在后证券化时代的商业房地产融资外文翻译

1、在后证券化时代的商业房地产融资外文翻译 外文翻译 Commercial Real Estate Financing in a Post-Securitized Lending Era Material Source:Practising Law Institute Author: Robert J. Hellman Two years ago, real estate securitized lending came to a crashing halt amid concerns over bond ratings for CMBS and CDO issues,asset valuatio

2、ns and the oversized impact had very high leverage when lenders borrowed short and lent long. Real estate developers and investors learned the hard way that the liquidity securitized lending added to the real estate industry put them more at the mercy of financial markets than ever before. Because s

3、uch markets rely on investor confidence as much as, or more than, NOIs and an “experts” projections, capital can flow out a whole lot faster than it flows in. Without a readily available alternative, liquidity drained from real estate before most investors were able to cash in their chips, creating

4、huge paper losses and shutting down the market efficiency that had propelled real estate to the top of the investment pyramid. For a while, it appeared that real estate had become a truly liquid asset, despite its bricks-and-mortar status, able to trade on more than just the underlying fundamentals.

5、 With spreads for the AAA CMBS tranches only minimally above the risk free Treasury rate, many investors seemed to believe either that real estate required little in the way of a risk premium or that Wall Street had run out virtually all of the risk through financial engineering. Unfortunately, neit

6、her of these options proved to be true. With the broad-based economic decline brought on by a lack of credit beginning in 2008, real estate began showing its true colors as employment dropped, offices emptied, stores went dark and real estate valuations fell as a direct consequence of declines in ne

7、t operating income and a gradual return to historic norms for capitalization rates. By the end of 2007, certain trends in real estate lending appeared likely, most of which can be seen today, and are useful to examine as a means to gauge where real estate financing stands at the end of 2009. The goo

8、d news, then as now, is that “Real estate has become an accepted asset class for investors worldwide; so today's environment should be viewed as a relatively short-term transitional period that may present better opportunities for long-term players whose main focus is the business of real estate

9、.” The essential question is whether the commercial real estate industry can thrive without a vibrant securitized loan market? Or, are we headed back to an environment in which commercial banks and insurance companies dominate the lending landscape? The answer to both propositions seems to be “no”,

10、but the short-term future looks significantly different than the immediate past Diminished Capacity. Consider the fact that Commercial Mortgage Backed Securities CMBS issuance in 2006 was $203 billion, $230 billion in 2007, $10 billion in 2008, and perhaps only $5 billion in 2009. Consider also that

11、 insurance industry lending has remained fairly stable at around $45 billion annually though approximately half of that is reserved for existing borrowers and commercial bank lending for commercial real estate in a good year has about equaled the insurance industrys numbers, but has been almost non-

12、existent since mid-2008.Finally, consider the fact that many of the commercial real estate loans written in the last five years have fairly short term maturities and the refinance exposure runs into the trillions of dollars. Common expectations for near term commercial lending include no change from

13、 the insurance industry, little change from commercial banks as they continue to work through their own capital issues and eventually a return of the CMBS market, but with estimates of the size of that market ranging only from $45 billion to $85 billion annually. In other words, the core US commerci

14、al real estate lending environment that exceeded $300 billion in 2007 might return to half that amount by 2011. And, as it does return, loan terms will look far more conservative than those to which developers and investors became accustomed, meaning greater spreads on debt, lower loan-to-value requ

15、irements and greater unleveraged equity contributions from sponsors. “Risk” once again is a four letter word. Despite the devastation securitized lending caused since 2007 sub-prime residential loans, commercial real estate loans, auto loans, student loans and just about any other ABS loans you can

16、think of, it is perhaps one of the greatest advances to benefit the real estate industry. Unfortunately, it went from a credit business to a fee generation business, requiring ever larger volumes to feed demand generated worldwide for the slightest bit of premium over so-called risk-free loans e.g.

17、US Treasury bonds. In the low-interest rate environment created by central banks trying to avoid a deep recession after the tech bubble burst, highly rated paper across the debt spectrum generated razor thin spreads over indexes like LIBOR or Treasury bonds, further compressing yields on even the lo

18、west rated tranches of CMBS bonds. Somewhere along the continuum beginning around 1995, when commercial real estate CMBS became a proven product, and ending in 2007, lenders i.e. investors seemed to come to believe that the risks inherent in commercial real estate had been sufficiently identified th

19、at not only could that risk be tranched out, but that in doing so the overall risk had somehow been mitigated as well. And because issuers of real estate debt were able to sell off all of their risk, if they so chose, risk further receded from consideration when creating large pools of real estate l

20、oans for securitization. Borrowers, had discovered a market so hungry for yield that they were able to sell off substantially all of their risk as well. A key component to the inflation of real estate values was the ability of developers to raise third-party or leveraged equity at historically low c

21、ost by layering into the capital stack increasingly complex mezzanine debt or preferred equity in order to acquire or build new projects. While equity returns of 15% or more on real estate projects had historically been considered an adequate risk-adjusted return, nominal unleveraged mezzanine debt

22、or preferred equity returns began falling below 10% as the bull market for real estate continued. When the capital markets shut down, the economy faltered and developers could no longer refinance at will, investors suddenly realized that they were no longer being compensated appropriately for the le

23、vel of risk they had accepted. At that point, yields on AAA CMBS tranches skyrocketed to as much as 18% and most of the remaining tranches lost all interest from potential buyers. Currently, yields have eased as the risk has been reassessed, but double-digit returns on supposedly near-risk-free debt

24、 is still not unusual. Revenge of the Underwriters. Conventional wisdom at the beginning of 2008 was that only “good” deals could still get financed implying, of course, that “bad” deals were able to be financed previously. And, for a time, that was mostly true, as commercial banks continued to lend

25、, but conservative underwriting suddenly seemed prudent. But prudent, market-driven lending changed all the assumptions borrowers took for granted when the market was flush, as noted in the example below: Jul-07Feb-08 Asset Value $25,000,000$25,000,000 NOI$1,509,150 $1,509,150 CapEx/Reserves $120,00

26、0 $120,000 Net Cash Flow $1,389,150 $1,389,150 Swaps Rate 5.66% 4.33% Spread0.96% 3.30% Rate 6.62% 7.63% Amortization 030 Yrs. Loan Constant6.62% 8.50% Min. DSCR1.05x 1.15x Proceeds$20,000,000$14,215,179 LTV 80.00%56.86% Furthermore, if you had no experience, no real liquidity or no reasonable busin

27、ess plan, there was little chance capital was available from any lender other than so-called “hard moneylenders.” What was true in February, 2008, remained more or less true through 2009, and is likely to continue throughout 2010, though perhaps for different reasons. Obviously, the above example ap

28、plies to refinancing as well as new loans, forcing many owners to consider foreclosure or some kind of recapitalization As the residential mortgage market continued to deteriorate, so too did the economy and with it the commercial real estate market. CMBS issuance essentially disappeared, which drie

29、d up demand for conduit loans, while commercial banks balance sheets crumbled, loan reserves had to increase and capital for lending disappeared. As a result, capitalization rates increased toward the historic mean of around 8-9%, so property values declined, increasing, at least on paper, bank loss

30、es, which further depressed the ability of lenders to finance real estate transactions. As a result, the market has moved back to benefit cash buyers or those with substantial enough resources to accept low-leveraged mortgage loans in the 60-70% LTV range. The one exception to this is the multi-fami

31、ly market where the GSEs, Fannie Mae and Freddie Mac, continue to lend at proceeds of 80-85% in order to support the housing market. Even there, however, the amount of true equity i.e. sponsor equity that is required prevents developers from borrowing the majority of the equity required to fund an a

32、cquisition or development. After all this, and assuming one can find a lender willing to finance the real estate, borrowers have been re-introduced to the concept of recourse debt. Securitized lending became so attractive, even with the constraints imposed by the REMIC real estate mortgage investmen

33、t conduit rules, in large part because lenders were able to offer non-recourse loans to many developers who could not access such funding from their local banks apparently, with good reason as it turns out. While a developer today may have access to “good” deals, place enough recourse debt on the de

34、velopers balance sheet and the ability to access financing becomes difficult, if not impossible. War Games. In the 1983 movie, “War Games,” Matthew Brodericks character learned the concept of mutually assured destruction. While the movie was a fanciful look at nuclear warfare oxymoronic as that migh

35、t sound, ultimately it was a game that no one could win; and history students will recognize the result as a cold war that lasted for decades. In some ways, Brodericks lesson looks familiar to the commercial real estate finance industry ? banks could launch the foreclosure missile, or borrowers coul

36、d toss back the keys, but only at the expense of banks balance sheets, which might lead to additional bank failures and even less hope for lending in the future ? and a possible economic melt-down. Whether or not one agrees with this assessment, there is no doubt that the federal government is tryin

37、g just about any way it can to give banks enough breathing room to avoid recognizing losses on their balance sheets that would further erode their capital positions. During 2009, at the urging of Treasury, the Financial Accounting Standards Board FASB came out with FAS 157-e modifying guidelines tha

38、t would normally require banks to mark to market a sizeable portion of their real estate loans and keep those loans on their books at full valuations. Also during the year, the FDIC issued new guidelines giving banks the ability to categorize a loan as performing as long as debt service was current,

39、 even if the borrower was in danger of defaulting due to an imminent maturity default for not being able to sell or refinance the loan. The IRS also issued REMIC guidelines that will allow special servicers to enter into loan modification discussions prior to an actual event of default, without jeop

40、ardizing the tax-free status enjoyed by CMBS securities. Hope on the Horizon. Despite all of the bad news the industry has endured, as 2009 drew to a close there were glints of hope and thawing in the capital markets. Developers Diversified Realty DDR-NYSE issued CMBS bonds totaling $400 million Gol

41、dman Sachs underwriter, which were sold, in part, to buyers accessing the federal governments Term Asset-Backed Securities Loan Lending Facility TALF. Shortly thereafter, Fortress Investment Management FIG-NYSE came to market with a CMBS issuance totaling $460 million Bank of America underwriter wit

42、h no TALF support. At the time of this writing, Inland Western Retail REIT was preparing to price a $500 million CMBS issuance JPMorgan Chase underwriter, also with no TALF support. It is critical to note that these bonds are backed by conservatively underwritten collateral at low-to-moderate LTVs.

43、But it also was clear evidence that investors appetites for securitized real estate debt had returned if the pricing and underwriting properly accounted for the risk. It further proved that securitized lending in and of itself was not the bad guy in the horror movie playing since 2007. There is clea

44、rly a role for securitized real estate lending going forward ? because it is also clear that banks and other lenders are less and less willing to hold real estate loans on their balance sheets and endure the risk of another systemic devaluation.译文在后证券化时代的商业房地产融资 资料来源:实践法研究所 作者:Robert J. Hellman 两年前,

45、房地产贷款证券化的到来停止了对崩溃的商业抵押担保证券和担保债务凭证的债券评级问题的关注,当贷款人借入短期或借出长期款项时,资产评估和它的过大的影响就会起到很高的杠杆作用。房地产开发商和投资者学到了,流动性资金贷款证券化增加了比以往时候多在房地产行业的金融市场的关注。因为市场越来越依赖投资者的自信,或是营业净收入和“专家的”预测,资本的流出速度超过流入。没有一个可以适合的选择,流动资金会在大多数投资者能够兑现他们的资金,造成巨大的账面损失和停止市场收益之前从房地产中流出,这将房地产推到了投资金字塔的顶端。 有一段时间,房地产似乎已经成为一个真正的流动性资产,尽管其砖和水泥的地位,能够进行交易的不

46、仅仅是基本因素。同为AAA级别的,只有最小的商业抵押担保证券以上的无风险国债利率,许多投资者似乎认为,要么房地产需要的方式几乎没有风险溢价,要不,华尔街通过金融工程几乎用完了所有的风险。不幸的是,这些选项都被证明是正确的。随着基础广泛的经济衰退而带来的信用缺乏从2008年开始,房地产开始显示出其真面目,就业下降,办公室空了,商店关了和房地产估价的下跌,是净营业收入下降的直接后果,和由逐步恢复到历史标准的资本化率所导致的。 到2007年底,房地产贷款可能出现的某些趋势,其中大部分可以看到今天,在2009年年底以有用的审查为手段来衡量了解房地产融资。“房地产已成为全球投资者认可的资产类别,因此今天

47、的环境中应作为一个(相对)短期的过渡时期,可能会出现对把重点放在房地产企业的业务上的长期的球员来说更好的机会。”这是个好消息,无论对当时还是现在来说。 这个基本问题是,商业房地产行业是否可以在没有一个充满活力的证券贷款化市场兴旺起来,或是,我们回到那种以商业银行和保险公司来控制贷款的环境?这两个命题的答案似乎是“不”,但短期未来看起来明显比以前有所不同。 能力减弱。考虑这样一个事实,商业按揭抵押证券(商业抵押担保证券)的发行量,在2006年是2030亿美元,在2007年是2300亿美元,在2008年是100亿美元,在2009年也许只有500亿美元。还认为,保险业的贷款一直保持相当稳定,每年约4

48、50亿美元(虽然大约有一半是为现有借款人预留)和商业房地产的商业银行在一个好的一年,贷款大约等于保险业的数目,但自2008年年中以后已经几乎不存在。最后,要考虑的事实是,在过去五年有相当多的商业房地产书面贷款在短期内到期和再融资风险运行到几万亿美元。 对于短期商业贷款共同的期望包括:保险业的无变化,商业银行几乎没有的变化,由于他们的继续努力,通过他们自己的资金问题,并最终获得了商业抵押担保证券的市场回报,但随着该市场的规模估计每年能获得450亿美元至850亿美元。换句话说,美国的核心商业房地产贷款在2007年将超过3000亿美元,可能返回到2011年这一数额的一半。而且,作为它的回报,贷款条款

49、将看起来比它的开发者和投资者习惯的更保守,这意味着更大的债务利差,降低贷款成数的要求和更大的(非杠杆)赞助商提供的权益贡献。 “风险”,再次是四个字母的单词。尽管自2007年以来贷款证券化所造成的破坏(次级住房贷款,商业房地产贷款,汽车贷款,助学贷款和几乎所有你能想到的其他ABS的贷款),它也许是造福于房地产行业里最伟大的进步之一。不幸的是,它从一个信贷业务到代收费业务,需要越来越大的卷来喂养全球需求所产保费,超过所谓的无风险贷款(如美国国债)。在低利率的环境,试图避免高科技泡沫破灭后的严重衰退,在高度评价文件的债务光谱产生了像伦敦银行同业拆借利率或国债指数微薄利差,即使是最低的债券评级的商业

50、抵押担保证券收益率进一步压缩档。在这过程中连续1995年左右开始,当商业房地产的商业抵押担保证券成为一个成熟的产品,并于2007年结束,贷款人(即投资者)似乎都认为,在商业房地产的风险已经得到充分的内在确定,不仅能说风险是分档的,但在这样做的整体风险在某种程度上也减轻了。而由于房地产债务发行人可以变卖其所有风险,如果他们这样选择,风险进一步减退时,在考虑建立对房地产贷款证券化的大池。 借款人,对产量的渴望让他们发现了一个能够大幅抛售他们的所有风险的市场。房地产价值的通货膨胀一个关键组成部分是开发商的能力提高第三方(或杠杆式)处于历史较低成本进入资本日益复杂的分层堆叠夹层债务或优先股,以取得股权

51、或建立新项目。虽然在房地产项目中,15%或更多的股本回报率历来被认为是适当的风险调整回报,标称(非杠杆)夹层债务或优先股股票回报率开始下降到10%以下,作为房地产市场的持续牛市。投资者突然意识到,他们不再补偿已接受的风险水平。在这一点上,分批对AAA级的商业抵押担保证券收益率飙升到了高达18%,而其余大部分失去了所有的档潜在买家的兴趣。目前,收益率回落的风险已被重新评估,但(据说)近无风险债务两位数的回报仍然是不寻常。 复仇的承销商。在2008年初的传统做法是,只有“好”交易仍然可以得到资助(暗示,当然,这“坏”的交易能够得到资助过)。而且,一时间,这主要是真实的,因为商业银行继续放贷,但保守的承销突然显得谨慎。但是,当市场被刷新时,谨慎的市场驱动的贷款改变了这一切理所当然的假设借款人,如下面的例子指出: 7月7日 2月8日 资产价值 $25,000,000 $25,000,000 营业净收入$1,509,150$1,509,150 资本支出/储量$120,000 $120,000 净现金流量$1,389,150$1,389,150 互换率 5.66%4.33% 扩大 0.96%3.30% 率6.62%7.63% 摊销 0 30 Yrs. 贷款常数6.62% 8.50% 偿债覆盖率最小值 1.05x 1.15x 收益 $20,000,0