Define: Commercial Mortgage

Quick Summary of Commercial Mortgage

A commercial mortgage is a type of loan secured by commercial real estate, such as office buildings, retail spaces, industrial properties, or multifamily residential buildings. Unlike residential mortgages, which are typically used to finance homes, commercial mortgages are used to finance income-producing properties for business purposes. Commercial mortgages are usually obtained by businesses or investors looking to acquire or refinance commercial real estate properties. The loan terms, interest rates, and repayment schedules for commercial mortgages may vary depending on factors such as the borrower’s creditworthiness, the value of the property, and prevailing market conditions. In the event of default, the lender may foreclose on the property to recover the outstanding debt, similar to residential mortgages. Commercial mortgages play a vital role in financing commercial real estate projects and can provide businesses with access to capital for expansion, development, or investment purposes.

A commercial mortgage is a loan made using real estate as collateral to secure repayment.

A commercial mortgage is similar to a residential mortgage, except the collateral is a commercial building or other business real estate, not residential property.

In addition, businesses typically take on commercial mortgages rather than individual borrowers. The borrower may be a partnership, incorporated business, or limited company, so assessment of the creditworthiness of the business can be more complicated than is the case with residential mortgages.

Some commercial mortgages are nonrecourse; that is, in the event of default in repayment, the creditor can only seize the collateral but has no further claim against the borrower for any remaining deficiency. The general reason for this is twofold: many laws significantly prevent the creditor from going after the borrower for any deficiency, and mortgages structured for sale as bonds give a higher priority to constantly receiving some sort of income and therefore require a clause which allows the lender to take the property immediately, regardless of bankruptcy proceedings that the borrower might be going through.

Frequently, the mortgage will also include a general obligation from the borrower or a personal guarantee from the owner(s), making the debt fully repayable even if the foreclosure of the mortgaged collateral does not cover the outstanding balance.

Applications Of Commercial Mortgage Loans

Common applications of commercial mortgage loans include acquiring land or commercial properties, expanding existing facilities or refinancing existing debt. Common commercial properties are zoned for office, retail, & industrial purposes.

Commercial premises are purchased for many reasons. One may require bigger premises to cope with expansion, or you may be buying property whereby the property is directly linked to a business, e.g., a hotel. Commercial Mortgages are usually made with terms less than 10 years, but maybe much longer than this. The Property itself is usually at risk if payments are not made on time.

Commercial mortgages are often used for a variety of purposes, including:

• To purchase the premises of the business.
• For the extension of existing premises.
• Residential and commercial investment.
• Developing the property in other ways.

Lenders’ Criteria

Most banks and building societies offer commercial mortgages, but you must satisfy the lenders’ criteria for qualification. The primary criterion is the debt service coverage ratio or the ratio of cash available to the required loan payments. Some lenders may accept applications where there is an adverse credit history, but most require a positive personal credit rating and clear evidence that your business is creditworthy. Most will apply a loan-to-value ratio and will expect you to invest a proportion of your own money into the purchase.

The lender’s decision will also depend on your current business circumstances; a commercial lender will expect your business to be stable and profitable. They may ask to see your business plan and long-term financial projections to assure themselves that your business has, and will continue to have, the ability to make repayments on the loan. Some lenders impose restrictions on the uses of commercial premises and certain business concerns may be excluded altogether. The terms of a commercial mortgage will depend largely on the type of business you’re running and the type of premises or land you want to buy. This is a complex area and it’s essential that you seek specialist advice from your solicitor and probably a chartered surveyor.

Underwriting Standards

Commercial Mortgage loans are almost always designed to be underwritten based entirely on the attributes of the property being mortgaged, as opposed to the credit attributes of the borrower. To facilitate this, many times lenders require the property to be owned by a single asset entity, such as a corporation or an LLC created specifically to own just the subject property. This allows the lender to foreclose on the property in the event of default even if the borrower went into bankruptcy (the entity is known as “bankruptcy remote”). In a normal residential mortgage, a lender would have a difficult time selling a property if the bankruptcy court case is still pending.

Lenders usually also require a minimum debt service coverage ratio, which typically ranges from 1.1 to 1.4; the ratio is net cash flow (the income the property produces) over the debt service (mortgage payment). As an example, if the owner of a shopping mall receives $300,000 per month from tenants and pays $50,000 per month in expenses, a lender will typically not give a loan that requires monthly payments above $227,273 (($300,000-$50,000)/1.1), a 1.1 debt cover.

Lenders also look at loan-to-value (LTV). LTV is a mathematical calculation which expresses the amount of a mortgage as a percentage of the total appraised value. For instance, if a borrower wants $6,000,000 to purchase an office worth $10,000,000, the LTV ratio is $6,000,000/$10,000,000 or 60%. Commercial mortgage LTV’s are typically between 55% and 70%, unlike residential mortgages, which are typically 80% or above.

Interest Rates

Interest rates for commercial mortgages are usually higher than those for residential mortgages.

The most common commercial mortgage is a fixed-rate loan, where the interest rate remains constant throughout the term. This must not be confused with the typical residential loan, which uses the term to denote a 30-year term mortgage that comes with a rate fixed for 30 years. Most commercial loans have fixed periods between 3 and 10 years. The biggest reason for this is the source of funds. Many banks borrow their money to lend from the federal government at a wholesale cost and repackage the money for retail lending. Since the Fed Rate can change every 3 months or so, banks typically do not want to run the risk of their funds costs exceeding the income derived from interest through a loan made to consumer. These loans are typically based on the yields of treasuries, swaps, corporate bonds, or CMBS rates. Loans can also be variable or capped. These rates are usually based on an index such as LIBOR.

A second commercial mortgage is an additional loan on a commercial property secured behind that of the first lien. The second mortgage is subordinate to the first mortgage and therefore carries a higher interest rate due to the higher risk of not being able to recover all losses should the loan default.

Agency Mortgages

In residential lending in the United States, the market evolved from one where banks extended loans to borrowers to one where banks extended loans, but those loans were securitized and sold off as bonds. The government-sponsored enterprises Fannie Mae and Freddie Mac were created to assist banks in doing this by stamping the bonds with a guarantee of timely payment, even if the homeowner was late on their payment.

However, if the commercial mortgage market for apartment buildings of 5 or more units, Fannie Mae and Freddie Mac do even more than this,. Essentially, they lend their own money and then securitize the bonds themselves, leaving banks to handle the servicing (i.e., billing, etc.) of the loan. They have come to dominate the market for apartment lending “Commercial/Multifamily Mortgage Debt Grows in Q3” (2008-07-01). Retrieved on 2008-07-01. As of December 17, 2007, GSE’s were reported to hold 34% of total debt outstanding for a multifamily property. Given the recent liquidity crisis due to the subprime crash of 2007 & 2008, these numbers are reported to be even higher by the Mortgage Bankers Association.

The financial institutions that work to obtain the loans for Freddie Mac or Fannie Mae are then primarily agents, and for this reason, this area of lending is known as Agency Lending.

Second-layer Lenders

A group called second-layer lenders became an important force in the residential mortgage market in the latter half of the 1960s. These federal credit agencies, which include the Federal Home Loan Mortgage Corp., the Federal National Mortgage Association, and the Government National Mortgage Association, conduct secondary market activities in the buying and selling of loans and provide credit to primary lenders in the form of borrowed money. They do not have direct contact with the individual consumer.

Federal Home Loan Mortgage Corporation

In 1970, the Federal Home Loan Mortgage Corporation, sometimes known as Freddie Mac, was established. This corporation is designed to promote the flow of capital into the housing market by establishing an active secondary market in mortgages. It may by law deal only with government-supervised lenders such as savings and loan associations, savings banks, and commercial banks; its programmes cover conventional whole mortgage loans, participations in conventional loans, and FHA FHA and VA loans.

Federal National Mortgage Association

Known in financial circles as Fannie Mae, this association was chartered as a government corporation in 1938, rechartered as a federal agency in 1954, and became a government-sponsored, stockholder-owned corporation in 1968. Fannie Mae, which has been described as “a private corporation with a public purpose”, basically provides a secondary market for residential loans. It fulfils this function by buying, servicing, and selling loans that, since 1970, have included FHA-insured, VA-guaranteed, and conventional loans. However, purchases outrun sales by such a wide margin that some observers view this association as a lender with a permanent loan portfolio rather than a powerful secondary market corporation.

Government National Mortgage Association

This association, which is often referred to as Ginnie Mae, operates within the Department of Housing and Urban Development. In addition to performing the special assistance, management, and liquidation functions that once belonged to Fannie Mae, Ginnie Mae has an important additional function: issuing guarantees of securities backed by government-insured or guaranteed mortgages. Such mortgage-backed securities are fully guaranteed by the U.S. government as to timely payment of both principal and interest [1].

Conduit Mortgages

In the early 1980s, Investment Banks such as Salomon Brothers worked with banks and the government-sponsored entities Fannie Mae and Freddie Mac to develop ways for banks to be able to sell their home mortgage loans as bonds into the bond market. By doing this, banks would free up funds to continue to make more loans, as well as earn fees upon the sale of the loans while leaving little or no of their own money at risk. However, similar developments in commercial mortgages were slow to appear. The first movement in this area came with savings and loan failures. The government set up a company known as the “resolution trust company” which would buy commercial mortgages from failed savings and loans and then turn them into bonds. In the early to mid-nineties, this led the staff of the Japanese Investment Bank Nomura in San Francisco to develop programmes to convert commercial mortgages into bonds, primarily by making new commercial mortgage loans with clauses and structures which made them more like what bond investors want to invest in. The main thing that bond investors did not like about mortgages is that the borrower could repay the loan at any time (which was usually done when interest rates went lower, causing the bond investor to lose out on their high-rate bond and having to reinvest in new low-rate bonds). While the government did not like restrictions on prepayment penalties being required of regular homeowners, Nomura and other investment banks began to structure commercial mortgages that absolutely forbid prepayment penalties in exchange for dramatically lower interest rates (and also allowing new buyers of the property to take over the existing loans). The loans that were specially designed to be turned into bonds became known as “conduit loans”. Because of the rule against prepayment, for a borrower to prepay a conduit loan, the borrower will have to buy enough government bonds (treasuries) to provide the investors with the same amount of income as they would have had if the loan was still in place. This is known as defeasance. When a property defecates, the bond it is in will increase in value since the higher-risk real estate collateral is being replaced with lower-risk US Treasury securities.

Conduit loans have been part of a trend in the investment banking industry to become more “vertically integrated.”. That is, instead of helping banks and other lenders provide fixed-rate products and replenish funds by selling off loans as bonds, investment banks have taken to making the loans themselves and then selling the bonds themselves. In fact, many times the investment banks make little or no money on the loan itself and only make money by selling and trading bonds. For this reason, these forms of loans are usually at a better interest rate than is possible through other forms of bank lending.

Like most residential mortgage loans that are sold as bonds to bond investors, investment banks usually create multiple classes (known as ‘tranches’) of bonds based on the same pool of mortgages. The tranches might be ranked so that the first class takes all of the losses on the mortgage loans up to a certain point in exchange for having a higher interest rate paid to them. The second class may only take losses when the losses reach a certain point for the first class of bondholders, in exchange for a lower interest rate. In this way, one set of mortgages could be used to create bonds that appeal to a wide range of investors.

With the subprime mortgage crisis, investors have stopped buying the majority of classes of commercial mortgage-backed securities, and therefore, most conduit loans are no longer available at good interest rates. This is due to a few factors: While there is concern that the residential mortgage crisis will have an adverse effect on commercial real estate, the biggest issue is that both subprime mortgage bonds and commercial mortgage bonds have been arguably constructed incorrectly, with the investment banks underestimating the losses that might occur for each tranche and undercompensating the tranches as a result (and also underpricing the original loan). It is not clear at this time whether new commercial mortgage-backed securities will again begin to be issued in an orderly fashion and, if so, whether the tranche system might be fundamentally changed. However, this is an issue for the commercial real estate market in general, as other lenders (banks, Fannie Mae/Freddie Mac, and life insurance companies) will be able to make up for the lost conduit loan availability.

Disclaimer

This site contains general legal information but does not constitute professional legal advice for your particular situation. Persuing this glossary does not create an attorney-client or legal adviser relationship. If you have specific questions, please consult a qualified attorney licensed in your jurisdiction.

This glossary post was last updated: 9th April, 2024.