketing and Property Management may not The developer experience or may be negligent with respect to accomplishing tasks. crucial development staff or requisite skills, have the from a property may suffer The poor marketing effort during the market absorption period due to inappropriate market marketing channels. positioning Property or inadequate use management may not of be responsive to tenant needs [11). Occassionally, encountered unrelated properties become by the to the lender and entangled in become workouts property itself. from an inability or unwillingness The institution may commitment due the loan causes the The workout of the lender to perform. to capital, corporate, merger, acquistion or Multiple to come to property may become distressed lending institutions involved enter into a halt. include an balance sheet. resulting in foreclosure which the due to borrower violations of insufficient current The owner may a dispute Alternatively, agency restrictions in the credit agreement. may may result renege on its participation may job for reasons commit to a loan and then regulatory problems. in difficulties Such violations ratio on the borrower cross-collateralize property, when some PAGE 28 properties encounter Tax reform may make investors indifferent to a difficulties. resulting in the creation of related credit. jeopardizing developer project, to the property. problems Borrower distressed property need not be Analysis of such "workouts" is to lack of outside the scope of this thesis [12]. Summary Distressed market properties come demand space for the existence due into with problems associated or financing, marketing or property management. can A distinction creation of be those that not forseeable. We underlying which are distressed properties for which some degree forces made between the forseeable and are more able to manage risks However, of advance knowledge exists. real estate development is characterized by long "lead" times complexity of construction, reliance for completion, performance of diverse parties all real "Force estate-related Majeure" risks on the and other uncertainties. risks such as are advance. in knowable Not war, extraordinarily severe weather, economic shifts and labor stoppages provide examples of changes that circumstances, are not these risks number of workouts in the amount of risk is forseeable. In always lead will "steady-state" to a real estate industry. inherent in the real PAGE 29 certain A certain estate development account for the helps to process and above-average returns generated by real estate development. by the existence Finally, workouts are seldom brought about of a single risk. Real estate casualties tend to result from the convergence of analysis of a number workout circumstances tend of correlated situations reveals to converge in undermining risks. Careful that several the property, with a particular circumstance often acting as catalyst [13]. PAGE 30 NOTES ON CHAPTER TWO [1] "The Workout Game: Managing Non-Performing Real Estate Assets", Stuart M. Bloch, Esq., Executive Enterprises Publications Co., New York, N.Y. [2] Interview with Larry Levey, Chief Financial Officer, Hall Interview Financial Group, Inc.,Dallas, Texas., July 1987. with Jim Bertelsen, Asset Disposition Group, Continental Interview with Jack Illinois National Bank, June 1987. Sangunett, President, Sangunett and Associates, Alexandria, Virginia, June 1987 [3] "Market Analysis for Real Estate (Lecture Notes)", graduate level course offered by Professor William Wheaton, Center for Real Estate Development, M.I.T. [4] Interview with Richard Scott, Principal, Aldrich, Eastman Some of the criticisms leveled and Waltch, July 1987. against market studies may also be leveled against real estate appraisals. [5] Interview with Jack Sangunett, President, Sangunett and Interview with Associates, Alexandria, Virginia, June 1987. N.Y. York, New Jim Bulloch, Vice President, Citibank, Senior President, Vice Arellano, R. Interview with Eduardo in investment foreign Much 1987. June Fl., Corp., Miami, a "safe secure to desire a by motivated is property U.S. real haven" for foreign capital and is not exclusively influenced by currency fluctuations. [6] The relationship between "working out" a distressed property, money and time is explored in more depth in Chapter Three, herein. [7] Interview with Jack Sangunett, President, Sangunett and Associates, Alexandria, Virginia, June 1987. [8] Interview with Mark Jennings, Workout Loan Specialist Oldstone Bank, Oldstone Development Corporation, Providence, R.I., June 1987. See also the "Outlet Mall Case Study", herein. [9] Interview with Jack Sangunett, President, Sangunett and Interview with Associates, Alexandria, Virginia, June 1987. Andrew Siwulec, Senior Vice President, York Associates Bethesda, MD., July, 1987. Interview with Mark Jennings, Workout Loan Specialist, Oldstone Development Corporation, PAGE 31 Providence, R.I., June 1987. Study", herein. See also the "Outlet Mall Case [10] "The Workout Game: Managing Non-Performing Real Estate Assets", Stuart M. Bloch, Esq., Executive Enterprises Publications Co., New York, N.Y. [11] Interview with Eduardo R. Arellano, Vice President, Senior Corp., Miami, Fl., June 1987. See also case study, "Miami Vice: Repositioning and Competitive Pricing in the Miami For-Sale Housing Market", Chapter Four, herein. (12] Interview with Jack Sangunett, President, Sangunett See the and Associates, Alexandria, Virginia, June 1987. the in thesis this by adopted definition of "workout" introduction to Chapter Two. [13] "The Workout Game: Managing Non-Performing Real Estate Assets", Stuart M. Bloch, Esq., Executive Enterprises Publications Co., New York, N.Y. PAGE 32 CHAPTER THREE : PRINCIPLES OF FOR FINANCING RESTRUCTURING DISTRESSED PROPERTIES Distressed property a elements: time; money; and skill. combination of three basic The objective of involve strategies turnaround the refinancing strategy is to secure time and money for the property. Time Time is required in order for the market. Time is also the property to be absorbed by needed in The property. reposition the distressed property transactions order to renovate or in structuring objective is to secure the maximum amount of time within which to add value, at the lowest cost. In this sense, financial resembles a the longer structuring for distressed property real estate option the investor can contract. At a given cost, control the property, PAGE 33 the more likely he profit due is to be vindicated in his appreciation. to property belief that The he will workout investor seeks to harness the power of time [1]. Money buys deficits time. over Money the is market required to absorption fund operating period, capital improvements and to pay for marketing costs. The workout investor's funds with which additional income challenge to secure to buy time and salvage funding must from the is be secured property with the property. in spite which to additional The of a lack of make debt service payments in the traditional manner. Money The incremental costs and distessed distressed properties property expenses associated with salvaging must be financing. anticipated Distressed in structuring properties may require additional capital for renovation, operating deficits and marketing costs [2]. The need for additional improvements to the property is common in workouts. Distressed properties frequently require renovation in order to satisfy a new market properties on the verge of foreclosure PAGE 34 [3]. have been Owners of known to substitute or massively materials in delete tenant improvement allowances Costly other purposes. loans to their funds from to Unscrupulous borrowers avoid the loss of their property [4]. divert an effort order to required in may be attract tenants [5]. tenants A property with few substantial cash resources well-correlated. order to in A cover demand operating the point a space by signing a lease and the property and actually begins the point where he occupies rent. exists between time lag where a tenant agrees to rent to pay nevertheless Occupancy of a property and operating expenses are expenses. not will Real estate taxes, insurance, maintenance and other fixed expenses comprise a large share of total property expenses for operating many properties and must be funded regardless of the total occupancy level of the property [6]. Loss of tenants ("shakeout"), absorption period. properties during the market existing tenants tends period and contribute to lost due to in distressed tends to occur to prolong the market operating deficits. dissatisfaction with The loss of absorption Tenants may be the distressed property. Tenants may be evicted due to the their loss of discipline in meeting lease obligations [6]. Distressed properties demand PAGE 35 extraordinary marketing expenditures in order to overcome a tainted reputation in the marketplace. Marketing, promotional personnel costs and property management are high for distressed properties relative to other properties [6]. Funding for the extraordinary is secured from loans, a a combination of purchase mortgages. needs of a distressed property money equity funds, mortgage, senior unsecured and junior Equity funds represent the most "patient" capital in the financial structure. equity is not accompanied In contrast with by a legal debt, common obligation to make current interest payments. Equity The new in equity investor wields significant loan restructuring willingness to invest negotiations. his capital lender's troubled property tool. his The The debt investment, the to risk. Equity lender emanates from protects debt by investment of equity allows the New restructured. be the represents a powerful negotiating accept standing first at risk. investor's toward resurrecting equity investor's bargaining power willingness to existing bargaining power owns the new Without property. equity Without new equity, the lender's loan on the property effectively becomes the equity: it earns no current interest PAGE 36 and is the first capital at risk. that experience a construction result market, prices The investor with markets reduction in with supply would increase will reduced offered on would stand the to gain. tax benefits associated deductions and deductible against future income Should being and he will also benefit from supply excess construction. in less interest payment time to contribute The investor is motivated by toward the property's recovery. anticipation lender to secure form of capital and forebearances in the an is objective investor's negotiating The net operating losses ("NOL carryforwards"). While the lender wishes to minimize a reduction in the amount owed on the loan (the "writedown"), not all financial. public relations motivations The lender may loan The lender so as to a be may have regulatory, legal or in permitted concluding a He to transaction. income from the classify the loan as a The lender may seek to sell the property specified requirements. motivations are seek to bring about interest "performing" asset. within lender time so as may seek to salvage to satisfy regulatory a distressed property so as to avoid the glare of negative publicity [7]. Both the lender to whether their and the investor must render respective anticipated PAGE 37 a judgement as rewards from the property will justify their patience and investment of capital over the holding period [8]. Debt The second source existing lender. of funds The for the workout effort is the loan funds into lender may inject new the property. The property gains time to recover by shifting existing loan repayment obligations from the Existing future. quasi-equity loan debt capital. terms including is converted The lender may the term, present to the into more patient, restructure existing amortization and interest payments. The owed. lender will He resist reductions will seek to structure in the a transaction allow him to recover his investment. must be recovery. extended to principal amount which will The loan repayment term provide adequate time for property The investor will therefor seek to avoid mortgages with a relatively short term, such as bullet loans. may be extended of achievement for a fixed period or can The term become a function of certain property performance levels, such as a minimum loan-to-value ratio [9]. The investor seeks to restructure loan payment obligations to coincide with realistic expectations of the PAGE 38 property income stream amortization of debt current reserves equity income, payment interest current If project exceed obligations small impact on principal have a relatively payments. to as Concessions default. avoid thereby and will eventually vanish. The ("pledge rate") interest rate need not be the same. The coupon rate and current pledge rate can exceed the coupon The difference between the stated rate of interest and rate. payment interest current accrued. or "coupon") "pay rate" (the is Reasonable care must be taken to avoid an excess of interest accruals over project equity. The viability potential of the in increases Rate obligations. interest rate not be must project variable sensitivity may burdens with a joint interest threatened rate be minimized by payment by sharing venture partner; hedging capital costs in the interest rate futures market; or setting lower and obligations upper variable boundaries on ("floors" and "caps") interest payment [10]. Other Loan Provisions other issues likely participation to arise or conversion in loan rights and negotiations include personal liability. In exchange for concessions, the lender may request the right PAGE 39 amount, if any. the right sale above the mortgage Alternatively, the lender may seek to have in the to participate to convert proceeds of his secured, in debt interest the property into an equity postion. Personal liability and cross-collateralization for properties distressed Occassionally, guarantees are may avoided be by offered loans on investors. on potential property operating deficits, up to a specified amount [11]. The challenge facing the workout investor is to determine the degree of reward which he must secure in order to justify his investment in the risky project. The investor must also assess what concessions he can secure from the lender. ALTERNATIVE MORTGAGE INSTRUMENTS By combining the above degrees instruments can be structured so of freedom, mortgage as to answer the particular needs of a distressed property. Cash Flow Mortgage The objective of the cash default for non-payment of flow mortgage is to avoid borrower interest. PAGE 40 The property pays debt to equivalent service the pledge rate accrues amount. Thus, the increase from year assure flow against the principal amount actually may amortization"). ("negative year arranged. The cash property may be divided ("stripped") so as to flow priorities may be Alternative cash flow from the principal loan to Cash The difference between available mortgages have no pay rate. cash flow and flow. cash available out of cash return investor a lender and both the available cash flow. An accrual-basis equivalent to the income borrower may fully full pledge rate in tax liability, interest income (12) if the deduct interest computing his federal lender recognizes equivalent [13). Accrual Mortgage The accrual mortgage differs from the cash that the accrual mortgage features fixed payment interest only The obligation. if cash flow is flow mortgage in a coupon rate, creating a cash flow mortgage pays available from operations is similar to an accrual [14). Zero Coupon Mortgage The Zero-Coupon mortgage ("zero") PAGE 41 mortgage, with a pay rate of zero. accrues and is compounded over time. All interest on the zero The lender may demand a premium over current market rates on a zero to compensate for additional risk. Participation in the proceeds of sale above the mortgage amount may be demanded, particularly if the zero is subordinated to a more senior mortgage [14]. Participating Mortgage The Participating Mortgage offers the borrower a below-market rate of interest in exchange income and for a percentage (or) proceeds of sale above the of operating mortgage amount ("residual value"). The benefits of the tend in to be participating mortgage to the form of short-term participating mortgage becomes much borrower over time. equivalent origination. to At market the borrower cash-flow. The less advantageous to the some point, interest payments become rates at the time of mortgage Beyond this point, the project must make market interest payments in addition to being obliged to surrender a percentage of the residual [14]. Wrap-around Mortgage The wrap-around mortgage is added to the existing mortgage on PAGE 42 the property. rate which is typically features a pledge It above the pledge rate on the existing mortgage and allows the borrower to realize property. service additional The lender between the The wrap-around funds by profits from the difference existing mortgage mortgage satisfies borrowing on and the the in debt wraparound. the borrowers' need for additional financing and debt service relief [15]. Fixed and Variable-Rate Mortgages The above fixed- or floating-rate staggered, upward mortgage instruments beginning as over time. determined by a the interest can be structured instruments. The pay rate may be low and gradually moving as zero Floating-rate interest variety of indices. rate is as either to be The payments can be intervals at which adjusted and the maximum adjustment in the rate between intervals and over the life of the loan are negotiable [15). A mortgage which combines features of the may be employed with descriptions are above instruments distressed properties. While the above be illustrative, new instruments meant to are continually devised [16). PAGE 43 The optimize investor will value from by the transaction placing project benefits in the hands of those who value them most. Parties different yet to distressed property complimentary needs. of value For example, whose returns against their market), and (book vs. pension funds Parties may differ with tend to risk preference. to assets be attracted correlate positively with inflation, inflation-sensitive therefor interested in have tax exposure, cost of funds, respect to their federal income measure transactions liabilities. to match They are extending variable-rate mortgages and in real estate equity investments [17]. Salvaging the Midland, TX Office Building The financial office restructuring of a distressed building strategy for in downtown providing Midland, both 50,000 sq. TX. adequate ft. illustrates capital market absorption to a fund period and operating deficits during the time for recovery. The total project cost was $6,000,000 and the developer secured $5,000,000 an occupancy from a level below mismatch of in takeout financing. 50 percent, the revenues and With property suffered expenses. The lender foreclosed when the developer became unable to fund operating deficits and capital costs. The workout investor developed a PAGE 44 strategy for The new "patient" capital to adding new capital structure succeded in the property. fixed minimizing payments over the property holding period [19]. The determined investor sound. fundamentally markets. The deficits of period. he was $1,500,000 concerned about the funds long-term property was projected to over was over a in the capital generate cumulative seven- year holding How could the property be saved ? In analysing the acquisition, increases in increased property increases were market of availability future that However, itself property the that rental improvement or decision to invest market improvement. Leases on income would occupancy assumed to the workout inflation. upon value, not on are "Triple only due upgrading. such other The Expenses were the building occur and property occur for investor assumed to No factors as investor based his expectations as to assumed to remain stable. Net", calling passthrough of expense increases to the tenant. for full Debt service payments on the existing first mortgage had to continue. Capital Structure The investor agreed for the project. to provide $500,000 in This amount PAGE 45 new equity funds represented the total investment to be made by be used were to These funds the equity investor. The deficits. project operating to cover lender initially requested that these funds be applied toward principal amortization. request. into The The investor staunchly resisted this investor insisted salvaging the that new funds distressed property, might enable the lender to be injected which ultimately achieve a return of capital. The first mortgage continued to be fully serviced. The lender agreed to fund a second mortgage of up to $500,000 above the investors' basis. toward The investment second mortgage tenant leased. equity improvements Interest would proceeds on be on a were space which paid on non-recourse to be had the applied not funds been actually disbursed. Additionally, the lender agreed to make an amount of $750,000 available improvements for on further an operating unsecured unsecured loan was accrued. amortization on these deficits basis. and Interest capital on the Interest payments and principal funds would be deferred for a twenty-year term. Recapitalization All debt on the property would become due and payable at the PAGE 46 loan will be the sum of the amount of the new first mortgage loan, the $500,000 second $5,000,000 existing first mortgage on the The new loan would be fully amortized over 29 $750,000 loan. maximum annual years, with and accrued interest and the principal be The principal recapitalized with a new loan from the lender. mortage loan would property The term. twenty-year the of end to exceed interest payments not $549,000 per year. The structure allowed the loan on the Midland office building to a become again once The lender avoided having interest income. loan loss reserves to allow in the abilities willingness to of prospect investor. Should even a cover projected period. loan in deficits the property. The for the existed property marketplace, the during the market absorption the availability of permanent future. the the lender's Adequate funds are available The structure assured proceeds Confidence marginal improvement in the general would generate enormous gains. to gains future the local in to increase his key to disburse further funds on significant generating by for a loan writeoff. investor was of the levels occur rent asset performing The structure eliminated concerns relating to interest rate risk upon refinancing. guaranteeing future, risk. a maximum the investor Caution was service payment annual debt hedged taken against by the PAGE 47 By in the future interest rate to assure that investor of the reasonable expectations not exceed loan obligations did and other accrued interest value. future property The investor always asks whether anticipated appreciation will be repay to property the for adequate accrued plus loans interest. Summary three basic elements: time, combination of The financial structure salvage the property. Money time. buys marketing costs investors have lender the of not property. Mortgage to to the Equity negotiate investors' While the investor maitains the becoming property, the lender is the due operating expenses. bargaining power willingness to accept risk. flexibility the property. fund to required and renovation significant from to renovation and perform product is Money deficits, forbearances with which resources achieve market absorption of repostioning and seeks to workout investor seeks to harness The so as to of time the power a money and skill. distressed property money time and adequate provide of a involve strategies turnaround property Distressed an owner of the distressed de facto owner of the distressed instruments can be structured to answer the specific needs of distressed properties. The investor seeks to structure PAGE 48 an agreement which is predicated upon current revenue and expense figures (value), rather than expectations of future performance [19]. There are threee transaction. the parties investor determinants of the capital structure of a chapter has addressed the preferences of This involved must also markets into the and the type incorporate analysis. of transaction. the status In a volatile of the capital world, no optimal capital structure for distressed properties exists. monitor equity and debt pricing in the capital One must markets on a daily basis to determine the best course of action (20]. PAGE 49 The NOTES ON CHAPTER THREE [1] Interview with Richard Scott, Principal, Aldrich, Eastman and Waltch, July 1987 [2] "The Grave Dancer", Samuel Zell, Real Estate Review [3] See "Product Repositioning", Chapter Four, herein. [4] "The Grave Dancer", Samuel Zell, Real Estate Review [5] "The Workout Game: Managing Non-Performing Real Estate Assets", Stuart M. Bloch, Esq., Executive Enterprises Publications Co., New York, N.Y. [6] "The Grave Dancer", Samuel Zell, Real Estate Review [7] Interview with Jim Bulloch, Vice President, Citibank N.A., New York, N.Y. [8] "Structuring Complex Real Estate Transactions (Lecture Notes)", graduate level course offered by Professor Lawrence S. Bacow, Center for Real Estate Development, M.I.T. [9] "The Return of the Grave Dancer", Samuel Zell, Real Estate Issues, Fall/Winter 1984 [10] Interview with Richard Scott, Principal, Aldrich, Eastman and Waltch, July 1987 [11] "The Grave Dancer", Samuel Zell, Real Estate Review [12] "Financing Real Estate Under Tax Reform", seminar conducted at Center for Real Estate Development, Massachusetts Institute of Technology, by Robert Nessen, Attorney, Fine and Ambrogne, Boston, Mass. [13] Interview with Andrew Siwulec, Senior Vice President York Associates Bethesda, MD., July, 1987 [14] "Financing Real Estate Under Tax Reform", seminar conducted at Center for Real Estate Development, Massachusetts Institute of Technology, by Robert Nessen, Attorney, Fine and Ambrogne, Boston, Mass. [15 "Financing Real Estate Under Tax Reform", seminar conducted at Center for Real Estate Development, Massachusetts Institute of Technology, by Robert Nessen, PAGE 50 Attorney, Fine and Ambrogne, Boston, Mass. [16] "Hall American Center Associates (Corporate Newsletter)", "Hall Olivetree Associates", Hall Financial Group, Dallas, Texas, June 30, 1986 [17] Interview with Richard Scott, Principal, Aldrich, Eastman and Waltch, July 1987 [18] Adapted from "The Grave Dancer", Estate Review [19] Samuel Zell, Real "A chat with Michael Milken" Forbes, July 3, 1987 [20] "Structuring Complex Real Estate Transactions", graduate level course offered by Professor Lawrence S. Bacow, Center for Real Estate Development, M.I.T. PAGE 51 CHAPTER FOUR : MARKETING STRATEGIES FOR DISTRESSED PROPERTY Marketing efforts for intensive than marketing strategy for those distressed required of properties other are more properties. The distressed properties rests on the premise that the property has typically has become known as a troubled property in the marketplace. Successful distressed property marketing relies upon positioning of the property to suit an identified market need, competitive pricing and real estate broker relations. Product Repositioning Real estate products that often require orienting repositioning. the product potential new users held be a group of accomplished by have failed Product to address to attract repositioning entails the needs or to alter perceptions existing users. of a group of of the property The repositioning effectively re-manufacturing the PAGE 52 a market is product to Additionally, a property may adopt a new serve a new market. name so as to shed a negative market identity. A comparative assessment must be performed of the distressed property local in relation to the configuration, amenities, and be compared distressed with competitive -properties. and single apartments compete. residential should family are square For example, be compared homes, The key elements in space Space other property attributes must apartment complexes condominiums marketplace. against against which selling or renting footage and life-style. Lifestyle is determined by the amenities and services offered by the residential complex. Lifestyle considerations can overcome price competition from other facilities [1]. Case Study: Is There a Doctor in the Area?: Repositioning The Mid-Western Office Building A professional office building in suburban Chicago, Illinois illustrates the need to reposition the distressed real estate product to meet a new market. construction loan on a post-War building office developer's concept less-than-premium suburb which A money-center bank mid-size office building, was proposed to attract in the tenants first-class office rents for lacked virtually any modern PAGE 53 made a the first town. by The asking space in a office buildings. The principal local employers were a university and hospital. The developer proceeded to' develop the project without sensitivity to the market, which did not feature an abundance of potential users for conventional office space. Results of the leasing effort were disappointing. Few tenants responded to unable solicitations. The property service obligations and the in salvaging He to meet A specialist source of with the demand: local university A multi-million dollar refurbishment was performed the specialized Floorplans previously subdivided into physicians' use. and debt the alternatives. previously unrecognized professionals associated hospital. to meet lender foreclosed. distressed property assessed identified a medical was necessary needs designed many for smaller Plumbing was individual Success was achieved by of these professionals. large offices users were for individual extended to the new offices washbasins were added to each. remanufacturing the product to serve a newly redefined market need. The repositioned property was fully leased. Pricing Competition becomes the key determinant in establishing rents (or prices) for distressed properties. indebtedness are relatively determining pricing strategy. minor Unleased PAGE 54 Project cost or total considerations in or unsold space in a represents inventory. market an provide declining at current property must be structure of a distressed for comparable properties. lower than that prevailing rents stagnant or the existing inventory lease or sell The rent rates. a salvaging distressed property becomes the market, the key to ability to In inducement inventory. the of for sale Lower Reductions in price can bring about a significant increase in demand [2]. A major element of tenants. existing crucial effort property. In to Aggressive maintain rates may an be to retain be offered in the will leasing effort any income some cases, existing leases from stream the are destroyed and lower rents offered in exchange for extending the lease term. Offering of equity in the project to tenants may be warranted in some circumstances [3]. Competitor's competitive cost basis is costs are a key rent structure. tenants. If an exisiting lower than that of the property, the competitor may for consideration in If future determining competitor's investor in distressed potentially outbid the investor competitors can build a similar product while incurring significantly lower costs of land and construction, they will enjoy an advantage [4]. In structuring tenant inducements, the workout investor seeks PAGE 55 need [5]. to fulfill an unmet market the property's competitive position. be utilized to increase assist in meeting tenant Creativity can within Tenant inducements may For budget. project example, needs while staying distressed Texas apartment complexes frequently offer travel and entertainment renters. inducements to an offering of disadvantage Travel have the and entertainment exhaustible, inducement to the tenant to sign a lease. one-time-only Creative investors in distressed Texas apartment complexes offer appliances such fans. as microwave ovens or the advantage of being These permanent amenities enjoy available as to both an inducement current and future tenant prospects [6]. "Free rent" periods workout investors. rent and are generally avoided by experienced of free The correlation between receipt tenant default on lease obligations is noticeable. Preference is given to structuring leases with a below-market net effective rent [7]. Case Study: Rocky Mountain High: Altering Pricing Structure for the Denver Office Building The case illustrate securing the office building suburban Denver of the effectiveness tenants. The 250,000 of competitive square PAGE 56 serves to pricing foot "Town in Square" Pension Fund the State Employees' owned by office building was fully preleased upon construction in 1982 to creditworthy regional recession A concerns. petroleum drop in oil prices. brought on by the precipitous consolidated or closed tenants expired, was subsequently As leases new in offices By 1986, the building lay entirely vacant. locations. The pension fund implemented a competitive to re-lease the space. pricing strategy securing a strategy focused on The major, anchor tenant who would add legitimacy to the building A trained, full-time leasing agent in the local marketplace. was hired building. agent The company which rental rate of $24.00. lease. The space in the With comparable office $18.50, the agent structured an an initial calling for in a neighboring two years until expiration and a depressed market leasing for ten-year construction-services occupied 125,000 square feet building under a lease with offer a identified of the on the leasing to concentrate exclusively of $17.00, rental rate rental rate would "step-up" on a annually beginning in year two, in increments of $1.00, until reaching The insurance company would $26.00 in 1996. toward the tenant's lease with momentum existing lease obligation. the construction services firm to the leasing effort, securing other users. building over Smaller the course pay $3 million making a Signing a added significant simpler task of tenants were attracted to the of the PAGE 57 following nine months, at One below-market rental rates. was half paid with another signed, completely succeeded pricing Competitive on the was occupancy. date of tenants in securing in a building vacant the lease that very day on the brokers paid to half of the lease commission for a oil-dependent depressed, The leasing effort resulted in an occupancy level in region. excess of 90 percent. Promotion Marketers rely heavily practises in the -rely on often A buildings. effort required While traditional real telemarketing key link in by estate media billboards, radio signs, mail, newspapers, and television advertisements, promotional direct-contact extraordinary leasing distressed properties. campaigns employ on distressed property marketers and the canvassing promotional competitive effort for distressed properties is the real estate broker. Securing the brokerage community estate campaign. A (or "locator") market niches. of the the focus product at the point of markets, prospective broker is local real marketing fundamental marketing consideration is "Who represents the many in the the best people support of It who tenants work tends to PAGE 58 sale?" [8]. with a In real estate specialize in is imperative that the that of certain leasing broker be an individual with established relationships with quality tenants [9]. Frequent contact and meetings with brokers allow the investor to maintain his Members awareness. property the at forefront of broker also respond of the brokerage community favorably to social events organized to increase awareness of Frequent contact also yields an opportunity to the property. secure market competitive marketing intelligence rent results objectives. with structure. is which to Continuous important in maintain monitoring attaining a of marketing While brokers provide a valuable introduction to prospective tenants, the workout investor must be continuously, personally involved in the leasing process [9]. The workout offering a investor can gain increased commission structure The procuring broker may receive cooperating broker commissions is order contests aimed at leasing campaigns period. The in excess of a full commission, with the broker upon signing cooperation. brokers can and add accelerate the of a Payment of of the lease in Sales and a sense workout investor may offer for procurement market norms. receiving a half commission. made promptly to maximize broker attention by leasing of urgency market absorption rewards in exchange qualified tenant prospect requiring a minimum amount of square feet within a set time period [9]. PAGE 59 to A full-time for the leasing agent Market absorption can be prospective tenant identification. significantly professional through augmented personnel in facilitate property can intensive management, of training leasing and selling space and closing lease transactions skills, such as showing [10). Case Study: "Doing Things Big": Auctioning Texas Condominiums The auction of a 220 unit condominium complex illustrates how creative approaches to inactive market. construction of the "Las Brisas" unforseeably longer than anticipated. units could and "not The be loan during complex an in The regional the drop in oil prices. market Sales took developer came to believe that sold" The developer ineffectively. savings condominium deteriorated due to a sales in association funded the The developer sold 160 units. absorption period the can achieve A savings and loan Houston in 1985. economy promotion foreclosed. and exhausted A promoted the units his capital. workout specialist The was brought in to implement a sales strategy. The specialist planned an advertisement was auction sale for the placed prominently in the PAGE 60 units. An local newspaper stating th e the property, address of 60 units that "only" remained and that all the units would be sold "this weekend". Prospectiv e asked to purchasers were year's tax r eturn. previous bring their arrival, visitors were greeted with Upon informatio n indicating the limited number of available units. They were visitors permitted of a in posession to qualifying were of 6.0 and no immediately asked to percent, immediate express were of a their a below-market qualification for Credit agencies closing costs. and loan site to process loan documents. processors were available on With a total possession in Purchasers were offered unit. financing rate Those Only those certain color of a pass offer. an make pass preference of financing of various colors issued entry passes cost of sales equivalent to 4 percent of sales proceeds, all 60 units were sold in one weekend, with another 90 "backup" contracts on hand. promotion resulted Direct, creative sense of urgency. Peer pressure of many other interested on-the-spot offers. depressed real in sales by creating a was created by the presence buyers, compelling visitors to make "Unsellable" estate market was single weekend. PAGE 61 condominium inventory in a sold in its entirety in a Case Study: Miami Vice: In the Repositioning and Competitive Pricing Miami For-Sale Housing Market Miami, Florida condominium complex illustrates The case of a how combination a competitive of pricing product and repositioning salvaged a foreclosed for-sale housing project. developer constructed a 231 An inexperienced unit, 20-story condominium complex on Miami's prestigious Brickell Avenue in construction loan from a 1975 with a Trust. Despite a healthy local housing market, the developer sales. failed to secure significant holding investor's analysis thoughtfully conceived. neither the space nor real estate marketing. to other properties on outside workout in bulk property be sold possible writedown for in a to recoup its investment? when construction An units be marketed individually, Or, could Trust propose a turnaround strategy for Should the purchaser, resulting Estate Investment complete. 85 percent investor was brought in to the property. The project encountered loan foreclosed the construction was approximately Real The difficulties. financial The Real Estate Investment to one the REIT? allowing the REIT [11] revealed that The the product was not condominium development offered the lifestyle crucial Units tended the market. PAGE 62 to residential to be small in relation The swimming pool had been constructed near the street and lacked any privacy. The to serve the needs of 231 100 parking spaces were inadequate Many condominium units had views on the parking lot. owners. built with an tennis court had been Characteristically, the east/west orientation, in violation of the norms of the game. similarly, units on upper units priced sales Biscayne Bay onto beautiful exposure on occurred has less-desirable exposure. With all an inequality. had created the units Pricing of of sides floors with southern first. had sold the building Few with comparison to Prices were high in comparables. In repositioning the property, the workout specialist added a between the swimming pool landscaped buffer and the street. He erected a parking superstructure over the existing parking lot. He added a new orientation on top of of the tennis court north-south a with the parking superstructure. attactively landscaped tennis court Placement atop the parking structure preserved space and simultaneously added attractive views onto an amenity area for many condominium units. New prices were established without relation to total project cost or outstanding modified to inland views. loan balance. offer an incentive The Pricing strategy to purchasers of incentive took the form of PAGE 63 was units with a $20,000 (10 percent) price inland- facing differential between bay- and units. A previously-lacking marketing effort. lifestyle feature a amenities tended added to the An emphasis on recreation and the outdoors life permitted the condominium to offering was "club" be marketed as a community lifestyle. The emphasis were accentuated. to de-emphasize Recreational the small size features on the of the and outdoors condominium units. Initial construction of The refurbishment the project effort cost $3 million. proceeds exceeding $21 million, of $4 million. Competitive had cost $14 million. With gross sale the lender realized a profit pricing and a remanufactured product succeded in revitalizing the property. Property Management Property management efforts work in tandem with the marketing repositioning strategy. in bringing retention. new about Clean, tenants and tenants preserves Property management is instrumental additional neat buidings revenues tenant are important in securing tenants. Maintaining maintaining existing property cash flow and property additional time to recover. PAGE 64 through thereby offers the The property manager in tenant-relations campaign the maintain initiate to property, the of appeal physical to serves turnaround property a distressed a community acceptance and to build of the distressed property [12]. The property property management firm operating expenses assessments Buildings purchased below-market by at a financing can appeal assessor to base the assessment than where on the original cost. space in a occupancy significant reduce real estate appealing concentrating and significantly can buildings. of discount to the tax or with real estate tax on the purchase price rather Property managers facility is occupied. By can control concentrating partial tenancy in certain parts of the property, other parts can be closed, reducing occupancy costs [12]. A successful property property relies management strategy on the choice of for distressed quality property managers. The investor's objective must be to secure the best property management Professional, staff available. aggressive, market-oriented younger property management and leasing firms with experience in workouts are the most appropriate [13]. Owner involvement management Distressed effort in monitoring and overseeing should property be continuous turnarounds PAGE 65 the property and require intensive. quality Management requirements are typically upper-mamagement time. of defects physical to traceable tenants. eradicating possible problems with distressed property can demand management attention required property the two by to and to Management of a times three the property, a conventional over an extended time period [14). The open-ended financial construction. completing a most the construction to respect accept project. an open-ended to completion property prior completing of the work involved in construction executive partially-constructed agree of project is unpredictable and experienced predict responsibility The nature and degree accept the should not distressed property investor in costly. cannot requirements The of construction. accurately of a lender must commitment with original financial Even the Inspection of to acquisition is advisable. the Developers may go to great lengths to conceal omissions and substitutions of materials [14]. The combination of appropriate for to have a distressed property. a relatively short-term the property. can quickly and leasing a management Once compensated loose interest in a team is agents tend Leasing interest in the for securing a tenant. PAGE 66 By most tenant and lease, they combining the gain leasing and Combining cross-subsidization, helping to Management for and leasing compensation when more firms managing fees above-average substanitial leasing with paid meager are managers. also permits management property compensate the property of perspective the long-term agents functions, leasing leasing management and property commissions management often offered distressed fees. incentive properties, results for attaining a in with tenant retention and leasing [15]. SUMMARY Successful distressed positioning of the need, competitive Property property property marketing to suit works in tandem upon an identified pricing and real estate management relies market broker relations. with marketing in achieving a property turnaround. The individual organizational investor advantage competitive properties. and can await the make creative approval of in distressed over has an holders of properties institutional The individual can move more swiftly decisions independently, committee. rather than This flexibility acts to counteract the institutional advantage of capital [12]. PAGE 67 NOTES FOR CHAPTER FOUR [1] "The Return of the Grave Dancer", Samuel Zell, Real Estate Issues, Fall/Winter 1984 (2] Interview with Richard Scott, Principal, Aldrich, Eastman and Waltch, July 1987 [3] "The Grave Dancer", Samuel Zell, Real Estate Review. Interview with Duke Woodward, President, Wayne Duddlesten, Inc., Houston, Texas, June 1987 [4] "The Return of the Grave Dancer", Estate Issues, Fall/Winter 1984 Samuel Zell, Real [5] Interview with Richard Scott, Principal, Aldrich, Eastman and Waltch, July 1987 [6] Interview with Larry Levey, Chief Financial Officer, Hall Financial Group, Inc., Dallas, Texas, July 1987 [7] Interview with Duke Woodward, President, Wayne Duddlesten, Inc., Houston, Texas, June 1987 [8] "Structuring Complex Real Estate Transactions", Arthur J. Halleran Jr., Chairman, Winthrop Financial Associates, Lectute at Center For Real Estate Development, M.I.T., Spring 1987 [9] Interview with Richard Scott, Principal, Aldrich, Eastman and Waltch, July 1987 [10] Interview with Duke Woodward, President, Wayne Duddlesten, Inc., Houston, Texas, June 1987 [11] Adapted from interview with Eduardo R. Arellano, Vice President, Senior Corp., Miami, Fl., June 1987 [12] "The Return of the Grave Dancer", Samuel Zell, Real Estate Issues, Fall/Winter 1984 [13) Interview with Richard Scott, Principal, Aldrich, Eastman and Waltch, July 1987 [14] "The Return of the Grave Dancer", Samuel Zell, Real Estate Issues, Fall/Winter 1984 [15] Interview with Richard Scott, Principal, Aldrich, PAGE 68 Eastman and Waltch, July 1987 PAGE 69 CHAPTER FIVE: SUMMARY AND CONCLUSION The multi-billion dollar loss of capital facing United States lending institutions was about brought historical by the cyclicality of the U.S. real estate industry; the highly-liquid, under-managed savings and into loans the to investment estate industry; the stimulus commercial real entry of offered by tax incentives; and macro-economic shifts. Distressed into existence come properties inadequate demand for the product with financing, marketing Inadequate demand may be analysis, inattention due to either or due to risks associated and property management. traceable to unsophisticated market to demand considerations, or a change in demand during the development period. A distinction can be made between PAGE 70 forces underlying the creation of to manage We are more able are not forseeable. those that forseeable and which are distressed properties In risks for which we have some degree of advance knowledge. "steady-state" circumstances, these risks will always lead to a certain number of workouts in the real estate industry. Real estate casualties tend to result from the convergence of a number of contributing reasons. combination of The provide and deficits repositioning Money buys renovation. property and operating is needed for Time property. tenant such as financing due to with property. product improvements and 'renovation. in structuring his willingness to assume risk salvage the lender's funds It time. investor has negotiating leverage The equity to repositioning of associated costs seeks to with which resources money a money and skill. distressed property of a time and adequate salvage the the three basic elements: time, financial structure involve strategies turnaround property Distressed in order to Specialized mortgages answer the particular needs of distressed properties. In a volatile world, no optimal capital structure for distressed properties exists. one must monitor equity and debt pricing in the relies upon capital markets on a daily basis. Successful distressed property PAGE 71 marketing property of the positioning need, competitive remanufacturing the turnaround. broker relations. Property management property. reduces operating expenses. and property increases tenant retention, the property of successful a achieving Property management the image improves market the marketplace essentially amounts in interact marketing an identified pricing and real estate Product repositioning in to to suit the community in and Property management is dependent upon the selection of quality managers. However, there is no substitute for direct, continuous owner involvement. The individual organizational investor advantage competitive properties. and can institutional over an holders of The individual can move more swiftly committee. approval of has properties rather than decisions independently, make creative await the in distressed This flexibility acts to counteract the institutional advantage of capital. Ultimately, from workout strategies strategies for are not well-managed development properties: structuring financing anticipated radically different property operating of successful to realistically match the income; positioning the property in the market to serve an existing market need at an achievable price; promoting the property aggressively through marketing channels, particularly the brokerage community; and employing professional, motivated property PAGE 72 management aimed at tenant involvement effectively service, all coordinated by of the owner. developed The initially the intense, personal property must, that in was essence, not be re-developed correctly by the workout specialist. Many opportunities exist in this sector for the disciplined, skillful investor who allies himself with patient capital. PAGE 73 BIBLIOGRAPHY INTERVIEWS Interview with Samuel Zell, Chairman, Equity Financial and Management Company, Chicago, Illinois, June 1987 Interview with Sandy Shkolnik, Vice President, Equity Financial and Management Company, Chicago, Illinois, June 1987 Interview with Larry Levey, Chief Financial Officer, Hall Financial Group, Inc.,Dallas, Texas., July 1987 Interview with Eduardo R. Arellano, Vice President, Senior Corp., Miami, Fl., June 1987 Interview with Jim Bertelsen, Asset Disposition Group, Continental Illinois National Bank, June 1987 Interview with Teri Dunham, Editor, Value Retail News, July, 1987 Interview with Nicholas Katsoulis, Vice President, Chemical Bank Real Estate Group, July 1987 Interview with Daria Plasitella, Chemical Bank Real Estate Group, New York, July 1987 Interview with Emanuel Sperantsas, President, Cosdem Investments, New York, July 1987 Interview with Jennifer Bergen, Chemical Bank Real Estate Group, June 1987 Interview with Jack B. Sangunett, President, Sangunett and Associates, Alexandria, Virginia, June 1987 Interview with Robert Nessen, Attorney, Fine and Ambrogne, Boston, Massachusetts, June 1987 Interview with Duke Woodward, Wayne Duddlesten Inc., Houston, Texas, June 1987 Interview with Marc A. Louargand, Visiting Associate Professor, Urban Studies and Planning, Center for Real Estate Development, Massachusetts Institute of Technology, July 1987 PAGE 74 Interview with Andy Siwulec, Senior Vice President York Associates, Bethesda, MD., July, 1987 Interview with Mark Jennings, Workout Loan Specialist Oldstone Bank, Oldstone Development Corporation, Providence, R.I., June 1987 Interview with Richard Scott, Principal, Aldrich, Eastman and Waltch, July 1987 Interview with John Chapman, International Council of Shopping Centers, June 1987 Interview with Warden Rinehard, President, First State Savings and Loan Association of Orlando, Orlando, FL., June 1987 Interview with Steve Carp, President, New England Development, June 1987 Interview with Ed Morris III, Bank of Boston, Boston, Massachusetts. Interview with Michael Buckley, President, Halcyon Ltd, Hartford, Connecticut. Interview with Jim Bulloch, Vice President, Citibank N.A., New York, N.Y. Anonymous Interviewee, Real Estate Workout Specialist, June 1987 Interview with Bob Irvin, Chief Executive Officer, Collier Financial Holding Company, Naples, Florida, July 1987 Interview with Val W. Ballard, Senior Financial Analyst, Federal Asset Disposition Association, Washington, D.C. LITERATURE "The Wrap-Around Mortgage...Friend or UFO", Francis P. Gunning, Real Estate Review "Empty Buildings: Severe Deflation Hits Commercial Properties in Many Areas of the United States", Wall Street Journal, September 4, 1986 "The Grave Dancer", Samuel Zell, Real Estate Review "The Return of the Grave Dancer", Samuel Zell, Real Estate PAGE 75 Issues, Fall/Winter 1984 "Hall American Center Associates (Corporate Newsletter)", "Hall Olivetree Associates", Hall Financial Group, Dallas, Texas, June 30, 1986 "I Hope I Never See Another Boom", Interview with Kenneth Schnitzer, Forbes, September 23, 1985 "Troubled Properties For Some Are Opportunities for Others", Wall Street Journal, April 8, 1987 "Real Estate Syndicator's Shift", Profile of Arthur J. Halleran, Chairman, Winthrop Financial, The New York Times, June 25, 1987 "How the White House Lost Its Big Bank Battle", The New York Times, July 12, 1987 "Pru Sells Joint Ventures to Boost Real Estate Portfolio", U.S. Real Estate Week, July 6, 1987 "Loose Lending: Texas Savings and Loan Disasters are blamed, in part, on Freewheeling Style", Wall Street Journal, July 13, 1987 "A chat with Michael Milken" Forbes, July 3, 1987 "Troubled Real Estate: The Federal Government's Solution", James D. Noteware, The Journal of Real Estate Development, Spring.1987 "The Wright Man to See", Newsweek, June 29, 1987 "Malpractise in Real Estate", Forbes, June 29, 1985 LECTURES AND SEMINARS "Financing Real Estate Under Tax Reform", seminar conducted at Center for Real Estate Development, Massachusetts Institute of Technology, by Robert Nessen, Attorney, Fine and Ambrogne, Boston, Mass. "Real Estate Market Outlook", John McMahan, McMahan Associates, San Francisco, California, Lecture at Center for Real Estate Development, M.I.T., Fall, 1987 "Market Analysis for Real Estate (Lecture Notes)", graduate level course offered by Professor William Wheaton, Center for Real Estate Development, M.I.T. PAGE 76 "Structuring Complex Real Estate Transactions (Lecture Notes)", graduate level course offered by Professor Lawrence S. Bacow, Center for Real Estate Development, M.I.T. "Structuring Complex Real Estate Transactions", Arthur J. Halleran, Chairman, Winthrop Financial Associates, Lecture Series delivered at Center for Real Estate Development, M.I.T. TEXTS "The Workout Game: Managing Non-Performing Real Estate Assets", Stuart M. Bloch, Esq., Executive Enterprises Publications Co., New York. PAGE 77 BIOGRAPHICAL NOTE (Dean) Sperantsas, attended Georgetown The author, Costas D.C., graduating with honors in Washington, in University Upon graduation, he was Finance and Economics in 1982. employed by the New York investment banking firm of Morgan Stanley & Co., in the real estate division. He later was engaged in multifamily and industrial development in Florida. He has published articles on real estate topics in English and Greek. The author intends to devote time, as out distressed properties. PAGE 78 principal, to working