While the commercial real estate trade publications and the industry commentariat are rightly focused on the recovery of the capital markets, the efforts of borrowers to restructure their obligations continues. It's important to understand the history of a property and its financing, both to identify new opportunities and understand existing ones. A restructuring lays a new groundwork for the future investment profile of a property. I thought it would be interesting to highlight a few of the common structures that borrowers and lenders have utilized in the current market environment:
1) A Note - B Note: As banks and other lenders clean up their balance sheets, one tactic is to sell loans that are highly liquid, specifically loans with conservative LTV ratios and good cash-flow support. Splitting existing loans into “good loans” and “hope certificates” is one way to achieve this. Borrowers with over-levered properties will often make an additional equity infusion in exchange for a two-note structure. The existing loan is "right-sized" to a lower LTV and manageable coverage ratios and debt yield. The new equity investment is typically meant to cover additional cash needs at the asset for leasing, etc. and sits behind the A loan and ahead of the B loan in terms of priority. The B loan is usually subordinate to some preferred return on the new equity infusion but remains senior to the original equity.
2) Increasing the interest rate in exchange for additional term/other modification: At the height of the financial crisis many properties that were able to service their debt (due to extraordinarily low rate environment and a prevalence of IO loans) ran up against a frozen re-financing market. One common modification was the borrower accepting a higher rate in exchange for a term extension. This structure only was effective for properties that weren't over-levered and had solid supporting cash flow.
3) Debt for equity swap: Many borrowers refinanced to take profits as property values increased, leaving assets with unsustainable debt burdens. Lenders, who in stronger markets would repossess a property or sell the debt, were forced into a position where they would effectively take economic control of an asset swapping debt for equity and leaving the borrower with a "hope-certificate" along with, in some cases, a management role and the associated fee stream.
4) Write-down/Pay-down: The borrower pays down principal in exchange for additional principal forgiveness and extended term. This scenario clearly requires there to be some existing equity remaining to justify additional capital infusion on behalf of the borrower.
5) Cash flow mortgage: The lender sweeps the cash flows from the property to pay debt service. This structure is used in cases where the cash-flow from the property does not cover existing debt service.
6) Discounted Pay-off: In cases where the lender is willing to sell the loan at a deep discount, the borrower may benefit from buying the loan outright. This scenario has not played out as often as initially thought in this downturn as banks have been hesitant to blow out positions at the market bottom and have instead preferred to wait for at least a marginal recovery in pricing.