在后證券化時(shí)代的商業(yè)房地產(chǎn)融資外文翻譯

1、在后證券化時(shí)代的商業(yè)房地產(chǎn)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(shí)代的商業(yè)房地產(chǎn)融資 資料來(lái)源:實(shí)踐法研究所 作者:Robert J. Hellman 兩年前,

45、房地產(chǎn)貸款證券化的到來(lái)停止了對(duì)崩潰的商業(yè)抵押擔(dān)保證券和擔(dān)保債務(wù)憑證的債券評(píng)級(jí)問(wèn)題的關(guān)注,當(dāng)貸款人借入短期或借出長(zhǎng)期款項(xiàng)時(shí),資產(chǎn)評(píng)估和它的過(guò)大的影響就會(huì)起到很高的杠桿作用。房地產(chǎn)開(kāi)發(fā)商和投資者學(xué)到了,流動(dòng)性資金貸款證券化增加了比以往時(shí)候多在房地產(chǎn)行業(yè)的金融市場(chǎng)的關(guān)注。因?yàn)槭袌?chǎng)越來(lái)越依賴投資者的自信,或是營(yíng)業(yè)凈收入和“專家的”預(yù)測(cè),資本的流出速度超過(guò)流入。沒(méi)有一個(gè)可以適合的選擇,流動(dòng)資金會(huì)在大多數(shù)投資者能夠兌現(xiàn)他們的資金,造成巨大的賬面損失和停止市場(chǎng)收益之前從房地產(chǎn)中流出,這將房地產(chǎn)推到了投資金字塔的頂端。 有一段時(shí)間,房地產(chǎn)似乎已經(jīng)成為一個(gè)真正的流動(dòng)性資產(chǎn),盡管其磚和水泥的地位,能夠進(jìn)行交易的不

46、僅僅是基本因素。同為AAA級(jí)別的,只有最小的商業(yè)抵押擔(dān)保證券以上的無(wú)風(fēng)險(xiǎn)國(guó)債利率,許多投資者似乎認(rèn)為,要么房地產(chǎn)需要的方式幾乎沒(méi)有風(fēng)險(xiǎn)溢價(jià),要不,華爾街通過(guò)金融工程幾乎用完了所有的風(fēng)險(xiǎn)。不幸的是,這些選項(xiàng)都被證明是正確的。隨著基礎(chǔ)廣泛的經(jīng)濟(jì)衰退而帶來(lái)的信用缺乏從2008年開(kāi)始,房地產(chǎn)開(kāi)始顯示出其真面目,就業(yè)下降,辦公室空了,商店關(guān)了和房地產(chǎn)估價(jià)的下跌,是凈營(yíng)業(yè)收入下降的直接后果,和由逐步恢復(fù)到歷史標(biāo)準(zhǔn)的資本化率所導(dǎo)致的。 到2007年底,房地產(chǎn)貸款可能出現(xiàn)的某些趨勢(shì),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(lái)衡量了解房地產(chǎn)融資。“房地產(chǎn)已成為全球投資者認(rèn)可的資產(chǎn)類別,因此今天

47、的環(huán)境中應(yīng)作為一個(gè)(相對(duì))短期的過(guò)渡時(shí)期,可能會(huì)出現(xiàn)對(duì)把重點(diǎn)放在房地產(chǎn)企業(yè)的業(yè)務(wù)上的長(zhǎng)期的球員來(lái)說(shuō)更好的機(jī)會(huì)。”這是個(gè)好消息,無(wú)論對(duì)當(dāng)時(shí)還是現(xiàn)在來(lái)說(shuō)。 這個(gè)基本問(wèn)題是,商業(yè)房地產(chǎn)行業(yè)是否可以在沒(méi)有一個(gè)充滿活力的證券貸款化市場(chǎng)興旺起來(lái),或是,我們回到那種以商業(yè)銀行和保險(xiǎn)公司來(lái)控制貸款的環(huán)境?這兩個(gè)命題的答案似乎是“不”,但短期未來(lái)看起來(lái)明顯比以前有所不同。 能力減弱?？紤]這樣一個(gè)事實(shí),商業(yè)按揭抵押證券(商業(yè)抵押擔(dān)保證券)的發(fā)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(rèn)為,保險(xiǎn)業(yè)的貸款一直保持相當(dāng)穩(wěn)定,每年約4

48、50億美元(雖然大約有一半是為現(xiàn)有借款人預(yù)留)和商業(yè)房地產(chǎn)的商業(yè)銀行在一個(gè)好的一年,貸款大約等于保險(xiǎn)業(yè)的數(shù)目,但自2008年年中以后已經(jīng)幾乎不存在。最后,要考慮的事實(shí)是,在過(guò)去五年有相當(dāng)多的商業(yè)房地產(chǎn)書(shū)面貸款在短期內(nèi)到期和再融資風(fēng)險(xiǎn)運(yùn)行到幾萬(wàn)億美元。 對(duì)于短期商業(yè)貸款共同的期望包括:保險(xiǎn)業(yè)的無(wú)變化,商業(yè)銀行幾乎沒(méi)有的變化,由于他們的繼續(xù)努力,通過(guò)他們自己的資金問(wèn)題,并最終獲得了商業(yè)抵押擔(dān)保證券的市場(chǎng)回報(bào),但隨著該市場(chǎng)的規(guī)模估計(jì)每年能獲得450億美元至850億美元。換句話說(shuō),美國(guó)的核心商業(yè)房地產(chǎn)貸款在2007年將超過(guò)3000億美元,可能返回到2011年這一數(shù)額的一半。而且,作為它的回報(bào),貸款條款

49、將看起來(lái)比它的開(kāi)發(fā)者和投資者習(xí)慣的更保守,這意味著更大的債務(wù)利差,降低貸款成數(shù)的要求和更大的(非杠桿)贊助商提供的權(quán)益貢獻(xiàn)。 “風(fēng)險(xiǎn)”,再次是四個(gè)字母的單詞。盡管自2007年以來(lái)貸款證券化所造成的破壞(次級(jí)住房貸款,商業(yè)房地產(chǎn)貸款,汽車貸款,助學(xué)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(chǎn)行業(yè)里最偉大的進(jìn)步之一。不幸的是,它從一個(gè)信貸業(yè)務(wù)到代收費(fèi)業(yè)務(wù),需要越來(lái)越大的卷來(lái)喂養(yǎng)全球需求所產(chǎn)保費(fèi),超過(guò)所謂的無(wú)風(fēng)險(xiǎn)貸款(如美國(guó)國(guó)債)。在低利率的環(huán)境,試圖避免高科技泡沫破滅后的嚴(yán)重衰退,在高度評(píng)價(jià)文件的債務(wù)光譜產(chǎn)生了像倫敦銀行同業(yè)拆借利率或國(guó)債指數(shù)微薄利差,即使是最低的債券評(píng)級(jí)的商業(yè)

50、抵押擔(dān)保證券收益率進(jìn)一步壓縮檔。在這過(guò)程中連續(xù)1995年左右開(kāi)始,當(dāng)商業(yè)房地產(chǎn)的商業(yè)抵押擔(dān)保證券成為一個(gè)成熟的產(chǎn)品,并于2007年結(jié)束,貸款人(即投資者)似乎都認(rèn)為,在商業(yè)房地產(chǎn)的風(fēng)險(xiǎn)已經(jīng)得到充分的內(nèi)在確定,不僅能說(shuō)風(fēng)險(xiǎn)是分檔的,但在這樣做的整體風(fēng)險(xiǎn)在某種程度上也減輕了。而由于房地產(chǎn)債務(wù)發(fā)行人可以變賣其所有風(fēng)險(xiǎn),如果他們這樣選擇,風(fēng)險(xiǎn)進(jìn)一步減退時(shí),在考慮建立對(duì)房地產(chǎn)貸款證券化的大池。 借款人,對(duì)產(chǎn)量的渴望讓他們發(fā)現(xiàn)了一個(gè)能夠大幅拋售他們的所有風(fēng)險(xiǎn)的市場(chǎng)。房地產(chǎn)價(jià)值的通貨膨脹一個(gè)關(guān)鍵組成部分是開(kāi)發(fā)商的能力提高第三方(或杠桿式)處于歷史較低成本進(jìn)入資本日益復(fù)雜的分層堆疊夾層債務(wù)或優(yōu)先股,以取得股權(quán)

51、或建立新項(xiàng)目。雖然在房地產(chǎn)項(xiàng)目中,15%或更多的股本回報(bào)率歷來(lái)被認(rèn)為是適當(dāng)?shù)娘L(fēng)險(xiǎn)調(diào)整回報(bào),標(biāo)稱(非杠桿)夾層債務(wù)或優(yōu)先股股票回報(bào)率開(kāi)始下降到10%以下,作為房地產(chǎn)市場(chǎng)的持續(xù)牛市。投資者突然意識(shí)到,他們不再補(bǔ)償已接受的風(fēng)險(xiǎn)水平。在這一點(diǎn)上,分批對(duì)AAA級(jí)的商業(yè)抵押擔(dān)保證券收益率飆升到了高達(dá)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(fēng)險(xiǎn)已被重新評(píng)估,但(據(jù)說(shuō))近無(wú)風(fēng)險(xiǎn)債務(wù)兩位數(shù)的回報(bào)仍然是不尋常。 復(fù)仇的承銷商。在2008年初的傳統(tǒng)做法是,只有“好”交易仍然可以得到資助(暗示,當(dāng)然,這“壞”的交易能夠得到資助過(guò))。而且,一時(shí)間,這主要是真實(shí)的,因?yàn)樯虡I(yè)銀行繼續(xù)放貸,但保守的承銷突然顯得謹(jǐn)慎。但是,當(dāng)市場(chǎng)被刷新時(shí),謹(jǐn)慎的市場(chǎng)驅(qū)動(dòng)的貸款改變了這一切理所當(dāng)然的假設(shè)借款人,如下面的例子指出: 7月7日 2月8日 資產(chǎn)價(jià)值 $25,000,000 $25,000,000 營(yíng)業(yè)凈收入$1,509,150$1,509,150 資本支出/儲(chǔ)量$120,000 $120,000 凈現(xiàn)金流量$1,389,150$1,389,150 互換率 5.66%4.33% 擴(kuò)大 0.96%3.30% 率6.62%7.63% 攤銷 0 30 Yrs. 貸款常數(shù)6.62% 8.50% 償債覆蓋率最小值 1.05x 1.15x 收益 $20,000,0