CH Capital - SBA Morgan

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    SBA 504 Secondary Market Specialist

    CH Capital Partners LLC

    forNorthwest Region

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    First Mortgage Options For Banks

    1. Hold the first mortgage in portfolio

    2. Sell 85% of individual loans to an FMP Pool Originator

    3. Apply to become an FMP Self-Pool Originator for the purpose of pooling

    your own loans and selling 80% of each loan pool directly to the

    secondary market

    4. Sell 100% whole loans to secondary market lenders including Morgan

    Stanley and Zions Bank

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    Benefits of selling to secondary market

    Benefits to Lenders:

    Increased capital & liquidity via sale of the loan

    Premium Income

    Servicing income (FMP only)

    Can offer much longer-term fixed rates

    FMP works for ANY asset type

    FMP works for ALL credit qualities approved by a CDC

    Can offer lower rates to borrowers while realizing ahigher yield than standard priced loans

    Regulator relief through minimization of CRE

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    First Mortgage Pooling Program (FMP)5%Pool

    Originator

    15%

    Seller

    (Bank)

    80%

    Investor

    (SBA Guaranteed)

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    FMP Background

    Mandated as part of the American Recovery &

    Reinvestment Act (ARRA, aka Stimulus Bill) passed in

    February, 2009

    Program lasts until September 2012 or $3 billion

    (whichever came first)

    First pool settled in September 2010 and many pools

    have settled sinceprogram is alive and well and fully

    operational

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    FMP Eligibility

    First mortgage must have an associated debenture that funded

    on or after 2/17/09 and no later than the Sept. 23, 2012

    debenture funding date

    The first mortgage could have funded as far back as 2007

    (ground-up construction transaction where the debenture

    funded in Feb. 09 or later)

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    FMP Loan Pools

    Loan pool guidelines A loan pool is defined as 2 or more loans

    Minimum first mortgage amount is $50,000

    Loan must be current for 6 months or since time offunding

    All loans in a pool must be either fixed for life oradjustable

    Loans must have similar indices (Prime, LIBOR,

    Treasuries) SBA will guarantee 80% of each loan pool at time of loanpool sale to secondary market investors

    ACH payment on 1st or 2nd of every month

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    Sale To FMP Pool Originator

    Sell 85% of qualifying 504 first mortgage

    loans

    Bank (seller) retains 15% of each first mortgage

    and continues to service the loan

    Bank realizes premium income on the sold

    portion of each loan and servicing income of at

    least 50 bps on the sold portion

    Sale of the 85% interest is transparent to the

    borrower; Bank is still the lender of record

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    Sale To FMP Pool Originator

    Advantages of selling to pool originator:

    Can sell one loan at a time

    Can sell immediately after funding of debenture

    Can obtain Premium Lock at time of first-mortgagefunding

    Potentially more premium due to economies of scale

    Less complicated than becoming a Self-Pool Originator

    Regulations allow bank to sell the 15% residual portion

    with SBA approval (requirements TBD)

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    Sale To FMP Pool Originator

    Disadvantages of selling to pool originator:

    Need to submit full credit & closing package

    Pool Originator will have own credit requirements

    Pool Originator will require an executed purchase

    agreement that is much longer than normal

    whole-loan agreements

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    Sale To FMP Pool Originator

    Example of selling to Pool Originator:Gross First Mortgage $1,000,000

    Sale To Pool Originator $ 850,000 (85%)

    Net First Mortgage $ 150,000

    Interim Second Mortgage $ 800,000

    Borrower Down Payment $ 200,000

    Total Purchase Price $2,000,000

    Bank will fund a permanent first mortgage and interim loan Once interim loan paid off by the debenture

    85% of the 1st mortgage will be salable to a Pool Originator

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    Sale To FMP Pool Originator

    Pricing strategy example for the bank:

    Par pricing for FMP example of 5 year swap plus 350bps

    Assume a 5-year fixed par rate of 5.75% Increase par rate by 100 basis points for an effective

    rate of 6.75%

    Equals 4% in premium

    Plus .50% in servicing income paid on 85% sold portion

    Approximate annual yield of 9.25%

    (servicing income + interest income)

    14

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    Becoming an FMP Self-Pool Originator

    As Self-Pool Originator, a bank can pool self-

    generated or purchased 504 first-mortgage loans;

    take pool directly to market Must hold the required 15% of the seller portion +

    the 5% Pool Originator portion (5% held for life of

    loan pool)thus hold 20% and sell 80%.

    Banks must apply and be approved by SBA to a PoolOriginator

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    Becoming an FMP Self-Pool Originator

    Advantages of being self pool originator: No loan package required for submittal to third party

    No additional credit review by third party

    No purchase agreement required with Pool Originator

    Potentially higher premium for special purpose loans,

    higher loan to value deals, weaker credit, or dated

    financials

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    Becoming an FMP Self-Pool Originator

    Disadvantages of being self pool originator: Potentially less premium than selling individual loans

    due to economies of scale Requirement to pool at least two loans leads to longer

    hold time before sale

    No premium lock at initial loan funding

    Fixed rate means that if market rates increase duringhold period, premium will decline

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    Becoming an FMP Self-Pool Originator

    Bank must comply with the following

    requirements to be approved as a Pool Originator:

    Ability to construct program-eligible pools (balance sheet capacity

    and financial expertise) Complete Pool Originator application (SBA Form 2404)

    Evidence of current good standing with regulators

    Most recent audited statements

    Board of Directors resolution that bank intends to apply tobecome a Pool Originator or a copy of the corporation by-laws

    indicating person signing the Pool Originator application has

    authority to bind the company

    Fingerprint cards on key personnel

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    FMP: Pool Originator vs. Self-Pool Originator

    Which option should a bank choose?

    Let transaction details dictate which option is

    better for the particular transaction(s)

    The lower the 504 lending volume, the more

    selling to a Pool Originator makes sense

    If higher volume lender, becoming a Self-PoolOriginator makes more sense

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    How Direct Capital Can Help

    CH Capital Partners through exclusive relationships with

    poolers will help structure loans up front to insure

    eligibility and maximum value for FMP loans and/or

    whole loan sales to Morgan Stanley

    Selling bank will receive take-out commitment at

    inception of loan process for FMP program and/or

    Morgan Stanley whole loan sale program

    Direct Capital will give lender price indications for alloptions bank decides which option is best.

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    Secondary Market Whole Loan Sale

    Sell 100% of first mortgage to Morgan Stanley

    Either table fund on Morgan Stanley docs or

    Fund on banks own docs and sell later CDC Direct Capital to do all underwriting at same time as

    debenture processing

    CDC Direct Capital to provide loan bid from Morgan

    Stanley Once bank accepts, Direct Capital processes loan for

    secondary market sale

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    Morgan Stanley - Eligibility

    Require properties to be multi-purpose (office,

    warehouse, light industrial, retail (excluding retail

    strip centers), manufacturing, medical or dentaloffice, research and development facilities)

    No special-purpose property (gas stations, car

    dealers, hotels, restaurants, car washes, bowling

    alleys, golf courses, etc)

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    Morgan Stanley - Collateral

    Owner user Real estate

    Maximum 60% loan-to-value

    Require appraisal provided by lender group

    Equipment

    Separate equipment financing permitted

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    Morgan Stanley - Process

    Sale to Morgan Stanley

    Direct Capital is accepting portfolios and individual

    loan structures for price indications

    If satisfied with price indication, Direct Capital willcollect a full package via electronic upload

    Direct Capital will insure each credit meets parameters

    of Secondary Market and all information is accurate

    MS pricing based on 90 day, 3 yr, 5 yr, 10 yr, 20 yr

    Swaps

    MS par pricing example 5 year swap + 325 bps

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    Morgan Stanley Cash Flow

    Generally consistent with a CDCs global cash flow

    method

    Require projected cash flow coverage (available cash flow-

    to-debt service) of 1.2x Require projected cash flow coverage excluding tenant sub-

    leases of 1.0x (tenant sub-leases to contribute no more

    than 20% of available cash flow if total coverage of 1.2x)

    Require written explanation for any projected expansion Require written explanation for any non-recurring expenses

    added to available cash flow

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    Morgan Stanley - Credit

    No personal bankruptcies or foreclosures

    (no exceptions)

    Require FICO score of at least 680 Require written explanation for any tax liens

    and/or tax judgments, including an action plan

    and timeline for remediation

    Require written explanation for any derogatory

    marks on credit in last three years

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    Morgan Stanley other criteria

    Maximum 1st TD loan amount of $2,500,000

    Loans can either be direct table funded by

    Morgan Stanley or done on banks own docs andthen sold to Morgan Stanley

    Loan pricing sheet available at:

    www.CDCDirectCapital.com

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    Thank You For Your Time and Attention

    Presented by

    CH Capital Partners LLC

    19720 NW Tanasbourne Drive Suite 330

    Hillsboro OR 97124

    T: 877 257 0865 or 503 640 5200

    The report herein is not a complete analysis of every material fact in respect to any company, industry or security. The opinions expressed here reflect the

    judgment of the author as of the date of the report and are subject to change without notice. Information has been obtained from sources believed to be

    reliable, but its accuracy and completeness are not guaranteed. CH Capital Partners LLC a member of Cordell Financial Group is an equal opportunity lender.

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