Very VERY small commercial deal with seller financing

Very VERY small commercial deal with seller financing

Developer · Upper Black Eddy, PA · Member since 2013 · 21 posts · 1 vote

I am considering the purchase of a small commercial mixed-use property.  It is a building with two current multi-year leases (post office, yoga studio...no history of lengthy vacancies), and a very small owner-occupied launderette (coin-op).  The long time owners want to retire.  The property cash flows.  The owners are willing to seller finance.  I'm not sure how to structure the deal.  I spoke with a local commercial banker and he recommends:

bank financing the purchase price for 20 years (5 years fixed and floating after that)

20% down

because sellers are motivated and have agreed to seller finance: he recommended having the sellers carry back a second mortgage which used to supplement our equity to come up with the down payment.

I have read that when seller financing the goal is get the seller to finance between 40-60% of the price.  In previous discussions with the seller, they agreed to seller-finance almost 70% of the deal (they just want their existing small mortgage satisfied so they can retire). Should the deal have a higher percentage of seller financing or is the seller financing a portion of the down payment a reasonable approach (the bank seemed to like that approach more)?   What kind of terms should be used with the seller financing portion?  How does this all work at closing (a double closing??) and how is that coordinated?

Thanks,

Kathleen

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Investor, Entrepreneur, Educator · Springfield, MO · Member since 2009 · 21k+ posts · 12k+ votes
11y

LOL, typical banker! Let me make a loan and reduce my risk while you're at it!

So long as your post office isn't scheduled to be closed, you can't ask for a better tenant than the government! I suggest you check on the status of the P.O.

There is no ideal LTV to shoot for with seller financing, if the project cash flows at 100% then that can certainly be the best amount and I've done many at 100%, some at even more where the seller kicks in cash to a project! So, there isn't some optimum amount.

When you're dealing with older sellers, you may find they owned the property since dirt was invented, it's fully depreciated which means that depreciation will be recaptured for taxes, they don't like paying taxes anymore than anyone else. So, the amount they may want to carry back could be 100%, but their concern will be risk of default where they want a hefty down payment to secure their position, that makes sense.

You said this was very small, in the commercial world it may be, I doubt it's that small with two tenants. When a seller is willing to carry the financing, first thing to address is the amount in relation to the sale price and a buyer needs to ensure the price is not inflated, the seller needs to assess ability to pay and their security.

After a seller like this reviews their tax position, they will have a better idea as to what they may be willing to do.

I won't ask private information in a forum (you can always PM me on this) but you may be a bit more creative and pledge other assets to compensate for the down payment and often a seller is willing to go there to avoid the tax dig.

Another issue is in dealing with older sellers, elderly and you can be the hero in assisting them in protecting their asset (note) according to their needs. If these sellers are not "wealthier" owners, just mom and pop types, they may have issues in their retirement planning, their health concerns and their ability to qualify for health benefits, holding a note can be a blessing or it can cause a chunk to be lost. I won't attempt to address the issues here, but they need to look down the road as this may effect their willingness to accept a longer amortization or hold the note longer than they may initially think. This effects the term of the financing, for you, the longer the better.

I approach interest rates as a buyer from the standpoint of; if they were to receive the full amount at closing and after paying taxes, what alternative investment they have available to them to create an annuity income or to simply invest in, what rate would they be getting? I can assure you, unless this seller is a lender type, the interest will be much lower than what they may ask for. The rate needs to be fair to both parties and the rate is a reflection of the risk they assume, it is not just some arbitrary number pulled out of the air.

A seller financing a property they have owned in an equity funded loan has a lower risk of the unknown than any bank, they know exactly what the property is, they owned it! They will also be getting the property back without matters of collateral equities that banks or a cash lender contends with, so actually, there is little collateral risk, it's pretty much limited to the maintenance and upkeep of the collateral and that can be addressed in the note and security agreement. They have pretty much assumed the same risks by leasing the property.

Their risk then is in the credit risk, your ability and willingness to pay. Much of this can be hedged by the assignment of rents which is a standard measure, that in the event of default they will have the right to collect rents.

Another aspect of reducing risks pertaining to both you and a seller is having the note serviced, administered where the servicer ensures that payments are properly allocated, where you obtain a verifiable credit reference that a private note holder can't offer, where insurance and taxes are accounted for and managed, with the necessary tax filings are accomplished for both parties and that can eliminate any loan collection or compliance matter for both of you.

It may also be possible to obtain a bid to purchase the loan in the future where the seller has an option down the road to acquire cash if required, they may sell part or all of the note and this is another important factor with older/elderly note holders, a servicier may accomplish this, a big benefit to both of you actually, you don't want just any Joe Blow end up with your note, IMO.

You have a banker that appears to be willing to take the collateral and make a loan, unless he dies and bank policies change (unlikely) the bank will probably be available to you to refinance the obligation if that becomes necessary, but if you structure this in a beneficial way for the seller, you may not have this issue, but it's prudent to have the option. A commercial loan will be more expensive to obtain or refinance, I would suggest you shoot for 40% equity at any time a refi might be necessary to allow the costs of the loan to be rolled into the loan amount.

Tell, you what, instead of me typing a book, I'll volunteer to assist you initially to get you and them started, I'll be happy to speak to you, them or any attorney or other advisor in the matter for you. Free suggestions, how's that?

I can tell you, devising a good and compliant seller financed transaction is not a simple matter and you need professional advice. Good luck!  :)  

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  • Real Estate Broker · Tampa, FL · Member since 2014 · 59 posts · 9 votes
    11y

    @Kathleen DeNault-Ridge 

    Its sounds to me the banker is coming from his perspective...maybe find out how much mortgage is left if it's less than the 30% down then maybe see about the payoff being the downpayment and the rest of the terms (thier monthly payment) talior it around the cash flow of the building where you can cover expenses, pay them, and make a profit after that a I'm pretty sure a real estate attorney can write everything up. Remember if they're seller financing their the bank.

  • Investor · San Ramon, CA · Member since 2011 · 1k+ posts · 569 votes
    11y

    The bank is going to need to be in first position but personally I don't like floating interest rates as they are an unknown risk.  If the seller is willing to go fixed rate and a nice long amort, I'd maximize what they'll finance and get the rest from the bank to cover what the seller needs to get out.  I'm a big proponent of putting as little cash as needed into a deal... especially with the interest rates now.  Cash does 2 things for you... gives you reserves to get through rough times and also allows you to pursue other deals which should be fairly easy to find if all you need to beat is the 4.25% interest rate you're paying on other people's money...

  • Roy N.Pro Member
    Rental Property Investor · Fredericton, New Brunswick · Member since 2013 · 7k+ posts · 4k+ votes
    11y

    @Kathleen DeNault-Ridge 

    Have you determined the degree of carry-back the vendors are willing (or wanting) to hold?   It is possible the vendors may wish to carry the entire financing for 3-5 years as it would afford them some control over their capital gains (they could defer over a period of time) and may mitigate their taxes due.

    I'm not as familiar with the details in the U.S.A. (@Steven  Hamilton II could provide clarity), but here in Canada, the vendor would have to declare a certain percentage of the sale each year over five years, regardless of whether you paid that amount of principal each year or if you paid only/primarily interest with a balloon payment at the end.

    I would explore this before going to a conventional lender to carry a primary (1st) position for 75 - 85% LTV. Real estate deals are all about solving problems and creating positive outcomes for both parties: here you have the opportunity to possible secure an interest-only note with minimum (to no) principal repayment while providing the vendor with an opportunity to reduce their taxes.

    With respect to mortgage, I'll offer a contrary position to @Nathan Emmert as we make extensive use of variable rate notes/mortgages.  However, I will also offer the caveat that variable rate mortgages in Canada are more attractive than what I have encountered in the U.S.A..  Coupled with the fact that all mortgage terms here are <=10yrs - with 5yrs being the most common term - a variable rate mortgage is typically a full percentage (1.0) or more lower than a fixed-rate mortgage of the same term.

    If the vendor agrees to carry 100%, then you can create your own loan terms (within financial compliance) irrespective of what conventional lenders offer  - say 5-yr, interest only - or interest only regular payments with a 5% principal repayment requirement per year - at a fixed rate of 5%.

  • Investor, Entrepreneur, Educator · Springfield, MO · Member since 2009 · 21k+ posts · 12k+ votes
    11y

    LOL, typical banker! Let me make a loan and reduce my risk while you're at it!

    So long as your post office isn't scheduled to be closed, you can't ask for a better tenant than the government! I suggest you check on the status of the P.O.

    There is no ideal LTV to shoot for with seller financing, if the project cash flows at 100% then that can certainly be the best amount and I've done many at 100%, some at even more where the seller kicks in cash to a project! So, there isn't some optimum amount.

    When you're dealing with older sellers, you may find they owned the property since dirt was invented, it's fully depreciated which means that depreciation will be recaptured for taxes, they don't like paying taxes anymore than anyone else. So, the amount they may want to carry back could be 100%, but their concern will be risk of default where they want a hefty down payment to secure their position, that makes sense.

    You said this was very small, in the commercial world it may be, I doubt it's that small with two tenants. When a seller is willing to carry the financing, first thing to address is the amount in relation to the sale price and a buyer needs to ensure the price is not inflated, the seller needs to assess ability to pay and their security.

    After a seller like this reviews their tax position, they will have a better idea as to what they may be willing to do.

    I won't ask private information in a forum (you can always PM me on this) but you may be a bit more creative and pledge other assets to compensate for the down payment and often a seller is willing to go there to avoid the tax dig.

    Another issue is in dealing with older sellers, elderly and you can be the hero in assisting them in protecting their asset (note) according to their needs. If these sellers are not "wealthier" owners, just mom and pop types, they may have issues in their retirement planning, their health concerns and their ability to qualify for health benefits, holding a note can be a blessing or it can cause a chunk to be lost. I won't attempt to address the issues here, but they need to look down the road as this may effect their willingness to accept a longer amortization or hold the note longer than they may initially think. This effects the term of the financing, for you, the longer the better.

    I approach interest rates as a buyer from the standpoint of; if they were to receive the full amount at closing and after paying taxes, what alternative investment they have available to them to create an annuity income or to simply invest in, what rate would they be getting? I can assure you, unless this seller is a lender type, the interest will be much lower than what they may ask for. The rate needs to be fair to both parties and the rate is a reflection of the risk they assume, it is not just some arbitrary number pulled out of the air.

    A seller financing a property they have owned in an equity funded loan has a lower risk of the unknown than any bank, they know exactly what the property is, they owned it! They will also be getting the property back without matters of collateral equities that banks or a cash lender contends with, so actually, there is little collateral risk, it's pretty much limited to the maintenance and upkeep of the collateral and that can be addressed in the note and security agreement. They have pretty much assumed the same risks by leasing the property.

    Their risk then is in the credit risk, your ability and willingness to pay. Much of this can be hedged by the assignment of rents which is a standard measure, that in the event of default they will have the right to collect rents.

    Another aspect of reducing risks pertaining to both you and a seller is having the note serviced, administered where the servicer ensures that payments are properly allocated, where you obtain a verifiable credit reference that a private note holder can't offer, where insurance and taxes are accounted for and managed, with the necessary tax filings are accomplished for both parties and that can eliminate any loan collection or compliance matter for both of you.

    It may also be possible to obtain a bid to purchase the loan in the future where the seller has an option down the road to acquire cash if required, they may sell part or all of the note and this is another important factor with older/elderly note holders, a servicier may accomplish this, a big benefit to both of you actually, you don't want just any Joe Blow end up with your note, IMO.

    You have a banker that appears to be willing to take the collateral and make a loan, unless he dies and bank policies change (unlikely) the bank will probably be available to you to refinance the obligation if that becomes necessary, but if you structure this in a beneficial way for the seller, you may not have this issue, but it's prudent to have the option. A commercial loan will be more expensive to obtain or refinance, I would suggest you shoot for 40% equity at any time a refi might be necessary to allow the costs of the loan to be rolled into the loan amount.

    Tell, you what, instead of me typing a book, I'll volunteer to assist you initially to get you and them started, I'll be happy to speak to you, them or any attorney or other advisor in the matter for you. Free suggestions, how's that?

    I can tell you, devising a good and compliant seller financed transaction is not a simple matter and you need professional advice. Good luck!  :)  

  • Investor · Sherman Oaks, CA · Member since 2008 · 6k+ posts · 3k+ votes
    11y
    Originally posted by @Bill Gulley:
    .....I approach interest rates as a buyer from the standpoint of; if they were to receive the full amount at closing and after paying taxes, what alternative investment they have available to them to create an annuity income or to simply invest in, what rate would they be getting?...
    I used to sell annuities for a BIG 3 Insurance company.

    http://www.investopedia.com/university/annuities/

    Good primer on annuities at the above link.

    This is my BP POST OF THE DAY! 
    Bill Gulley ROCKS!
  • Investor, Entrepreneur, Educator · Springfield, MO · Member since 2009 · 21k+ posts · 12k+ votes
    11y

    Well, thank you Brian, but that quote, the last sentence wasn't mine, saying I sold annuities for the big 3.......while true, in my old financial planning days, I didn't post that, so your comment probably got tied up in mine. I know Brian use to be in financial services as well. No problem, just didn't look right.

    You will be adding to the expense, compliance and overall brain damage with any adjustable rate note, I suspect this is not in the big bucks where the investment would be that rate sensitive for either party, I wouldn't go there on this one.

    You could have escalating rates determined at future dates, under restrictions with justifications, the increase would then adjust on a low principal balance and may not make much of an impact on payments really, more of an incentive of the holder to keep it going, it would also increase the note value a bit, but I'd not get near annual adjustments. I like the KISS method over the convoluted gyrations that might be accomplished.  :)

  • Rental Property Investor · MA · Member since 2014 · 420 posts · 213 votes
    11y

    @Kathleen DeNault-Ridge  Hey there.  My comment is on the post office not the financing.  The PO 3 miles from my house is a single tenant and the building is for sale and very favorably priced.  When I was finally able to get in touch with someone it became obvious there is no guarantee they will/can stay in the location when the lease is up.  Many POs are moving to a newer model to reduce head count and need.

    I am not trying to be a downer but I would say call your state office and get a way of the land.  With the amount of debt and possible take over there could be risk.

  • Queen Creek, AZ · Member since 2014 · 2k+ posts · 1k+ votes
    11y

    A couple of ideas you might consider,  If they want to minimize taxes but are concerned with risk, offer to escrow cash equal to some number of payments, with the money being pledged to cover payments if you are delinquent.  After a certain period of time, the money gets released back to you, either all at once or incrementally as you hit milestones for onetime payments.  

    Make sure to push for a right of first refusal if they decide to sell the note.  That way if they or their heirs choose to sell at a discount in the future you can benefit from the lower price as long as you can find financing.

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