By Larry N. Murnane, Esq. 2009 ©.

Increasing vacancies, decreasing rents, negative cash flows, rising cap rates, imprecise valuations, severely constrained financing, and personal guaranties will continue to put severe pressure on over-leveraged commercial real estate owners during the next few years. As the wave of commercial property loan defaults begins to crest, borrowers should be armed and prepared with practical strategies and solutions for dealing with their under-performing properties and maturing loans.

Foresight Analytics recently estimated about two-thirds of the $800 billion in CRE loans held by banks, maturing in the next 5 years, exceed the value of the property. U.S. bank regulators increasingly complain losses on souring commercial real estate (“CRE”) loans pose the biggest risk to lenders. “The most prominent area of risk for rising credit losses at FDIC-insured institutions during the next several quarters is in CRE lending,” FDIC Chairman Sheila Bair recently said. “Prudent loan workouts are often in the best interest of financial institutions and borrowers.”

Consequently, regulators have recently issued new guidelines to help the institutions modify loan agreements. On September 16, 2009, the IRS issued eagerly anticipated guidance of significant help to borrowers with conduit financing (securitized loans). This guidance will allow some commercial mortgage loans held by Real Estate Mortgage Investment Conduits (“REMICS”) to be modified prior to default, without triggering adverse tax consequences to the holder. According to Foresight Analytics, the flexibility recently extended by regulators will apply to about $110 billion to $130 billion of the $800 billion in underwater loans.

Lenders and loan servicers will almost certainly become increasingly overwhelmed and inundated with troubled loans in 2010. Borrowers with distressed properties must prepare themselves to understand and compare all of their options, and then take a proactive and timely approach to alleviating their financial distress.

Maturing Loans

In a maturing loan situation, when no other financing seems to be available, it may be possible to simply extend the existing loan for a fee (usually ½ to 1 point), in order to buy up to 2 years. Under these circumstances, a borrower would be well advised to approach its lender, approximately 4-6 months before the loan matures, with evidence of the borrower’s unsuccessful refinance efforts and a specific proposal for the extension. As part of the proposed extension, the borrower might also request other modifications such as an interest rate reduction, if appropriate.

Good Money After Bad

In a distressed property situation, a borrower should first carefully consider whether it makes economic sense to even try to save the property. Throwing good money after bad makes no sense. In making this determination, the borrower must formulate realistic projections about the net operating income, cash flow and cap rate over the next 1-3 years, and consider the opportunity cost of nursing an ailing property back to health instead of investing the resources into something more stable and profitable. Tax ramifications should also be carefully considered. Perhaps some equity and profit can still be preserved by a normal sale. However, if the borrower has no remaining equity, and his or her projections show little prospect for a timely recovery, then a short sale or deed in lieu of foreclosure might make more economic sense. Both of these options require the lender’s cooperation, and both may have significant tax and legal consequences, including with respect to previous tax-deferred exchanges and any forgiveness of recourse debt.

Salvaging the Investment by Loan Modification

In situations where it simply does not make economic sense for the borrower to feed a debt service shortfall, but the investment could probably be salvaged with some temporary relief from a negative cash flow, a loan modification might be the best solution. Such modifications might include an interest rate reduction, amortization schedule adjustment and, in rare cases, a forbearance or principal reduction. Several factors can influence the loan modification process. For example, a commercial bank will generally have more flexibility than a special servicer for a commercial mortgage-backed security (“CMBS”), especially with regard to principal reduction. The lender’s willingness to modify may also depend on the story of how the property has changed, and whether the proposed modification will fix the problem causing the distress. Certain strategies will also enhance the borrower’s ability to achieve a desired loan modification. The borrower should approach the lender early, before feeding the property for several months, and before going into default. Though not a necessity, it sometimes takes a monetary default for a CMBS loan to get transferred from a general servicer to a special servicer with authority to modify. Lenders and loan servicers have their hands full now and, therefore, the borrower should make its case easily comprehensible and thorough by including an historical and pro-forma cash flow model, credible and fresh market research, and a detailed strategy for emerging from the distress situation. The borrower must recognize that the lender/servicer desires a sound borrower who contributes to the modification and who will not default in the future. In general, the borrower will benefit by presenting multiple modification options. CMBS loan servicers may also require an illustration of the net present value of various modification options.

Problem Illustration

The following example illustrates some typical differences in commercial underwriting criteria and economics for the same property in 2007 and 2009:

		2007 Origination Underwriting	2009 Refinance Underwriting
Valuation/Price		$10,000,000	$4,533,333
Cap Rate		6.0%	9.0%
NOI		$600,000	$408,000
LTV		80%	65%
Loan Amount		$8,000,000	$2,946,667
Required Equity		$2,000,000	$5,053,333 more
Amortization		Interest-only 2 years of 30	25 years
10 Yr Treasury		4.70%	2.85%
Credit Spread		45	500
Swap Spread		50	25
Total Interest Rate		5.65%	8.10%
Debt Service		$545,455	$275,261
DCR		1.10	1.30

 

In addition to more stringent underwriting criteria shown in the 2009 refinance column, the NOI in this example decreased after the loan origination in 2007, due to increased vacancy rates, rent reductions, and expenses. Assuming the vacancy rate is now 15% instead of 5%, and rents are now 20% less than they were in 2007, then the NOI might approximate $408,000 instead of $600,000, and the property might easily have gone from having a good positive cash flow to a distressing negative cash flow. Using today’s cap rate of 9%, the property value has plummeted from $10,000,000 to $4,533,333, as shown in the 2009 column, such that all equity has been lost, and refinancing has become economically infeasible due to the current equity shortfall of $5,053,333. In this situation, the borrower might consider multiple concurrent strategies, including a short sale or deed in lieu of foreclosure (with a release of any guarantor), and a loan modification. The loan modification might include re-amortization over a longer period, with a reduction in the interest rate, and an elimination of principal reduction for a period of time sufficient to allow the property owner an opportunity to fill vacancies and improve rental income. In appropriate situations, the loan modification might even include a discount of the principal balance on the note as a means of incentivizing the owner to continue operating the property at least until it returns to stabilization.

Importance of Consultants

The importance of knowledgeable and experienced consultants to guide the borrower and guarantors through the process of a distressed loan workout cannot be overstated. Borrowers will need to perform objective and sophisticated economic analyses and feasibility studies, income and expense projections, and property valuations. Terms and agreements will need to be negotiated with lenders and servicers. Transactions must be carefully documented for legal and tax purposes. Additionally, even a capable borrower would do well to employ a third party consultant to act as his or her negotiator and intermediary, and to provide emotionally and financially detached objectivity and advice. In a typical workout situation, the borrower will need a team of professionals which include a CRE lawyer, tax advisor, possibly a broker to provide a Broker Price Opinion to the lender and/or to market the property, and an economic/financial consultant to assist with preparing income and expense projections, forecasts and feasibility analyses. In some less common situations, other consultants may be beneficial, including bankruptcy counsel and litigation counsel.

Planning and Preparation

Strategic planning and preparation will greatly enhance a borrower’s chances of preserving invested capital, minimizing economic losses, and weathering the CRE storm. Borrowers and guarantors should carefully consider all of their options, and the consequences of each, with the assistance of qualified consultants. Then, if the workout strategy includes a potential loan modification, the borrower should present the lender or servicer with an historical and pro-forma cash flow model, credible market research, and a detailed strategy for emerging from the distress situation.

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* Larry Murnane is a principal in the law firm of Peterson & Price, A.P.C., in San Diego, California, emphasizing commercial real estate transactions, including CRE loan modifications and extensions. He is also the founder of Regal Properties, a Commercial Real Estate Investment Brokerage Company licensed by the California Department of Real Estate, which works with a team of experienced consultants handling a variety of CRE loan workouts.This article is for general informational purposes only, and should not be considered legal, tax, business or investment advice for any particular person or matter. Each situation is unique in some respect, and the law as well as the real estate and financial markets and institutions are constantly changing, such that this article or the information in it may not apply to a particular situation, or may no longer be current and accurate.

By Larry N. Murnane, Esq. 2009 ©.

A Title Holding Trust (“THT”), sometimes referred to as a land trust, holding trust or blind trust, can be a simple and inexpensive method for taking and holding title to California real estate or personal property, confidentially and privately.

A THT can be established by an individual, partnership, trust, limited liability company or corporation. The person or entity that sets-up the THT, the Trustor, enters into a standardized THT Agreement with the Trustee he or she appoints, typically a fiduciary services company. The Trustee then designates one or more Beneficiaries (usually the Trustor) and Successor Beneficiaries (usually the Trustor’s children) of the THT, under the terms of the THT Agreement. The Trustee has no authority to act without specific written authorization and direction from the Beneficiary of the trust. The Beneficiary owns the THT, and retains all ownership rights and complete control over the property, including the power of direction over the trust. The Trustee executes grant deeds, promissory notes, deeds of trust, leases and otherwise manages the property held in the trust, only upon specific written authorization and direction from the Beneficiary of the trust. The trust may be modified, updated or terminated, and additional California real estate or personal property can be added to the trust, at anytime.

The Trustee holds title to the property under its name, in its fiduciary capacity, as Trustee of the trust. Public records, including the County Recorder’s, County Assessor’s and County Tax Collector’s public files and records, reflect the legal title and ownership of the real estate or personal property in the name of the Trustee, “as Trustee for Trust No. 12345.” The Beneficiary is not identified on any public record, and the Beneficiary's information is not disclosed to any party unless authorized by the Beneficiary, the trust agreement, or required by law or court order.

When title to real estate is held in a THT, courts have held that the beneficial interest in the trust is personal property. This beneficial interest includes the right to receive any income and any proceeds from the sale or mortgage of the property. The Beneficiary reserves the right to occupy or otherwise possess and use the real estate. However, as personal property, the beneficial interest in the trust can be easily assigned to another party without the need to prepare, sign, notarize and record a grant deed.

Reasons a THT may be desirable for acquiring, holding and disposing of real estate or personal property include:

1. Anonymity and privacy of ownership;

2. Succession of ownership and avoidance of probate for California residents;

3. Partial distribution of property by assignment of Beneficiary interest, without the necessity of recording a deed;

4. Protection against liens or judgments being enforced against the property, or clouds on title, caused by one investor’s death, divorce, bankruptcy, and debts;

5. Protection against a partition action by one of the investors to force a sale of the property;

6. Convenience of conveyance or refinancing, by requiring only the Trustee’s signature, rather than that of multiple owners;

7. Assignments of beneficial interests in a THT without requirement of any 1099-S reporting, as a transfer of a personal property interest and not a real property interest;

8. No requirement for a registered agent for service of process, unlike for a corporation or limited liability company;

9. As a fully revocable grantor trust, the THT is a pass-thru and disregarded entity, so no separate tax returns or other filings are required;

10. The assignment of a beneficial interest in the THT is considered a valid conveyance of title for income tax purposes, which qualifies for tax-deferred exchange treatment under Section 1031 of the Internal Revenue Code;

11. The Trustee has no personal liability as Trustee of the THT;

12. THTs are generally more cost-effective compared to other forms of real estate ownership, with no annual filing fees, tax return preparation fees, minimum annual taxes, Secretary of State filing fees and registered agent costs – requiring only the annual Trustee fee;

13. The Trustee of the THT remains the insured party before and after any transfer of beneficial interests, obviating the need for costly title insurance endorsements with respect to transfers of beneficial interests;

14. Real estate investors can acquire real property without tipping off sellers or competitors. (Walt Disney acquired all of the land for Disney World in Florida through a THT, so no one could take advantage by inflating prices); and

15. The beneficiary's interest in a THT can be used as collateral for bank loans without the additional need and expense of obtaining a mortgage, even if a mortgage already exists.

It should be noted that, although THTs provide many benefits to real estate investors and property owners, they will not serve to circumvent income and property taxes otherwise payable. Nor will they circumvent a due-on-sale clause contained in a promissory note secured by the property, if 100% of the beneficial interest is transferred.

Though a THT can be established at any time, in order to take maximum advantage of the confidentiality and privacy benefits of the THT, the trust should take title to the real estate or personal property when it is first acquired, so the Beneficiary never appears on any public record tied to the property.

By Larry N. Murnane, Esq. 2009 ©.

This article will provide a general summary of real property foreclosure procedures, timelines and strategies for borrowers and lenders in California.

As a precursor, it helps to understand that the creditor typically has a promissory note evidencing the loan or mortgage, which is secured by a recorded deed of trust. The deed of trust identifies the trustor, trustee and beneficiary, as well as the property securing the note. The trustor is the debtor, and the beneficiary is the lender. The trustee is a neutral third party instructed to cancel the note and reconvey the deed of trust upon payment of the obligation, or to foreclose on the property in the event of a default on payment of the note. Trustees will almost always require the original note to do either.

The beneficiary/lender holding a deed of trust may generally foreclose by two different methods in California: (1) judicial foreclosure, and (2) non-judicial foreclosure (power of sale auction). The latter method constitutes about 99% of all foreclosures in California, for reasons discussed below.

Judicial Foreclosure

A judicial foreclosure requires court action (lawsuit before a judge), and is generally used only to resolve complex and subjective issues and disputes involving the chain of title, destruction of property (“waste”), and fraud. The other primary advantage to this method of foreclosure is the possibility of obtaining a deficiency judgment (i.e., a judgment against the debtor for the difference between the value of the foreclosed property and the amount of the debt).

The primary disadvantage to a judicial foreclosure, and the reason so few creditors choose this route, is that the court action typically takes 8-14 months, at substantial expense to the creditor. The foreclosing creditor usually must hire an attorney to prosecute the case, while the debtor continues to occupy the property (and sometimes intentionally damage and strip it) without making any mortgage payments. Further, the outcome of the lawsuit can be uncertain. For these reasons, very few creditors pursue this method of foreclosure.

Non-Judicial Foreclosure

A secured creditor may pursue a non-judicial foreclosure if the deed of trust includes a “power-of-sale” clause authorizing the trustee to sell the property for monetary default, as is common. This primary advantages to this method include expediency, relatively low costs, and a more certain schedule and outcome. A non-judicial foreclosure generally takes about 4-5 months to complete if handled by a qualified trustee. The primary disadvantage is the creditor’s inability to obtain a deficiency judgment against the debtor.

The non-judicial foreclosure process basically involves three stages: (1) recording a Notice of Default, (2) publication, posting and mailing of a Notice of Sale, and (3) the trustee’s sale.

In the first stage, the lender/beneficiary informs the trustee that the borrower/trustor has defaulted. The trustee then prepares and has the lender execute a Substitution of Trustee and a Notice of Default, which the trustee then records with the County Recorder and mails to the borrower and other parties who have recorded a Special Request for Notice. The trustee also orders a trustee sale guarantee from a title company. (For owner-occupied residential property, Senate Bill 1137, effective as of September 6, 2208, requires the lender/beneficiary make certain efforts to contact the borrower at least 30 days prior to recording a Notice of Default.) The borrower has a 3-month opportunity from the recording of the Notice of Default to bring the account current with the lender or to pay off the entire debt. (Senate Bill 7 and Assembly Bill 7, expected to become effective in May 2009, and expire on January 1, 2011, provide that for loans secured by a first deed of trust, recorded between January 1, 2003 and January 1, 2008, on the borrower’s principal residence, the reinstatement period is 3 months plus 90 days, subject to possible exemption for a lender with a “comprehensive loan modification program.”)

In the second stage, the trustee mails a Notice of Sale to the IRS and California Franchise Tax Board, if required, at least 25 days prior to the sale date; and at least 20 days prior to the sale date mails the same notice to the borrower and other parties requesting notice, and posts the Notice of Sale on the property and in a public place, usually the county courthouse. The trustee must also publish the notice for three consecutive weeks in a newspaper within the judicial district, the cost of which can be substantial in some areas. For owner-occupied residential property, Senate Bill 1137 also requires posting of a Notice to Residents and mailing of a Notice to Residents. The Notice of Sale is recorded with the County Recorder’s Office 14 days prior to the sale.

In the third and final stage, the borrower’s reinstatement right expires five business days prior to the sale date, and the property is sold on the sale date, usually on the courthouse steps, to the highest bidder. At the sale, the beneficiary gets a credit for the opening bid, in an amount equal to the monies due the lender plus foreclosure fees and costs. Anyone else bidding at the sale must have cashier’s checks (payable to the bidder in case they are not used). After the sale, the trustee records the trustee’s deed and disburses funds to the lender. The successful bidder cannot obtain title insurance with respect to the purchase, though subsequent purchasers can.

Under Senate Bill 1137, the party taking title at the trustee’s sale must also maintain the property, or risk a fine of $1,000 per day, and any tenants (other than the borrower/owner) must be given 60 days notice prior to being required to quit the property. Tenants can be required to pay rent during their occupancy.

Lender Strategic Recommendations

Contact a reputable trustee such as Foreclosure Resources, Inc.* to handle the entire foreclosure proceeding. The California Civil Code generally allows for either the trustee’s fees or attorney’s fees to be passed on to the borrower through a non-judicial foreclosure, but not both. The trustee’s fees are fixed by statute at 1% of the debt balance, so unless the attorney can handle the entire foreclosure proceeding for less, it will be more economical to retain the trustee as soon as possible.

After the sale, make sure any former owner-occupants receive a 3-day notice to quit, and any other tenants receive a 60-day notice to quit (assuming the city in which the property is located has not imposed a moratorium on evicting tenants of foreclosed residential properties). Because it can be tough to identify all of the occupants, and a defective notice has no legal effect, a 60-day notice is always safer. A plan to reasonably maintain the property should also be promptly implemented to avoid potential fines. In this regard, some lenders may find it economically prudent to offer the occupants approximately $1,000 to turn over the property in good and undamaged condition, along with the keys at the time of sale.

Borrower Strategic Recommendations

A borrower in default or on the verge of default should promptly contact the lender to discuss options, including: (1) forbearance or restructuring of the loan, (2) a short sale, and (3) a deed-in-lieu-of-foreclosure. Often lenders would rather modify the loan (e.g., lower the interest rate, re-amortize the loan over 40 years, reduce or defer a portion of the principal balance, etc.) and forgive late fees than take the property back. However, assuming the borrower and the lender cannot agree on a loan modification or forbearance, the borrower should ask the lender if it will agree to a short sale or a deed-in-lieu-of-foreclosure.

In a short sale, the lender agrees to accept less than the amount owed on the loan because the loan amount exceeds the property value. Before signing a purchase and sale agreement contemplating a short sale, the seller should get the lender’s approval, or condition the sale on the lender’s approval within a specific timeframe. If more than one lender is involved, both will have to be consulted, and the holder of the first deed of trust will usually need to agree to give the holder of the second at least a small portion of the sale proceeds in exchange for cooperation.

A deed-in-lieu-of-foreclosure only works if the lender desires to take back the property. If so, the borrower can offer to deed the property back to the lender, and pay for the lender’s title insurance policy (to protect against junior liens), for the purpose of avoiding the expense and embarrassment of foreclosure and, possibly, preserving a better credit rating. The lender will also want to make sure commercial property or vacant land has not been environmentally contaminated, and may even require the borrower’s indemnification against this risk.

If the lender will not cooperate with the above three strategies, and the foreclosure sale appears imminent, the borrower can possibly delay the sale by: (1) asking the lender to postpone the sale to allow more time for reinstatement, (2) filing for bankruptcy protection, (3) seeking a court injunction, and (4) requiring the lender to produce the original promissory note (which sometimes gets lost in the packaging and bulk-selling of loans). However, employing any of these tactics will simply delay the trustee’s sale, not prevent it. Filing a homestead exemption, transferring title, leasing the property, and even death, will not likely avoid or delay the inevitable.

As stated above, the debtor has no personal liability for the deficiency in the event of a trustee’s sale. However, this difference between the balance of the mortgage and the sale price has generally resulted in taxable “phantom income” to the borrower in the form of forgiveness of debt, causing the lender to send the borrower a 1099-C. The recent Mortgage Forgiveness Debt Relief Act of 2007, now excludes from gross income any amounts attributable to discharge of indebtedness incurred to acquire a principal residence, up to $2,000,000, until January 1, 2010. California’s Franchise Tax Board has adopted similar provisions. This benefit only applies to taxpayers who lose their homes in 2007-2009, and does not apply to investment properties or second homes, or to mortgages incurred subsequent to the home purchase.

Summary & Conclusions

Foreclosures have grown at such an alarming rate in recent years that law makers have attempted to stem the tide with recent legislation designed to force lenders to slow down the process and work with borrowers for alternative solutions. Lenders have been encouraged to adopt loan modification programs intended to help borrowers stay in their homes. Such programs typically include some combination of an interest rate reduction, extended amortization period, deferral of a portion of the principal amount until loan maturity, and reduction of principal, in order to target a ratio of the borrower’s housing-related debt to the borrower’s gross income of 38% or less.

In those situations where the borrower simply cannot or will not cure the default or reach a loan modification agreement with the lender, or the lender will not agree to a short sale or a deed-in-lieu-of-foreclosure, then the lender will likely commence a non-judicial foreclosure, which will take at least four months to complete (while the borrower is not making any payments). Upon such foreclosure, the borrower loses his or her entire ownership interest in the property, but will not be liable for the deficiency; and the lender now has a distressed property on the books to maintain and sell. Therefore, the borrower and the lender might both have been better off if they had successfully negotiated an alternative solution with the help of an objective, qualified professional.

*Some of the information for this article was obtained from Foreclosure Resources, Inc., a trustee handling non-judicial foreclosures. This article is for general informational purposes only, and should not be considered legal advice for any particular matter. Each situation is unique in some respect, and the law is constantly and rapidly changing, such that the information in this article might not apply to a particular situation, or may no longer be current and accurate at the time of reading.

By Larry Murnane 2009 ©.

Retail landlord’s everywhere have almost certainly experienced tenant requests for rent reductions during these challenging economic times. When responding to such requests, the landlord should consider doing the following:

1. Require a written confidentiality agreement before discussing any rent or other lease modifications with the tenant, to reduce the risk of opening a Pandora’s Box with other tenants.

2. Ask the tenant to provide a current financial statement, a report of annual sales for the last 2 years (to show trending), and the most recent income tax returns, to assist the landlord in confirming the need and amount of an appropriate rent adjustment.

3. Ask the tenant how he or she plans to repay the abated rent, explaining that any abatement is merely a temporary measure to improve cash flow, and must be tacked on to the end of the lease or otherwise included in a restructure.

4. Inform the tenant that any abatement will be personal to tenant, and non-assignable, and will be conditioned on the following:

• (a) Tenant shall remain open for business and not be in default beyond any applicable cure period;
• (b) Tenant shall report its gross monthly sales to landlord by the tenth day of every month;
• (c) Landlord shall have the right to terminate the lease and recapture the space, upon sixty days prior written notice, for the duration of the lease term;
• (d) Tenant shall forfeit any options to renew or extend the lease;
• (e) Any exclusive use provision in the lease shall be stricken.
• (f) Tenant shall provide landlord with an estoppel certificate confirming the lease is in full force and effect, landlord is not in default or breach of any lease provision, and tenant has no right to any other credits, reductions, offsets, defenses, free rent, rent concessions, allowances or abatements of rent under the lease;
• (g) Tenant shall obtain the prior written consent of any lease guarantors for the proposed amendment or modification of the lease; and
• (h) In the event of an uncured default or breach of the lease, then all conditionally abated rent shall become immediately due and payable to landlord.

Any modification of lease terms, including the abatement or restructuring of rent, should be properly documented in the form of a mutually executed amendment to lease, using terms consistent with the lease and prior amendments, by a lawyer or broker skilled in drafting such agreements.

By Larry Murnane 2009 ©.

What is the Meaning of Life – our purpose for being here?

Though religious, philosophical, scientific and cultural perspectives over thousands of years could fill libraries on this subject -- in a word, the purpose of life is to be happy.

So the question then becomes, how do we find lasting happiness?

Happiness is a decision – one that we make every moment of every day, by thinking positive, giving generously of ourselves, and accepting full responsibility for our lives and relationships, without blame, and regardless of our circumstances.

By Larry Murnane 2009 ©.

The Environmental Protection Agency recently established enhanced Environmental Due Diligence requirements for individuals and entities purchasing commercial real estate. In order to qualify as an “Innocent Landowner” and thereby avoid liability for previous environmental events on or about the property, a purchaser of real estate now must obtain an AAI (All Appropriate Inquiries) Compliant Phase I Environmental Site Assessment prepared (or updated) within six months prior to the purchase.

The scope of the AAI Compliant Phase I and the experience/licensing requirements for the person completing the report have also increased significantly, causing the cost of the report to increase as well.

In short, buyers who rely on out-dated Phase I reports which are not AAI Compliant risk liability for prior contamination.

By Larry Murnane 2009 ©.

Almost everyone is familiar with the three cardinal rules of real estate investment: “Location, Location and Location.”  Although property well situated certainly has fewer risks, an investor must carefully consider other ways to minimize the risks involved in the purchase of commercial real estate.
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