Defeasance? Ask these questions.
SummaryDefeasance is the process through which a borrower is released from the obligations of their debt. This piece helps CRE professionals understand the questions they should ask before defeasing.
While the defeasance process can be summarized in a few lines, in practice it is very complex, involving a large number of parties with competing interests. Having an independent, experienced advisor on the borrower’s side is important to ensuring an on-time, cost-effective, and complication-free close.
Things to look out for when defeasing
- Has the defeasance consultant thoroughly reviewed the loan documents and provided a comprehensive defeasance analysis to the borrower?
- Are there ambiguous provisions in the loan documents that could result in value gained or lost by a borrower? If so, how will you approach negotiating them with the other parties involved?
- Have all anticipated third-party fees been fully disclosed to the borrower?
- What is the consultant’s fee structure? Is it reasonable?
- Will the consultant ask for a deposit? Chatham does not charge an upfront deposit for consulting services.
- Will residual value be generated as a result of the defeasance? If so, is the defeasance consultant returning a significant majority of this value back to the Borrower?
- Can the defeasance be structured to the early prepayment date, for a complete upfront savings on the last few months of interest?
- Is the loan subject to rating agency review which will entail additional time and cost?
- Will the securities portfolio include higher-yielding, lower-cost agency securities in addition to Treasuries, if applicable?
- How is the defeasance consultant going to purchase securities? Competitive auction or one relationship bank? A competitive auction utilizes the power of the marketplace to drive prices lower through competition.
- Has the defeasance consultant structured the most efficient portfolio possible? This is best achieved through a competitive auction, which typically results in the lowest all-in defeasance costs, even where a consultant may offer to reduce other fees.
- Have the changes in defeasance costs over the life of the transaction been reviewed?
- How much will defeasance costs decrease after every monthly loan payment?
- How will movements in Treasury yields affect defeasance costs?
- Is the loan currently eligible for defeasance? All CMBS loans are locked out for a period of two years following securitization. Some CMBS loans are subject to a yield-maintenance penalty instead of defeasance.
Common mistakes made by borrowers when defeasing
- Not budgeting enough time for the defeasance process
- Unknowingly accepting costs that are higher than market standard
- Failing to negotiate favorable defeasance provisions in new loans (for refinances) or Purchase and Sale Agreements (for sales)
Hiring an independent consultant is not only recommended, it's usually a critical piece to avoiding these mistakes and navigating the defeasance process without delaying loan closing.
Chatham Financial has executed over $148 billion total principal defeased and returned over $187 million in residual value to borrowers. Defeasance consultants are a part of Chatham's global real estate financial risk management practice, solving common but complex capital markets challenges for commercial and multifamily real estate investors.
Need help with defeasance?
Contact a Chatham advisor about defeasance or yield maintenance.
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