Are there any workarounds for REO "no-assign" purchase offers?

Are there any workarounds for REO "no-assign" purchase offers?

Investor · Snohomish, WA · Member since 2014 · 115 posts · 68 votes

My main REI niche is newly-undervalued raw rural acreage in Snohomish county, WA, near Seattle. My general investing strategy is to "clip off" the land's surplus transferable development rights for later sale to urban mixed-use mid-rise developers who need them and then flip the residual land, also at a tidy profit, on seller note terms. This new REI niche only works in Snohomish county, but I have no competition.

My biggest challenge right now is that it's going to be another six months to a year before the market demand for these high value TDR credits launches. It's a matter of one final passing of a piece of legislation for county growth management, for an area-wide multi-family rezone that has been in the works for years. 

The final vote is currently scheduled for two weeks from now, but it's still going to take some time for the local mixed-use developers to see the many new opportunities. 

Anyway, in the meantime, my family still has to eat. So, as I cruise the MLS for new arbitrage land acquisition deals to line up, I stay tuned for other opportunities to make a quick happy bridge-funding buck.

One of these side niches is spotting SFR wholesale opportunities with plenty of profit margin to pass along to the buyer, in exchange for a modest finder's fee. I actually see these fairly regularly, but not usually with the double-your-money-fast upside of this new one.

I just learned of a good house (bank REO) that just came back on the market, after being "Pending" for four months. It originally went Pending in 11 days, which is very fast in this market. No idea why that deal went south, but someone sure snapped it up in a hurry at this price.

The exact details aren't pertinent to the main topic of getting past no-assign purchase contract restrictions but, if only for the entertainment of the deal gurus, I'll throw in the basics anyway. Someone might have better ideas on my deal strategy than mine, too. 

I know this small nice quiet rural neighborhood very well, which is how I spotted the high value. This property is a 3/1 of about 1,000k' on a very-usable and private jumbo lot surrounded by trees. Stick-built, not a mfg. home or mobile. About 40 years old, with decent kitchen and bathroom. With a garden cleanup, it will show well from the curb.

Perfect for either a rental with excellent cashflow, owner-occupied or, with summer lake recreation and winter snow skiing nearby, even AirBnB. Full in-town services are less than 10 minutes away.

The asking price is in the very low $100's, which is about as low as any house around here ever gets, no matter what's wrong with it - that's the minimum land value of a ready-to-build lot. 

To be rentable, it needs a garden cleanup and used kitchen stove. For fix-and-flip, I'd replace the ugly and dated, if serviceable, floor coverings. But, pending my own inspection, that's really about all it needs to hit market value.

There is a near-direct comp across the street: 

A 2/1.75 with just a few more square feet size, on a comparable lot. Earlier this year, someone did a moderate-quality remodel on this one and quickly resold it for $235k. It went Pending in 9 days, at $7k over the listing price. 

Most local sales take months of showing and usually close for under the asking price, so this kind of bidding war is very rare. All this tells me that the comp was priced too cheaply. It closed a month later.

So, I'm really motivated to find a way to put this new deal together for a quick wholesale flip. 

I've got a couple of challenges, however:

1. I don't have the cash to just buy this property. My current holdings have me all-in. But, if I did, I would. 

Then, I'd do a quick cleanup and flip it for top dollar on longer term interest-only seller financing terms. Then sell a chunk of the new note's cashflow for fast cash in order to recoup the original capital plus a modest profit now, with a much bigger locked-in profit not far down the road. Lather, rinse, repeat. 

Borrowing the money is not an option. And, I don't have any potential JV partners in my network who can pony up even a low six figures in fast cash.

2. This is an active MLS-listed property and I don't expect it to last long. But, I don't presently know of any wholesale buyers in the Seattle area who would pay me a bird dog fee just to tell them where to look on the MLS. I know that having a wholesale property under contract before shopping it is key to keeping buyers honest.

(There probably are Seattle area wholesale buyers who operate on a "hand shake honor" basis, but I haven't met them, yet. If you are, please PM me.)

3. This is a bank-owned property and, according to my agent, they absolutely insist on "no-assign" purchase offers, where I cannot resell the accepted contract to someone else. This is where I'm stuck. 

I've run into this no-assign restriction on court-supervised bankruptcy liquidations, too. So, this is not an uncommon barrier to us fast-turn REI folks.

I thought that I came up with a new workaround that I've never heard of, that I call a "Double Offer:" 

The way that this would work to end-run a no-assign is that I'd submit to the bank an accepted offer, then the new buyer would submit a (Pending inspection) backup offer that also gets accepted. 

At that point, they do their inspections and, if they want the property, they pay me an agreed amount to rescind my offer, which puts them straight into escrow. Everyone gets what they want without undue delays. Win/win/win.

However, my agent tells me that this large national bank, in addition to a mandated no-assign, also doesn't accept backup offers, either. So, that pops that bubble.

Does anyone in BP Land know of a strategy around these no-assign purchase offer restrictions? Or, have any better ideas than mine on anything?

Thanks!

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Crystal SmithPro Member
Moderator
Real Estate Broker · Chicago, IL · Member since 2014 · 2k+ posts · 1k+ votes
10y
Originally posted by @Chris Newman:

1. I don't have the cash to just buy this property. My current holdings have me all-in. 

Does anyone in BP Land know of a strategy around these no-assign purchase offer restrictions? Or, have any better ideas than mine on anything?

  1. I believe you have 2 options
  • Use transactional funding & double close- You close w/ your transactional lenders funds in the morning;  your buyer closes on the same day.  Keys- You'll need a Title Company that understands this & a buyer that you can coordinate w/ to ensure their funds are escrowed on the same day you close
  • I believe someone in the thread mentioned selling the LLC as a way around the assignment clause. Another option, depending on your state law, is to purchase the property in a Land Trust then assign the beneficial interest of the trust to your buyer. The trust still closes so there's no assignment. Caveat on this: If your buyer intends on borrowing money for the deal then he'll need to check w/ the lender to ensure they will allow closing inside of a Trust.
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  • Joe VilleneuvePro Member
    Plymouth, MI · Member since 2013 · 13k+ posts · 19k+ votes
    10y

    Yes. Make the offer in the name of an LLC. When the offer is accepted, the buyer is the LLC. Then instead of assigning anything, just sell the LLC. The closing takes place, the buyer and seller are the same as on the PA...just a different owner/member of the LLC (buyer)

  • Investor · Snohomish, WA · Member since 2014 · 115 posts · 68 votes
    10y

    Thanks @Joe Villeneuve !

    Actually, I knew of the LLC trick. I already own a property under an LLC, with a seven-figure equity that I won't be able to harvest for up to a year. I didn't mention this in order to try to keep a too-long post from going even further overboard.

    Because of the high equity value, I don't want to co-mingle this property with others, as well as having new temporary Members coming and going. Tight bylaws would theoretically keep the risks of this low. 

    But at age 66, my trust in almost everything that requires signed documents is growing ever-lower, especially when the potential for sharks is in the equation. There are lots of sharks in REI and lawsuits can be tedious time-wasters.

    I can also see some potential SEC issues with frequently selling and liquidating temporary Memberships inside the same entity. While a simple one-shot LLC deal probably wouldn't raise any red flags, there are definite limitations on soliciting for new Members who would rotate in and out, as this would technically be. The last thing I want is having the Feds on my case.

    However, the simple LLC trick would not have worked in this case. Two reasons: Time and Money.

    1. Time: I learned of this deal coming back on the market through a Redfin email notification just after lunch last Wednesday, the day before the long Thanksgiving weekend. I immediately contacted my agent and said that I wanted to get an offer on the table to at least the listing agent by that afternoon, in order to avoid what would surely be a rush of offers on Black Friday and throughout the weekend. 

    I could only hope that someone else wouldn't come in with a slightly higher offer and that my offer would be on the top of the stack for the bank officer to consider on Monday. That's when I learned of the bank's no-assign restriction and started looking for end-runs around it. 

    But, it takes several working days to fire up a new LLC in Washington. If I had started the online process to form a new LLC that same day, it might not have even been completed by today, 6 days later.

    Theoretically, I could have made the offer under an LLC name that didn't yet exist, with the expectation of getting it formally created before I had to prove it. Since this was a 10-day live-or-die window, in which time I also had to find a buyer, I could have probably gotten away with it.

    But, that probably would have been criminal fraud, if only at the bubble-gum level, and I just don't go down that stress-filled road. I've got enough things to worry about without adding a fear of getting caught and I like sleeping at night. 

    2. Money: In WA, it costs nearly $400 to launch an LLC. I wasn't kidding when I wrote above that I'm "all-in" with my current investments. We're living on peanut butter until I either find a JV partner or the final piece of TDR legislation passes and the market demand for these high-margin credits finally launches sometime next year. i.e. I don't have the $400 to spare on a purely speculative possibility, and an offer that might not even be accepted in the first place.

    Wholesaling is a small sideline for me, not a primary investment niche in which I want to pre-invest a lot of time and money for what are relatively nickels and dimes. At least, compared to my main rural land investment gig expectations. 

    That said, in the future, when I can afford it, or find a partner, I do plan to create a general purpose shell LLC just for occasions like this.

    But, I am also looking to learn other potential ways around the no-assign restrictions. There will be more deals; there always are. And, the more challenging the deal, the higher the profit margin will tend to be.

    The main goal, besides getting the offer accepted, is to avoid a double closing, where the title is passed on to the end-buyer in a concurrent escrow transaction. The added escrow and tax costs of the second selling and buying would pretty much wipe out the value of my bird dog fee. 

    The more profit margin that I can leave on the table, the faster and easier the deal will be to sell, of course. 

    So, are there any other possible workaround strategies that both end-run the no-assignment restriction and/or avoid double-closing costs?

    My agent offered this idea:

    "We may be able to workaround the no assignment rule with a nominee agreement where you would add on your consulting fee. The end buyer would "nominate" you at any time prior to close to close on the contract, and with that agreement, you can re-convey the deed without an excise tax. However, the escrow agent has to be flexible to work with this. This is different than a double close, but the end effect should be the same. First American Title can do this, but for a bank owned sale, the bank always dictates the escrow agent." 

    I don't really understand the mechanics of this and am still awaiting further explanations from my agent. Can you shed any light on how a "nominee agreement" might work?

    Or, maybe one just can't get there from here. The only real solution is to have gobs of money in the bank, which is certainly my near-term goal. As my grandfather used to say, back in the 50's, "It's no disgrace to be poor, but it's damned unhandy." 

    But, I'd like to run down every conceivable purchase offer option to at least add them to my bag of creative-deal tricks. You never know when one will come in handy. 

    Has anybody written a book/blog on the Art of the Purchase Offer?

    In any event, this particular wholesale SFR deal is now gone: As of yesterday, the listing agent reported that there are multiple offers on the table.

    I knew that this was a heck of a deal! So, I at least get points for being accurate in my snap assessment. :-)

    Chris

  • Property Manager · Griffith, IN · Member since 2015 · 1k+ posts · 913 votes
    10y

    1) close on it yourself and resell

    2) if you can't do that financially and it's a good enough deal, surely there is someone you know who can help you close and they get some pie and you get some pie. 

  • Real Estate Investor · Burlington, VT · Member since 2010 · 2k+ posts · 1k+ votes
    10y

    @Chris Newman  

    Just curious, isn't the bank requiring Proof of Funds with the offer before they'll even look at it? I've submitted a few REO offers over the years, and I always had to send the POF or a pre-approval letter from the bank if I was checking the financing contingency.

    - Tom

  • Investor · Snohomish, WA · Member since 2014 · 115 posts · 68 votes
    10y

    Hi @Adrien C.

    Thanks for your comment. 

    You wrote: 1) close on it yourself and resell

    Not a viable option, for at least a couple of reasons. Did you read my follow-up post above?

    2) if you can't do that financially and it's a good enough deal, surely there is someone you know who can help you close and they get some pie and you get some pie. 

    This is an old meme that sounds logical, and I used to believe it, too. But like the Easter Bunny, has proved to be hollow for me since long before you were born. In my case, I have no living family and none of my friends are wealthy. Have you ever pulled money out of thin air, as must "surely" be there for the right deal? 

    The main reason that I joined BP was to try to hook up with co-investors for the dozens of high profit land deals near Seattle that I'm drowning in and I've offered to share $millions in equity on another deal in my portfolio for literally pennies on the dollar to try obtain a small amount of bridge funding. But, after a year of trying every type of deal structure that I could think of, it still hasn't happened. That's why I'm bothering with SFR wholesaling to get through the next 6-12 months.

  • Investor · Snohomish, WA · Member since 2014 · 115 posts · 68 votes
    10y

    Hi @Tom S.

    You wrote: "Just curious, isn't the bank requiring Proof of Funds with the offer before they'll even look at it?"

    I don't know. This was the first time that I even tried to make an offer on an REO.

    It's so much easier working with private "junk" land sellers who are extra motivated. In another deal, I have 40 acres under contract on just an earnest money note. It will take about $125k to swing this one and it should comfortably return at least $500k in profits within a year, which I'd be more than willing to split. The sellers gave me 60 days of "inspection" time and when I needed more, they granted another 120. I guess I'm spoiled. :-)

    But, you've got to play the cards that you're dealt. 

  • Realtor · Hendersonville, NC · Member since 2015 · 51 posts · 24 votes
    10y

    The banks don't dictate the title and escrow in an REO situation but they do incentivize the buyer to use their closer by paying the closing fees. I have a client with an REO deal right now and the bank requested First American which is ok with my buyer for the incentive. In your case that would have been perfect. Just ask the listing agent who they would like to use and if they don't want to use First American then you can still use them but you will be paying the closing fee. I do know that they have an investor rate so it might end up not being that much. Chicago Title's investor rate is only $350 and they are all pretty competitive.

  • Joe VilleneuvePro Member
    Plymouth, MI · Member since 2013 · 13k+ posts · 19k+ votes
    10y
    Originally posted by @Chris Newman:

    Thanks @Joe Villeneuve !

    Actually, I knew of the LLC trick. I already own a property under an LLC, with a seven-figure equity that I won't be able to harvest for up to a year. I didn't mention this in order to try to keep a too-long post from going even further overboard.

    Because of the high equity value, I don't want to co-mingle this property with others, as well as having new temporary Members coming and going. Tight bylaws would theoretically keep the risks of this low. 

    But at age 66, my trust in almost everything that requires signed documents is growing ever-lower, especially when the potential for sharks is in the equation. There are lots of sharks in REI and lawsuits can be tedious time-wasters.

    I can also see some potential SEC issues with frequently selling and liquidating temporary Memberships inside the same entity. While a simple one-shot LLC deal probably wouldn't raise any red flags, there are definite limitations on soliciting for new Members who would rotate in and out, as this would technically be. The last thing I want is having the Feds on my case.

    However, the simple LLC trick would not have worked in this case. Two reasons: Time and Money.

    1. Time: I learned of this deal coming back on the market through a Redfin email notification just after lunch last Wednesday, the day before the long Thanksgiving weekend. I immediately contacted my agent and said that I wanted to get an offer on the table to at least the listing agent by that afternoon, in order to avoid what would surely be a rush of offers on Black Friday and throughout the weekend. 

    I could only hope that someone else wouldn't come in with a slightly higher offer and that my offer would be on the top of the stack for the bank officer to consider on Monday. That's when I learned of the bank's no-assign restriction and started looking for end-runs around it. 

    But, it takes several working days to fire up a new LLC in Washington. If I had started the online process to form a new LLC that same day, it might not have even been completed by today, 6 days later.

    Theoretically, I could have made the offer under an LLC name that didn't yet exist, with the expectation of getting it formally created before I had to prove it. Since this was a 10-day live-or-die window, in which time I also had to find a buyer, I could have probably gotten away with it.

    But, that probably would have been criminal fraud, if only at the bubble-gum level, and I just don't go down that stress-filled road. I've got enough things to worry about without adding a fear of getting caught and I like sleeping at night. 

    2. Money: In WA, it costs nearly $400 to launch an LLC. I wasn't kidding when I wrote above that I'm "all-in" with my current investments. We're living on peanut butter until I either find a JV partner or the final piece of TDR legislation passes and the market demand for these high-margin credits finally launches sometime next year. i.e. I don't have the $400 to spare on a purely speculative possibility, and an offer that might not even be accepted in the first place.

    Wholesaling is a small sideline for me, not a primary investment niche in which I want to pre-invest a lot of time and money for what are relatively nickels and dimes. At least, compared to my main rural land investment gig expectations. 

    That said, in the future, when I can afford it, or find a partner, I do plan to create a general purpose shell LLC just for occasions like this.

    But, I am also looking to learn other potential ways around the no-assign restrictions. There will be more deals; there always are. And, the more challenging the deal, the higher the profit margin will tend to be.

    The main goal, besides getting the offer accepted, is to avoid a double closing, where the title is passed on to the end-buyer in a concurrent escrow transaction. The added escrow and tax costs of the second selling and buying would pretty much wipe out the value of my bird dog fee. 

    The more profit margin that I can leave on the table, the faster and easier the deal will be to sell, of course. 

    So, are there any other possible workaround strategies that both end-run the no-assignment restriction and/or avoid double-closing costs?

    My agent offered this idea:

    "We may be able to workaround the no assignment rule with a nominee agreement where you would add on your consulting fee. The end buyer would "nominate" you at any time prior to close to close on the contract, and with that agreement, you can re-convey the deed without an excise tax. However, the escrow agent has to be flexible to work with this. This is different than a double close, but the end effect should be the same. First American Title can do this, but for a bank owned sale, the bank always dictates the escrow agent." 

    I don't really understand the mechanics of this and am still awaiting further explanations from my agent. Can you shed any light on how a "nominee agreement" might work?

    Or, maybe one just can't get there from here. The only real solution is to have gobs of money in the bank, which is certainly my near-term goal. As my grandfather used to say, back in the 50's, "It's no disgrace to be poor, but it's damned unhandy." 

    But, I'd like to run down every conceivable purchase offer option to at least add them to my bag of creative-deal tricks. You never know when one will come in handy. 

    Has anybody written a book/blog on the Art of the Purchase Offer?

    In any event, this particular wholesale SFR deal is now gone: As of yesterday, the listing agent reported that there are multiple offers on the table.

    I knew that this was a heck of a deal! So, I at least get points for being accurate in my snap assessment. :-)

    Chris

    apologize...I didn't read your entire post here, but what I did read tells me you didn't understand how to use LLC's for this purpose. It appears as though you used the same LLC as your main business LLC, so you can't sell the LLC without it affected other properties or assets.

    The correct way to use the ::C for this purpose, is to establish a series of "disposable" LLC's...generated for the express purpose pf making offers. THis way, when you "assign" the property to someone else by selling the LLC, you are simply selling the deal. The buyer and seller never changes, and the sale never affects anything else. This is as clean as it gets. We do every foreclosure (bank, HUD, Fannie, etc...) this way...and have for a long time. Works like a charm.

    If it takes a week to set up the LLC, then start it a week in advance with the anticipation that you either are going to sell the LLC (and are ready for it), or your are keeping the LLC and closing on the deal yourself...which leaves the property in its own LLC, and separated from all your other assets.

  • Crystal SmithPro Member
    Moderator
    Real Estate Broker · Chicago, IL · Member since 2014 · 2k+ posts · 1k+ votes
    10y
    Originally posted by @Chris Newman:

    1. I don't have the cash to just buy this property. My current holdings have me all-in. 

    Does anyone in BP Land know of a strategy around these no-assign purchase offer restrictions? Or, have any better ideas than mine on anything?

    1. I believe you have 2 options
    • Use transactional funding & double close- You close w/ your transactional lenders funds in the morning;  your buyer closes on the same day.  Keys- You'll need a Title Company that understands this & a buyer that you can coordinate w/ to ensure their funds are escrowed on the same day you close
    • I believe someone in the thread mentioned selling the LLC as a way around the assignment clause. Another option, depending on your state law, is to purchase the property in a Land Trust then assign the beneficial interest of the trust to your buyer. The trust still closes so there's no assignment. Caveat on this: If your buyer intends on borrowing money for the deal then he'll need to check w/ the lender to ensure they will allow closing inside of a Trust.
  • Investor · Snohomish, WA · Member since 2014 · 115 posts · 68 votes
    10y

    Thanks for the ideas @Crystal Smith

    I hadn't thought about a land trust entity. I'll dig into that option.

    But, I seem to have lost the phone number for the "transactional funding store." Do you have it? :-) 

    This will all be so much easier after I get some of my TDR credits sold. Then, I can self-fund myself into a coma. It's the between now and then that's the challenge.

  • Real Estate Investor · Audubon, PA · Member since 2009 · 13k+ posts · 8k+ votes
    10y

    @Crystal Smith hit on the best approach IMO - transactional funding for a double close. The bank's REO addendum will usually say that the bank can cancel at any point for any reason with no penalty to the bank as the seller, so if you have this sort of wording in the addendum you might not want to play any games that get the seller ticked off.

  • Crystal SmithPro Member
    Moderator
    Real Estate Broker · Chicago, IL · Member since 2014 · 2k+ posts · 1k+ votes
    10y
    Originally posted by @Chris Newman:

    But, I seem to have lost the phone number for the "transactional funding store." Do you have it? :-) 

    I'll send you a PM w/ a link to a legit transactional funder.  I say legit because of the Title Companies that have relationships w/ them in Chicago & closed on deals such as you describe.

  • Investor · Snohomish, WA · Member since 2014 · 115 posts · 68 votes
    10y

    Thanks @Crystal Smith! You win the prize, and my vote, for a practical new solution to no-assign issues. A 1.75% cost to close the first deal with independent funding, with an immediate flip to the end buyer, is certainly worth it.

    I hope you don't mind, but I'll repost the link to Best Transactional Funding that you sent me: http://besttransactionfunding.com/

    Does anyone else in BP Land have any experience with these folks or any other transactional funders?

  • Lender · St. Louis, MO · Member since 2009 · 348 posts · 164 votes
    10y

    One issue you may encounter is that the title company the REO asset manager has chosen may not allow same day back to back closings using transactional funding. If the Seller requires that you close at their title company, you can approach it one of three ways. You can ask if that title company will do a same day back to back closing. If so, that is the easiest fix.

    If not, you can offer to pay for the title work they've done and ask that both closings happen at the title company of your choosing. It usually is less costly for you to just pay the title work at the original title company and move both closings over to the title company of your choosing. 

    Lastly, if they won't do that, ask if the B side of the A-B transaction can close at the title company of your choosing. Then, have the B-C side also close at that title company. Not all transactional funding companies will fund this type of transaction but it is worth looking into as a possibility.

  • Crystal SmithPro Member
    Moderator
    Real Estate Broker · Chicago, IL · Member since 2014 · 2k+ posts · 1k+ votes
    10y
    Originally posted by @Chris Newman:

    Thanks @Crystal Smith! You win the prize, and my vote, for a practical new solution to no-assign issues. A 1.75% cost to close the first deal with independent funding, with an immediate flip to the end buyer, is certainly worth it.

    I hope you don't mind, but I'll repost the link to Best Transactional Funding that you sent me: http://besttransactionfunding.com/

    Does anyone else in BP Land have any experience with these folks or any other transactional funders?

     When you contact the company ask them for a list of title companies that will do back to back transactions in your area.  Once you have the list insist on closing @ those companies.  

  • Investor/Landlord · Farmington Hills, MI · Member since 2011 · 1k+ posts · 1k+ votes
    10y

    If you have to close the second transaction the next day or in a couple days it will probably not increase the fees the transactional lender is charging very much, if at all. You may pay 2 or 2.5 points instead of the 1.75 points. That is, of course, if the lender does 2 day closings. If you have a signed purchase agreement in hand there is not really much more risk to the lender if they are cashed out the same day or the next day.

  • Investor · Chicago, IL · Member since 2013 · 2k+ posts · 1k+ votes
    10y

    In addition to transactional funding, you can also ask if ADDING A BUYER to your purchase contract is allowed by the lender. Then you can quit claim your interest to your buyer in exchange for your assignment fee.

  • Investor · Snohomish, WA · Member since 2014 · 115 posts · 68 votes
    10y

    Thanks all! I'm getting some great new ideas and advice. :-)

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