1、在后證券化時代的商業房地產融資外文翻譯 外文翻譯 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.譯文在后證券化時代的商業房地產融資 資料來源:實踐法研究所 作者:Robert J. Hellman 兩年前,

45、房地產貸款證券化的到來停止了對崩潰的商業抵押擔保證券和擔保債務憑證的債券評級問題的關注,當貸款人借入短期或借出長期款項時,資產評估和它的過大的影響就會起到很高的杠桿作用。房地產開發商和投資者學到了,流動性資金貸款證券化增加了比以往時候多在房地產行業的金融市場的關注。因為市場越來越依賴投資者的自信,或是營業凈收入和“專家的”預測,資本的流出速度超過流入。沒有一個可以適合的選擇,流動資金會在大多數投資者能夠兌現他們的資金,造成巨大的賬面損失和停止市場收益之前從房地產中流出,這將房地產推到了投資金字塔的頂端。 有一段時間,房地產似乎已經成為一個真正的流動性資產,盡管其磚和水泥的地位,能夠進行交易的不

46、僅僅是基本因素。同為AAA級別的,只有最小的商業抵押擔保證券以上的無風險國債利率,許多投資者似乎認為,要么房地產需要的方式幾乎沒有風險溢價,要不,華爾街通過金融工程幾乎用完了所有的風險。不幸的是,這些選項都被證明是正確的。隨著基礎廣泛的經濟衰退而帶來的信用缺乏從2008年開始,房地產開始顯示出其真面目,就業下降,辦公室空了,商店關了和房地產估價的下跌,是凈營業收入下降的直接后果,和由逐步恢復到歷史標準的資本化率所導致的。 到2007年底,房地產貸款可能出現的某些趨勢,其中大部分可以看到今天,在2009年年底以有用的審查為手段來衡量了解房地產融資。“房地產已成為全球投資者認可的資產類別,因此今天

47、的環境中應作為一個(相對)短期的過渡時期,可能會出現對把重點放在房地產企業的業務上的長期的球員來說更好的機會。”這是個好消息,無論對當時還是現在來說。 這個基本問題是,商業房地產行業是否可以在沒有一個充滿活力的證券貸款化市場興旺起來,或是,我們回到那種以商業銀行和保險公司來控制貸款的環境?這兩個命題的答案似乎是“不”,但短期未來看起來明顯比以前有所不同。 能力減弱。考慮這樣一個事實,商業按揭抵押證券(商業抵押擔保證券)的發行量,在2006年是2030億美元,在2007年是2300億美元,在2008年是100億美元,在2009年也許只有500億美元。還認為,保險業的貸款一直保持相當穩定,每年約4

48、50億美元(雖然大約有一半是為現有借款人預留)和商業房地產的商業銀行在一個好的一年,貸款大約等于保險業的數目,但自2008年年中以后已經幾乎不存在。最后,要考慮的事實是,在過去五年有相當多的商業房地產書面貸款在短期內到期和再融資風險運行到幾萬億美元。 對于短期商業貸款共同的期望包括:保險業的無變化,商業銀行幾乎沒有的變化,由于他們的繼續努力,通過他們自己的資金問題,并最終獲得了商業抵押擔保證券的市場回報,但隨著該市場的規模估計每年能獲得450億美元至850億美元。換句話說,美國的核心商業房地產貸款在2007年將超過3000億美元,可能返回到2011年這一數額的一半。而且,作為它的回報,貸款條款

49、將看起來比它的開發者和投資者習慣的更保守,這意味著更大的債務利差,降低貸款成數的要求和更大的(非杠桿)贊助商提供的權益貢獻。 “風險”,再次是四個字母的單詞。盡管自2007年以來貸款證券化所造成的破壞(次級住房貸款,商業房地產貸款,汽車貸款,助學貸款和幾乎所有你能想到的其他ABS的貸款),它也許是造福于房地產行業里最偉大的進步之一。不幸的是,它從一個信貸業務到代收費業務,需要越來越大的卷來喂養全球需求所產保費,超過所謂的無風險貸款(如美國國債)。在低利率的環境,試圖避免高科技泡沫破滅后的嚴重衰退,在高度評價文件的債務光譜產生了像倫敦銀行同業拆借利率或國債指數微薄利差,即使是最低的債券評級的商業

50、抵押擔保證券收益率進一步壓縮檔。在這過程中連續1995年左右開始,當商業房地產的商業抵押擔保證券成為一個成熟的產品,并于2007年結束,貸款人(即投資者)似乎都認為,在商業房地產的風險已經得到充分的內在確定,不僅能說風險是分檔的,但在這樣做的整體風險在某種程度上也減輕了。而由于房地產債務發行人可以變賣其所有風險,如果他們這樣選擇,風險進一步減退時,在考慮建立對房地產貸款證券化的大池。 借款人,對產量的渴望讓他們發現了一個能夠大幅拋售他們的所有風險的市場。房地產價值的通貨膨脹一個關鍵組成部分是開發商的能力提高第三方(或杠桿式)處于歷史較低成本進入資本日益復雜的分層堆疊夾層債務或優先股,以取得股權

51、或建立新項目。雖然在房地產項目中,15%或更多的股本回報率歷來被認為是適當的風險調整回報,標稱(非杠桿)夾層債務或優先股股票回報率開始下降到10%以下,作為房地產市場的持續牛市。投資者突然意識到,他們不再補償已接受的風險水平。在這一點上,分批對AAA級的商業抵押擔保證券收益率飆升到了高達18%,而其余大部分失去了所有的檔潛在買家的興趣。目前,收益率回落的風險已被重新評估,但(據說)近無風險債務兩位數的回報仍然是不尋常。 復仇的承銷商。在2008年初的傳統做法是,只有“好”交易仍然可以得到資助(暗示,當然,這“壞”的交易能夠得到資助過)。而且,一時間,這主要是真實的,因為商業銀行繼續放貸,但保守的承銷突然顯得謹慎。但是,當市場被刷新時,謹慎的市場驅動的貸款改變了這一切理所當然的假設借款人,如下面的例子指出: 7月7日 2月8日 資產價值 $25,000,000 $25,000,000 營業凈收入$1,509,150$1,509,150 資本支出/儲量$120,000 $120,000 凈現金流量$1,389,150$1,389,150 互換率 5.66%4.33% 擴大 0.96%3.30% 率6.62%7.63% 攤銷 0 30 Yrs. 貸款常數6.62% 8.50% 償債覆蓋率最小值 1.05x 1.15x 收益 $20,000,0