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Mezzanine loans are
similar to second mortgages, except a mezzanine loan is secured by
the stock of the company that owns the property, as opposed to the
real estate.
If
the company (usually a LLC) fails to make the payments, the
mezzanine lender can foreclose on the stock in a matter of a few
weeks, as opposed to the 18 months it often takes to foreclose a
mortgage in many states. If you own the company that owns the
property, you control the property.
Our
own hard money company once had to foreclose a mortgage in New York,
and it took almost two years. Yikes! In contrast, a
mezzanine loan is secured by the stock of a company, which is
personal property and can be seized much faster.
Mezzanine loans are also fairly big. It is hard too
find a mezzanine lender who will slug through all of the required
paperwork for a loan of less than $2 million. It is
occasionally possible to obtain mezzanine loans as small as $1
million.
In
addition, mezzanine lenders typically want big projects. If
the property you are trying to finance is not worth close to $10
million, you may have a hard time attracting the interest of any
mezzanine lenders.
There
are three typical uses for a mezzanine loan. Suppose the owner
of a $10 million shopping center has a $5 million first mortgage
from a conduit. The owner wants to pull out some equity, but
he cannot simply refinance the shopping center because the first
mortgage has either a lock-out clause or a huge defeasance
prepayment penalty. In this instance, he could probably obtain
a $2.5 million mezzanine loan to free up some cash.
Suppose an experienced office building investor wanted to buy
a partially-vacant office building in a fine location. Once
again, assume that the purchase price is $10 million (when the
office building is still partially-vacant) and that the conduit
first mortgage is $5 million.
This
may surprise you, but the right mezzanine lender might be willing to
lend a whopping $4 million! But isn't that 90%
loan-to-value? Yes, but when the vacant space is rented -
remember, our buyer is a pro - the property will increase to $12
million in value. Suddenly the mezzanine lender is back to 75%
loan-to-value and his rationale is obvious. This kind of deal
is called a value-added deal.
The
third and final use of mezzanine loans is for new
construction. Suppose a developer wanted to build a 400 room
hotel across the street from Disneyland. Hotels today are out
of favor, and a commercial construction lender might only be willing
to make a loan of 60%
Loan-to-Cost
Ratio. If the total cost was $20
million, the developer would ordinarily have to come up with 40% of
$20 million or $8 million. That's a lot of dough.
A $3
million mezzanine loan solves the developer's problem. The
commercial construction lender would advance $12 million, the
mezzanine lender would make a $3 million mezzanine loan, and the
developer would "only" have to come up with $5
million.
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