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The Real Estate Philosopher


Rescue Capital That Does NOT Cost an Arm or a Leg - Seven Ideas

May 14, 2020

We at D&S are, as always, in the thick of things in the real estate industry, and it seems like something many parties want is inexpensive "rescue capital." In that regard, we have thought of the following ideas for consideration.  I note that these ideas are "other than" rescue capital provided by the government or governmental agencies:
 
Ground Lease Idea:  If you own the property, consider selling the fee to a ground lease purchaser.  There are benefits to doing this even in good economic times, and the benefits are enhanced today.  Since this is the "safest" place in the capital stack, third parties won't necessarily need to charge an arm and a leg for purchasing their position.  Of course, you would need lender consent, and there are devils in the details, but this can unlock a great deal of cash at a relatively low cost.  We have several parties as clients and relationships that seek these types of ground lease purchase transactions, so feel free to reach out to us.
 
Ground Lease Idea II:  If you are in the ground lease business, consider buying the fee position under key municipal buildings.  This frees up cash for a municipality and gives a strong credit for the leaseback.  However, there are devils in the details surrounding RFPs, bidding, and approval processes that might obviate this way of proceeding.  Due to current market conditions, one could see municipalities taking special steps to sidestep these sorts of problems to create transactions of this nature.  Once again, we have clients interested in this type of acquisition. 
 
Retroactive PACE financing: If you aren't familiar with this, C-PACE loans are used to fund energy and water-conserving capex for commercial and multi-family properties, and are repaid through an assessment on the property's regular tax bill. PACE is wonderful in and of itself, but here is an extraordinary sleeper issue that is waking up, which is that PACE can be applied retroactively in a fair number of states, including CA, FL, NY (excluding NYC), PA, OH, MD, DC, CT, MI, MO, UT, MN, RI, and KY. The retroactivity goes back three years, depending on the jurisdiction, and can allow significant financing, provided that the total amount cannot exceed 100% of the cost of the PACE qualified improvements.  Yes, lender consent is needed, but may be able to be obtained considering it is effectively super low cost "found money" that can save the day on a property for the benefit of both borrower and lender. We have multiple parties as clients and relationships that provide this type of financing if it is of interest, so as before, feel free to reach out to us.  I must mention here that our partner Tom O'Connor has extensive experience with PACE loans and is one of the foremost authorities on PACE financing and has handled many PACE transactions, including some creative structuring in complex PACE related transactions he has thought up.

Micro Equity Funding:  This is a new idea that we here have crafted and are just now rolling out.  We are calling it Micro Equity Funding.  In a nutshell, the idea is that (A) parties wanting rescue capital want it quickly and cheaply and not a ton of it, i.e., just enough for the rescue and don't want to give away the entire store to the rescue capital provider and (B) if the rescue capital provided is small enough, then many troublesome issues can be avoided, including lender consent, major decision rights, transfer taxes, etc.  The goal is quick rescue capital in smaller amounts that don't cause these types of problems.  We have put together a way to do this that I think is, well, nifty.  We have an institutional capital-providing client with a great deal of dry powder that is interested in these types of transactions, so this is all dressed up and ready to go.  If this is capital you desire, I encourage you to reach out to me.
 
Less Expensive Parties:  Another thought is we have identified some parties that just generally have lower costs of capital, and that may have interest in providing rescue capital, provided that the risk/reward makes sense.  Some of these parties are long-term holders that, yes, want a little better pricing today but aren't necessarily looking for a major discount to invest.
 
Slice and Dice:  Consider if you have a property that is half empty and half leased to a credit tenant that has good continuing credit.  If there is a way to sever the credit tenant piece, you may find a party that will pay a reasonable and fair price for that parcel.  This will provide cash to be used either to pay down debt, partially (or even fully), fund a Discounted Pay-Off (i.e., DPO), or otherwise "rescue" the situation.  I note that there are devils in the details here, and it is sometimes tricky and time-consuming to effectuate; however, we have done this before for our clients, and have found that there are often ways to think around the problems.
 
Your Own Lenders, Tenants, Investors:  Finally, the best place by far for rescue capital is almost always the parties already in the capital stack in your property.  This includes your lender, your tenants, and your investors.  These are parties that you (hopefully) have already built good relationships with and logically will do the right thing if you do the same.  Plus, of course, these parties don't need to do due diligence for a deal they are already in.
 
If you would like to chat about any of these ideas, please contact Bruce Stachenfeld (a.k.a. The Real Estate Philosopher) at bstachenfeld@dsllp.com.

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As the Chairman of Duval & Stachenfeld – a law firm in mid-town NYC known as The Pure Play in Real Estate Law – I am inviting you to join The Real Estate Philosopher™. This will consist of my thoughts and also thoughts of friends and colleagues.

It will not be published in any traditional media – it will go only to friends of our firm. The purpose here is very simple – to put forth thoughts in the real estate world that are different, provocative, and challenging of accepted wisdom. Hopefully, nothing said here will be mainstream thinking.

You may be wondering how I am qualified to write on these topics since I am “just” a lawyer. However, I have an unusual place in the real estate world. As the Chairman of The Pure Play in Real Estate Law (one of the largest real estate law practices in NYC), I interact with an incredible number of real estate players. This ranges from small real estate shops with nothing but a gleam in their eyes, to some of the largest real estate institutions in the world, and everything in between. This gives me a unique and global perspective and allows me to act as an amateur philosopher in the real estate world. This has always been my hobby and it is what I love doing.

Regards,

Bruce Stachenfeld
a.k.a The Real Estate Philosopher™

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