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The day the debt crisis hit commercial business.


Patrick Hanlon remembers the day, the moment even, when the tumult in the debt markets and the affect it could have on a commercial real estate transaction became fully apparent.

An executive and principal at the capital advisory firm, Ackman Ziff, which arranges the financing for commercial real estate acquisitions, it's Hanlon's job to be a particularly observant ob·ser·vant  
adj.
1. Quick to perceive or apprehend; alert: an observant traveler. See Synonyms at careful.

2.
 spectator on the cost and availability of capital. But nothing brings home the emotions and urgency of a crisis like being thrust suddenly into a position to potentially suffer its consequences.

It was late in the afternoon on July 27, a Friday, and Hanlon was just about to leave the office to celebrate at the beach house of Rob Rosania, an executive and partner at the real estate owner and operator, Stellar Management. Hanlon had just arranged the financing for Stellar's successful $904 million bid on a large portfolio of residential rental buildings being offered by the apartment REIT REIT

See: Real Estate Investment Trust


REIT

See real estate investment trust (REIT).
, Archstone Smith.

"We had been working for weeks on the deal and Rob and I and others involved in the transaction were going to his house for the weekend to finally relax," Hanlon said.

But before they could go, Credit Suisse The Credit Suisse Group (SWX:CSGN, NYSE: CS) is a financial services company, headquartered in Zürich, Switzerland. It is the second-largest Swiss bank, behind UBS AG. , the bank that was providing virtually all of the financing for the deal, called unexpectedly and informed Rosania and Hanlon that the terms of the loan would have to be renegotiated. Touched off by subprime defaults, the debt crisis had hit. And although there was nothing out of the ordinary about the terms for Stellar's loan, its low spread--a byproduct by·prod·uct or by-prod·uct  
n.
1. Something produced in the making of something else.

2. A secondary result; a side effect.

Noun 1.
 of the ultra competitive lending market that had prevailed until that moment--had suddenly made it unsellable to the usual buyers of securitized securitized

Of, related to, or being debt securities that are secured with assets. For example, mortgage purchase bonds are secured by mortgages that have been purchased with the bond issue's proceeds.
 debt who had now become spooked by the credit crunch Credit Crunch

An economic condition whereby investment capital is difficult to obtain. Banks and investors become weary of lending funds to corporations thereby driving up the price of debt products for borrowers.
.

"That for me right there was the inflection point Inflection Point

An event that changes the way we think and act.
-Andy Grove, Founder of Intel.

Notes:
For example, the fall of the Berlin Wall was an inflection point in global politics and the commercialization of the Internet was an inflection point in technology.
, when I knew that things had changed," Hanlon said.

Stellar's deal had been struck during a time when abundant levels of inexpensive capital were allowing a growing list of bidders to compete for available real estate assets. The result of this was that buying auctions had generally become more competitive, allowing buyers less and sometimes virtually no time to conduct financial analyses on the assets they were vying vy·ing  
v.
Present participle of vie.

vying vie
 for. Besides accelerating the pace at which sales transactions were done, the increasing popularity of real estate as an investment also allowed sellers the leverage to command other favorable conditions.

To formalize its winning bid and secure the portfolio, Stellar Management, for instance, had to put down a massive $50 million non-refundable deposit in May. The timing of Steilar's offer, which, if it was like any other deal at the time, was predicated on cheap financing, subjected it to the potential pitfalls of a fast-changing lending environment.

Many buyers have depended on high leverage in recent years to come up with the funds to buy real estate at a time when most property types have risen to record values. Because mortgages have consequently become so substantial, the impact of higher interest rates has been magnified. Stellar, it seemed, had been caught in a merciless phase shift of the market, having had to pay peak values bred from an extended period of inexpensive capital, yet then raise its money when suddenly that financing wasn't so cheap.

Spectators questioned whether the deal could even fall apart. Although that seemed like a dramatic sounding possibility, other, lower priced deals had crumbled crum·ble  
v. crum·bled, crum·bling, crum·bles

v.tr.
To break into small fragments or particles.

v.intr.
1. To fall into small fragments or particles; disintegrate.
. Around the same time, Antares Investment Partners was in contract to purchase the Devonshire, a residential rental building in Manhattan, but had to back out after it couldn't secure financing for its aggressively priced bid, losing the money it had used to conduct due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired.  on the asset.

"The first thing that Credit Suisse told us was that we were going to close, but that the debt was likely going to have to be a little more expensive because of what was going on in the market," Hanlon said. "The way they handled it was just incredible, any bank could have said, 'yeah we'll call you back' and walked away and the deal would have been finished. But from the very first moment, they made it clear that there was no question that we were going to close."

Meanwhile, Stellar's business plan could withstand the higher cost of financing.

"This was a solid buy, we didn't even think about renegotiating the price, it didn't even cross our minds," Rosania said, referring to the generally frowned upon Frowned Upon is an intergender comedy duo made up of Devon T. Coleman and D'Arcy Erokan. Their base of operations is New York City. For the most part, their sketches are a complex analysis of their strange relationship.  option a buyer has in Stellar's situation to chip away at the sales price in order to compensate for the higher financing costs and push the deal through. "We have a long term strategy and this is such a valuable portfolio of properties in quality locations that even if you have to pay a little more in the end, it still overwhelmingly makes sense. We're not the kind of buyer that was looking to go on the market to trade this next year and try to ride the momentum of just appreciation."

According to according to
prep.
1. As stated or indicated by; on the authority of: according to historians.

2. In keeping with: according to instructions.

3.
 sources familiar with the structure of the deal, Credit Suisse provided a senior loan for roughly $660 million that it will securitize Securitize

The practice of a company selling accounts receivables or other debts owed to it. The third party that buys the debt assumes ownership of it and the responsibility for collecting the debts, and keeps the repayments when made.
, and a subordinated loan In the field of finance, a subordinated loan is a type of loan which ranks after other debts should a company fall into receivership or be closed. It is also known as subordinated debt, or as junior debt. , known as mezzanine financing Mezzanine Financing

A hybrid of debt and equity financing. Mezzanine financing is typically used to finance the expansion of existing companies, and it is basically debt capital that gives the lender the rights to convert to an ownership or equity interest in the company if the
, for $240 million that it will sell to b-note buyers. Because of the difficulties that the bank would have selling the loans to these secondary markets given the credit crisis, Hanlon said that Rosania had the idea to immediately negotiate a better rate for Credit Suisse that would allow it to sell off the loans but also head off further increases should the situation worsen wors·en  
tr. & intr.v. wors·ened, wors·en·ing, wors·ens
To make or become worse.


worsen
Verb

to make or become worse

worsening adjn
.

"You don't want to have a situation where the bank isn't getting a good deal and they know that it isn't good if the borrower isn't getting a good deal either," Rosania said. "For the market to work, everyone has to have a workable situation. And Credit Suisse understood this and it really became one of those situations when everyone had to work together, when all of a sudden we weren't on opposite sides of the table anymore and we were working together to get this thing done."

Although the delay may have ruined Hanlon and Rosania's weekend, Stellar and Credit Suisse quickly came to a deal and the acquisition of the portfolio closed at the beginning of August. Stellar, in the end, had to pay a little more, although no one would say just how much more, and Credit Suisse took on the mezzanine portion of the loan even though the b-notes may take some time to sell now that buyers of such securities have at least temporarily evaporated evaporated

reduced in volume by evaporation; concentrated to a denser form.
 due to the market's sudden intolerance for risk.

"It was an incredible deal," Hanlon said. "Both sides made compromises to accommodate the other and, in the end, the transaction became a great success during a very trying time."
COPYRIGHT 2007 Hagedorn Publication
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2007, Gale Group. All rights reserved.

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Comment:The day the debt crisis hit commercial business.
Author:Geiger, Daniel
Publication:Real Estate Weekly
Date:Aug 29, 2007
Words:1138
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