OPM

Alec J. Pacella, CCIM

With lunchbreak now behind us, the school day moves on as we head to fifth period. We lingered a little too long at the lunchroom table and our next class is a double period so there is no time to waste!

It’s very popular for a real estate investment to include capital from sources in addition to the investor’s equity. The most common form is a mortgage, sometimes called a permanent loan, and many think that a loan is a loan is a loan. But that is not always the case. While a traditional mortgage is a very common tool used by investors, it’s not the only way to use other people’s money (OPM). To learn more about some alternatives, read on.

Construction loan

A construction loan is specifically used to finance a construction project. These are typically negotiated between a developer and a lender, with the loan being used to fund construction costs. But it is very different in its structure and characteristics. Construction loans have relatively short terms, usually one to three years, while permanent loans are much longer. A construction loan is disbursed from the lender to the borrower/developer gradually as the project progresses. These usually take the form of “draws,” with the borrower making a request to fund a specific amount. During the time, the only repayment obligation is the interest associated with the outstanding loan balance for a given time period and the interest is based on a short-term variable or floating rate. Once the project is completed, the entire outstanding balance is due in full. This is usually accomplished by using a permanent mortgage.

Bridge loan

A loan is sometimes used to cover the time period between the construction loan ending and the permanent loan commencing. A common scenario is the development of a speculative project, where the building is completed without sufficient tenant commitments in place that would be necessary to qualify for a permanent loan. The construction lender will want to have their loan retired when the project is physically completed but the permanent lender may not be willing to disburse funds until the building is substantially occupied. A short-term loan, sometimes called a “mini-perm,” is a common way to fill this gap.

Second Mortgage

Mortgages are ranked in terms of priority and any type of mortgage that is subordinated to the first mortgage is called a second mortgage. Second mortgages carry greater risk than first mortgages because of the potential to be eliminated should there be a foreclosure of the first mortgage. This is particularly true if the value of the property has decreased since the loan(s) were originated. Therefore, second mort- gages usually carry a higher interest rate and have a shorter outstanding term. The second mortgage holder typically gives notice of this encumbrance to the first mortgage holder and the first mortgage holder usually must consent to allow the creation of a second.

Mezzanine loan

An alternative to using a second mortgage to obtain additional financing is to use a mezzanine or “mezz” loan. It is different than a second mortgage because it is secured by the investor’s equity in the property instead of being collateralized against the real estate. As a result, if there is a default on repayment of the mezz loan, the lender would engage in legal proceedings that would give them an equity interest in the property. The mezz lender usually will enter into an agreement with the first mortgage holder to have a right to take over the mortgage should there be a default by the borrower. Mezz debt typically has an associated interest rate that is several percentage points higher as compared to the first mortgage and the repayment of the mezz loan ranks ahead of any cash distributions made to the equity investor but obviously behind any loans that have priority.

Convertible loan

This type of loan is similar to a mezz loan in that it is provided to the borrower and collateralized against the borrower’s equity interest. But in this instance, the loan holder has the right to convert the debt into a share of the equity rather than have the obligation repaid or retired. The timing, terms and result of a conversation will vary and be clearly spelled out in the loan document.

Participation loan

This is a mortgage secured against the real estate that typically has an associated interest rate lower than that of a traditional loan. In exchange for achieving a favorable rate, the borrower agrees to allow the lender to share in the upside of the investment. This sharing can come from various sources. The lender could receive a percentage of gross income, net operating income or cash flow after debt service and/or can share in the gain achieved because of the property being sold or refinanced. The agreement related to a participation loan is highly negotiable and there is no standard structure.

Joint venture

While not a loan in a traditional sense, a joint venture has several characteristics of an encumbrance in exchange for a stake in the real estate. In a joint venture, or JV, two or more parties share in the ownership of a real estate venture. This can be an effective way to pool equity from more than one source, as well as include parties with different expertise, capacity or access to capital. As with a participating loan, there are all sorts of arrangements and structures for a JV.As you can see, a loan is not always a loan, at least not in the way we traditionally think. Next month, we will roll into the second part of this class as we will dig a little deeper into some ways to analyze a few of these alternative approaches, as using OPM sometimes is a result of thinking outside of the box.

Alec Pacella, CCIM, president at NAIPleasant Valley, can be reached by phone at 216-455-925 or by email at [email protected].

Properties Magazine, February 2023