Real Estate Fundamentals Course Objectives Identify differences and similarities between commercial real estate loan types Interpret key underwriting parameters for commercial real estate lending Compare equity lending and cash flow lending Analyze multiple commercial real estate borrowing scenarios Calculate lending ratios and appropriate loan amounts Explain the timeline and end-toend process of a commercial real estate transaction Corporate Finance Institute® Terms & Definitions Loan to Value (LTV) Net Operating Income (NOI) Capitalization Rate (Cap Rate) Corporate Finance Institute® What the loan amount will be, expressed as a percentage of the total asset value. LTV may represent the loan amount relative to the purchase price, the appraised value, or to some other calculated asset value. Gross rental income less operating expenses; used to compare profitability of rental properties. NOI Market Value of the Property Expressed as a percentage (e.g., 4.5%) Terms & Definitions Amortization Period Term Corporate Finance Institute® The number of months or years over which the principal repayments of a loan are spread; the total length of time it will take to pay off the mortgage. The length of time that the interest rate is agreed to. Commercial Real Estate Real Estate Definition Real Property Estate Derived from “realty” – refers to the land and immovable items permanently affixed to that land, like buildings. Property that is not land or permanent land fixtures is considered personal property (e.g., vehicles, stocks, bonds, patents). Represents “all things which are owned by a person.” Corporate Finance Institute® Real Estate Definition Real Property Estate Commercial real estate is real property owned for the purpose of conducting some commercial activity. Corporate Finance Institute® Real Estate Definition Real estate is a market. The market is made at the point of equilibrium between the supply and demand for space. Real Estate Equity Asset Classes Corporate Finance Institute® Fixed Income Real Estate Definition Real estate is a market. The market is made at the point of equilibrium between the supply and demand for space. Real Estate Corporate Finance Institute® Mutual Funds ETFs REITs Properties Property Types Property types can be separated into two broad categories − residential and non-residential. Non-Residential Residential Single Family Personal Lending Multifamily Commercial Financing Retail Office Special Use Industrial Land Commercial Lending Structures Both considered residential if people live in them. Corporate Finance Institute® These properties have a clear commercial purpose, supported by appropriate zoning. Multifamily Properties Multifamily properties are residential sites. Condominium Corporate Finance Institute® Multifamily Multifamily Properties Multifamily properties generally fall into two categories – high rise and low rise. Corporate Finance Institute® Amenities Min. # Units Many Floors Fewer Units Large Towers Smaller High Rise Low Rise Multifamily Properties Multifamily structures have unique characteristics that other commercial properties do not. Advantages of multifamily structures: • Residential tenancy is less levered to economic cycles – steady demand during contractions and recessions. • With government-backed residential mortgage insurance, multifamily owners can secure loan insurance, which can sometimes support higher LTV or lower interest rates. Corporate Finance Institute® Multifamily Properties Multifamily structures have unique characteristics that other commercial properties do not. Disadvantages of multifamily structures: • Residential leases only last 12 months, converting to month-to-month arrangements after the initial term • Constant turnover with varying tenant start and end dates • Lack of pricing power due to tenant protections stopping landlords from raising rents more than a maximum per year Corporate Finance Institute® Retail Properties Retail properties are commonly known as places where the tenant’s customers enter in order to conduct a transaction. Goods or services are exchanged for payment on-site in real time. Corporate Finance Institute® Retail Properties Retail properties are commonly known as places where the tenant’s customers enter in order to conduct a transaction. Goods or services are exchanged for payment on-site in real time. Tenants can be independent retailers or multi-site businesses • Larger tenants are better from the lender’s perspective • Large chains tend to vet prospective sites and franchisees for management acumen and financial strength • Sometimes, national franchisors provide corporate guarantees on behalf of their tenants Corporate Finance Institute® Retail Properties Anchor Tenant Owner and landlord has negotiating leverage Lender is more comfortable extending credit due to foot traffic Plaza Corporate Finance Institute® Office Properties Office properties serve the needs of a variety of white-collar industries. Corporate Finance Institute® Office Properties Office properties serve the needs of a variety of white-collar industries. Office Sites Corporate Finance Institute® 01 Low customization 02 Includes specialty sites 03 Tend to cluster Industrial Properties Industrial properties fall into two categories – heavy industrial or light industrial. Heavy Industrial Light Industrial Large Standalone Sites Less Customization Significant Customization Usually warehouse facilities clustered in industrial parks Heavy Manufacturing Features Usually Single Tenant Corporate Finance Institute® Designed for businesses to have customers on site for transactions Industrial Properties Industrial properties fall into two categories – heavy industrial or light industrial. If the tenant goes out of business… Heavy Industrial Unlikely to find a new tenant that requires the same specifications Large Standalone Sites Significant Customization Many costly modifications required Heavy Manufacturing Features Usually Single Tenant Corporate Finance Institute® Thus, light industrial properties are more desirable as collateral. Special Use Properties The special use classification serves as a broad umbrella for an array of property types that don’t fit into another category. Golf Course Hotel Hospital Student Housing Each of these has a very specific use that would require considerable customization. The risk for a lender that finances a special use property is that it is hard to get a new tenant into the facility in the case of defaults without significant modifications. Corporate Finance Institute® Special Use Properties The special use classification serves as a broad umbrella for an array of property types that don’t fit into another category. Restaurants Bars Night Clubs These are considered special use because of structural customization but also because they are closely linked to economic cycles. • When business is bad for one restaurant or bar, it is bad for all of them • When a tenant is most needed, that is when there are none From a lending perspective, special use properties usually have lower loan-to-values (LTV) and shorter amortizations. Corporate Finance Institute® Bare Land Bare land does not usually have a tenant or generate cash flow. Serviced Land Access to the power grid, water, and sewer systems Land loan requests are usually made alongside construction project financing Corporate Finance Institute® Unserviced Land No access to the power grid, water, and sewer systems Commercial Real Estate Structure Reasons to Own Commercial Real Estate Most businesses require a physical location to operate. Some make the strategic decision to own their facility. A variety of factors go into the decision of whether to rent or own. Location Proximity to Customers Proximity to Workforce Market Rents vs. Property Prices Facility Size Customization If a business owns the facility in which it operates, it is called owner-occupied commercial real estate. Corporate Finance Institute® Reasons to Own Commercial Real Estate – Owner-Occupied Example John Johnson owns an accounting firm that has been at the same location for 6 years. His landlord approaches him saying he is looking to sell the building. • 20 employees; no plans for growth John should buy the building. • Most staff within 15-minute commute • Has capital to use as a down payment • Most customers local; enjoy on-site parking • Monthly loan payment & occupancy costs would be the same as the current rent Should John buy this building? Corporate Finance Institute® • Location is good • Costs would be about the same • His firm would have location security for the rest of its existence Reasons to Own Commercial Real Estate – Investment Example Dave Davidson just sold his business and is retired. He has a lump of cash that he is looking to put into something that will generate monthly income. • Dave does not like the stock market or wild price swings. • Bond yields are low; borrowing costs are low. • There is a light industrial warehouse in an adjacent community with a reasonable valuation • The tenant – a reputable local company – just re-signed a 10-year lease Corporate Finance Institute® Should Dave buy this building? Dave should at least entertain conducting more due diligence around the property. Reasons to Own Commercial Real Estate – Investment This is an example of a second kind of commercial real estate owner – the investor. Investors, like Dave, want access to the monthly cash flow dictated in the terms of the lease. • Stable and predictable cash flows • Cash principal will not fluctuate daily like a stock portfolio • Value is protected by the underlying asset (building) Investors can be individuals as well as institutional investors. REIT Corporate Finance Institute® Life Insurance Companies Pension Funds Reasons to Own Commercial Real Estate – Summary There are many reasons why investors seek to own real estate. 1 Great store of value that does not fluctuate daily 4 Corporate Finance Institute® 2 Good protection against inflation Allows businesses to reallocate rent costs into equity 5 3 Allows access to high levels of leverage Generates cash flow Commercial Real Estate Structure The underwriting and analysis parameters for owner-occupied and income-producing properties vary, but there are several similarities when analyzing creditworthiness for real estate lending. Value Appraisal For property acquisitions, this is the agreed upon purchase price. Real estate lending transactions will always be accompanied by an appraisal. Can also be determined using valuation methods. Prepared by an independent, verified, and accredited third party. There may be strategic reasons to pay more than the appraised value. Expressly stipulated as having been prepared for the purposes of financing. Corporate Finance Institute® Commercial Real Estate Structure The underwriting and analysis parameters for owner-occupied and income-producing properties vary, but there are several similarities when analyzing creditworthiness for real estate lending. Collateral Mortgage Environmental Analysis Lender will register to cover the full amount of loan exposure. Conducted by an independent and approved third party. Borrower is pledging the property and building as collateral for the loan. Looks at the historical property uses, and red flags determine the level of due diligence required. Loans backstopped by real estate have the most favorable terms. Corporate Finance Institute® Commercial Real Estate Structure The underwriting and analysis parameters for owner-occupied and income-producing properties vary, but there are several similarities when analyzing creditworthiness for real estate lending. Corporate Finance Institute® Purchase & Sale Agreement A purchase and sale agreement is an important part of the loan due diligence process that details the terms of the transaction. Initiates the transaction and defines the property using both civic and legal addresses Corporate Finance Institute® Purchase & Sale Agreement A purchase and sale agreement is an important part of the loan due diligence process that details the terms of the transaction. Serves as a roadmap for the transaction and anticipated timeline Corporate Finance Institute® Purchase & Sale Agreement A purchase and sale agreement is an important part of the loan due diligence process that details the terms of the transaction. Legally specifies each stakeholders’ obligations and rights Corporate Finance Institute® Purchase & Sale Agreement A purchase and sale agreement is an important part of the loan due diligence process that details the terms of the transaction. Conditions that the deal must follow – “subject to” conditions (clauses or provisions) Corporate Finance Institute® Purchase & Sale Agreement A purchase and sale agreement is an important part of the loan due diligence process that details the terms of the transaction. Agreed upon purchase price and any deposits that are outlined Corporate Finance Institute® Purchase & Sale Agreement The first draft of the agreement is prepared by the seller’s legal counsel, then sent to the buyer for review. Negotiations continue until parties can agree on each point or provision – such as: 1 Description of the property & any improvements that will remain affixed 4 Corporate Finance Institute® 2 Inspections, survey results, and title review Assignments – leases and contract rights specific to the property 5 3 Broker Involvement Adjustments to the purchase price at closing Types of Commercial Real Estate Loans There are four types of commercial real estate loans, each with unique characteristics. Owner-Occupied Commercial Mortgage Loan to finance a commercial property where the owner uses it to run their business. Corporate Finance Institute® Income-Producing Commercial Mortgage Loan to finance or refinance properties with tenants that are arms’ length from the property owner. Cash flow is rent. Types of Commercial Real Estate Loans There are four types of commercial real estate loans, each with unique characteristics. Construction Loan Loan for the purpose of financing the construction of a building. Frequently advanced in segments (“draws”). Typically interest only. Corporate Finance Institute® Types of Commercial Real Estate Loans There are four types of commercial real estate loans, each with unique characteristics. Construction Loan End purpose is known and can determine the terms and structure of the loan. Repayment happens at one time, called a “take-out.” Corporate Finance Institute® Bridge Loan Considered higher risk and is compensated with higher rates and fees. In some instances, lenders may seek an equity stake. These loans are temporary in nature and are used when traditional financing is not available. Site Visit Regardless of the type of loan, an integral component of any lender’s due diligence process is the site visit. A real estate loan should not be considered without seeing and inspecting the physical site. Third-Party Experts Credit Analyst Commercial Appraisers Physical Site Visit Environmental Consultants Corporate Finance Institute® Site Visit Site Confirmation Site Risk Screening Activity Inspection Does the location exist? Understand issues that may reduce the collateral value Is the company conducting business safely & ethically? Environmental Concerns Waste, discharge, etc. Will anything prevent the business from continuing as a going-concern? Do the addresses match documentation? Does the site look as described? Are there active operations? Are there actual tenants? Corporate Finance Institute® Building-Specific Risks Deferred maintenance, Exposed wires, fall hazards, building access, etc. Are tenant’s occupying the site safely? Is there anything illegal going on? Site Visit Ensure your own safety when on site. Wear personal protective equipment like a helmet, proper footwear, masks, googles, or anything else that will protect you. Ask questions, probe deeper if something does not seem right. Ask questions directly of the property owner or manager, even of third-party providers. Corporate Finance Institute® Commercial Real Estate Analysis Analyzing an Owner-Occupied Transaction When a company is going to run their own business on the site or in the building, lenders need to underwrite the property loan to the strength of the operating company itself. Debt Service EBITDA + Rent Annual Interest + Principal Obligations 1 2 3 4 Appraisal Environmental Report Registered Mortgage Lending Policies and Requirements Corporate Finance Institute® Analyzing an Income-Producing Transaction When analyzing a lending opportunity for an income-producing investment property, the financials are for property-specific rental income and expenses. Lease Terms Rental Income Reporting requirements include copies of the leases and rent roll in the diligence package. Expenses can vary between each property owner. It is important for lenders to make appropriate adjustments to understand what normalized cash flows look like on an annual basis. Corporate Finance Institute® Underwriting Parameters – Environmental Considerations Environmental considerations around a property are paramount. If contaminants from a previous occupant go undetected at purchase but are later discovered, several issues may arise. ! Tenants may legally cease operations, drying up cash flow to service the mortgage. ! Tenants may bring litigation against the property owner and/or the lender. If the property owner (borrower) defaults, the lender would be left with a site that cannot be sold without considerable and costly cleanup. Environmental issues are typically binary. If they exist, most financial institutions won’t do the deal. Some higher risk private lenders may still finance the transaction using a bridge facility, with terms that encourage the immediate remediation and refinance under less restrictive terms. Corporate Finance Institute® Underwriting Parameters – Environmental Considerations Category Environmental Corporate Finance Institute® Criteria/Relevance Legal enforceability of collateral; future salability of the property Influence on Transaction Deal or no deal Underwriting Parameters – Property Type The type of property can have a material impact on a real estate transaction. Office & Light Industrial Special Use Easy to market & secure tenants Limited tenant base due to customization Mitigates some risk, higher LTV, and longer amortizations Downward adjustment to LTV or amortization period Bare land has the strictest terms and structures. It does not generate cash flow so debt servicing must come from other sources. Bare land is usually included as part of a broader transaction request. Corporate Finance Institute® Underwriting Parameters – Property Type Category Criteria/Relevance Influence on Transaction Environmental Legal enforceability of collateral; future salability of the property Deal or no deal Property Type Ability to substitute tenants; degree of customization Adjustment to maximum LTV or amortization period Corporate Finance Institute® Underwriting Parameters – Tenant Quality The borrower’s tenants are the source of cash flow for loan repayment. Thus, financial institutions prefer good, reputable tenants. Anchor Tenant Franchise Guarantee Size and Stability of Firm Lenders make an upward adjustment to the interest term for a government-tenanted office site. Conversely, they may make an upward adjustment in vacancy allowance for smaller businesses. This leads to downward adjustments to loan amounts or LTVs. In some cases, a specific tenant can be enough for a lender to walk away from the transaction altogether. Corporate Finance Institute® Underwriting Parameters – Tenant Quality Category Criteria/Relevance Influence on Transaction Environmental Legal enforceability of collateral; future salability of the property Deal or no deal Property Type Ability to substitute tenants; degree of customization Adjustment to maximum LTV or amortization period Tenant Quality Anchor tenant? Franchise guarantee? Size and stability of the firm? Adjustment to interest term. Deal or no deal. Vacancy adjustments +/- Corporate Finance Institute® Underwriting Parameters – Lease Maturity The lease maturity profile is the average duration of current leases across all units within the property being financed. Tenant leases expiring in (months) 01. 12 12 12 12 12 Higher Risk 02. 12 24 36 48 60 Lower Risk In the first example, a lender would not likely extend an interest term beyond 12 months. However, in the second example…. 12 + 24 + 36 + 48 + 60 5 Corporate Finance Institute® = 36-Month Interest Term Underwriting Parameters – Lease Maturity Category Criteria/Relevance Influence on Transaction Environmental Legal enforceability of collateral; future salability of the property Deal or no deal Property Type Ability to substitute tenants; degree of customization Adjustment to maximum LTV or amortization period Tenant Quality Anchor tenant? Franchise guarantee? Size and stability of the firm? Adjustment to interest term. Deal or no deal. Vacancy adjustments +/- Lease Maturity Expiry of current leases; anticipated turnover. Are expiries staggered? Adjustment to interest term Corporate Finance Institute® Underwriting Parameters – Building Condition The condition of the building is a factor in a lending decision. The age of the building is outlined in the appraisal. Sometimes, lenders have policies that require additional due diligence on buildings that are older. A key metric in lending decisions is the estimated useful economic life of the structure. A much older building may also require lenders to set aside a larger repairs and maintenance reserve when calculating normalized net operating income. Corporate Finance Institute® Underwriting Parameters – Building Condition Category Criteria/Relevance Influence on Transaction Environmental Legal enforceability of collateral; future salability of the property Deal or no deal Property Type Ability to substitute tenants; degree of customization Adjustment to maximum LTV or amortization period Tenant Quality Anchor tenant? Franchise guarantee? Size and stability of the firm? Adjustment to interest term. Deal or no deal. Vacancy adjustments +/- Lease Maturity Expiry of current leases; anticipated turnover. Are expiries staggered? Adjustment to interest term Building Condition Will the building require significant updating? Useful economic life? Adjustment to maximum LTV or amortization period Corporate Finance Institute® Underwriting Parameters – Location Location can play a large role in determining a sensible loan amount. Urban centers have more people, businesses, and prospective tenants. Higher premiums are due to closer proximity to businesses and transit. Class A Highly desirable, prime locations, and built recently Corporate Finance Institute® Class B Older buildings requiring updates and areas with zoning changes In rural areas, if a unit becomes unexpectedly vacant, it is often harder to find a tenant. This disrupts cash flows. Class C Need significant work and are far from the central business district Adj. for rural/non-prime areas: Vacancy Allowances…. Min. Debt Service Req.…. Loan to Value (LTV)… Underwriting Parameters – Location Category Criteria/Relevance Influence on Transaction Environmental Legal enforceability of collateral; future salability of the property Deal or no deal Property Type Ability to substitute tenants; degree of customization Adjustment to maximum LTV or amortization period Tenant Quality Anchor tenant? Franchise guarantee? Size and stability of the firm? Adjustment to interest term. Deal or no deal. Vacancy adjustments +/- Lease Maturity Expiry of current leases; anticipated turnover. Are expiries staggered? Adjustment to interest term Building Condition Will the building require significant updating? Useful economic life? Adjustment to maximum LTV or amortization period Location Urban vs. rural. “A”, “B”, or “C” class property? Adjustment to minimum DSC, LTV, or vacancy allowance Corporate Finance Institute® Underwriting Parameters – Cash Flow Bare land does not produce cash flow, so it is higher risk from a lender’s perspective. There are often more restrictive structures on properties with no cash flows or uncertain cash flows. Shorter Amortization Shorter Interest Terms Smaller Maximum LTV Proposed structures also depend on whether the lender is a cash flow lender or an equity lender. Corporate Finance Institute® Underwriting Parameters – Cash Flow Category Criteria/Relevance Influence on Transaction Environmental Legal enforceability of collateral; future salability of the property Deal or no deal Property Type Ability to substitute tenants; degree of customization Adjustment to maximum LTV or amortization period Tenant Quality Anchor tenant? Franchise guarantee? Size and stability of the firm? Adjustment to interest term. Deal or no deal. Vacancy adjustments +/- Lease Maturity Expiry of current leases; anticipated turnover. Are expiries staggered? Adjustment to interest term Building Condition Will the building require significant updating? Useful economic life? Adjustment to maximum LTV or amortization period Location Urban vs. rural. “A”, “B”, or “C” class property? Adjustment to minimum DSC, LTV, or vacancy allowance Cash Flow Is there cash flow? Where will it come from? Determined by lease terms; limited ability to increase. Stability? Adjustment to maximum loan amount, LTV, or amortization period Corporate Finance Institute® Commercial Real Estate Process Commercial Real Estate Process & Timeline Tenants Building Condition Cap Rate Location Preliminary Analysis Bldg. Condition Report Appraisal Enviro. Report Copies of Leases Due Diligence Remove “Subjects” “Subject to” Conditions Subject Removal 30–45 days 7–10 days 45–90 days Property Search Negotiation Purchase Price Due Diligence Period Timeline to Closing Corporate Finance Institute® Closing Financing Approval Legal Diligence & Documentation Legal Counsel Loan Agreements Registering Security Transferring Funds Loan Advance & Security Registration Vendor Wishes to sell Calls agent Orders environmental report Corporate Finance Institute® Negotiates terms & price Purchaser (Borrower) Requests commitment letter & appraisal Puts deposit down Makes “subject to” conditions Lender Commissions appraisal Starts due diligence Loan Advance & Security Registration Once satisfied Vendor Purchaser (Borrower) Remove “subjects” 45 days to close Corporate Finance Institute® Commitment letter & financing approval Lender Loan Advance & Security Registration Vendor Purchaser (Borrower) Lender Loan & security agreements Vendor’s Counsel Corporate Finance Institute® Purchaser’s Counsel Lender’s Counsel Loan Advance & Security Registration Vendor Purchaser (Borrower) Lender Reviews & executes Vendor’s Counsel Corporate Finance Institute® Purchaser’s Counsel Loan & security documents Lender’s Counsel Loan Advance & Security Registration Vendor Purchaser (Borrower) Lender Vendor’s Counsel Purchaser’s Counsel Lender’s Counsel Corporate Finance Institute® Loan Advance & Security Registration Vendor Vendor’s Counsel Discharge existing registrations Purchaser (Borrower) Lender Purchaser’s Counsel Lender’s Counsel Register mortgage Corporate Finance Institute® Loan Advance & Security Registration Vendor Purchaser (Borrower) Lender Vendor’s Counsel Purchaser’s Counsel Lender’s Counsel Corporate Finance Institute® Loan Advance & Security Registration Vendor Purchaser (Borrower) Lender Vendor’s Counsel Purchaser’s Counsel Lender’s Counsel Corporate Finance Institute® Conclusion Conclusion Looked at the differences and similarities between commercial real estate loan types Explored the end-to-end process of a commercial real estate transaction and the timeline to completion Corporate Finance Institute® Examined underwriting criteria for different commercial mortgages Compared equity lending and cash flow lending and analyzed borrowing scenarios