Tuesday, September 8, 2009

OTR-Then and Now

I asked a number of industry friends to give some thought to the question "What's the difference between what our industry looked like during the early 1990's (RTC/Workout World) and today's "Whatever World." Following are their unadulterated responses. It's a little long but I'm pretty sure you'll find it worthwhile. There are a number of similar themes running through these views and as you'll see, a number of them relate personal experiences as well.

1. First, this time around--the speed with which the market came apart was unprecedented. Second, the economy is not holding up as it did the last time around. In the RTC days there was oversupply of product,this time around there is no over building But rather demand destruction-which still gets you to oversupply of all property types. Lastly, the rigid debt structure of CMBS is untested and did not exist the last time around--we are all going by braile on this and who knows where it will take us and the real estate industry.

2. The biggest difference I see is in the RTC days the banks wasted no time in taking back assets and making them REO's and the RTC just moved them. Today it is different. The Banks/Special Servicers don't want the assets and have shown remarkable patience working with owners/borrowers trying to work something out. As a result there have not been many transactions despite the value write downs. To that point the drop in values happened in cyber time- very fast vs taking years to get to peak to trough. Though some may drop further the decline has been rapid- and wide spread. Lastly this has impacted every market and every property type vs RTC days when some markets/assets fared ok.

3. Past was FAST! The pace was fantastic! The government facilitated a quick, catastrophic, over the top write down, taking many lenders and owners down and out. Smart money showed up hungry and underwrote in windowless rooms with cadres of kids and elders hand compiling data - ah, the war room! Didn’t have to be very right to win. It was all about courage. Successfully got the junk cleaned up. Constituted perhaps the greatest involuntary wealth transfer ever on the planet. Was it fair? No. Was it effective? Very.

Today, OMG how slow! Deal by deal, discount by discount. As long as the lenders can argue they are solvent nuttin’ needs to move. But in fact it all needs to move! Would be nice to see the government act a bit more authoritatively – in terms of forcing revaluations and shutting down the insolvent players, especially now that the critical stage seems past. Stop propping and start popping.

4. Some thoughts:

a. Liquidity: Then-Very little; Now-Plentiful capital is available

b. Supply/Demand: Then-Too much overbuilding: Now-Overbuilding not the issue

c. Banks as lenders: Then-Major supplier of capital; Now-Banks only 30% of lending; many more non-bank players

d. Deal Complexity: Then-Could be but most deals had few participants; Now-Very complicated capital stacks; many deals with 15+ layers

e. Gov't Intervention: Then-Some Heavy; Now-Propped up many financial institutions

f. Willingness to Foreclose: Then-Many had large workout reluctance; Now-Willing to have & asset management teams borrower run asset due to local knowledge and experience.

g. Workout Mechanisms: Then-Covered in loan docs; Now-Mechanisms do not work for REMICS. All are having great difficulty working out due to complexity

h. Workout Experience: Then-Many seasoned pros who had been thru 1974 down markets restructures.; Now-Very little experience

i. Special Servicers: Then-Limited role: Now-Not set up for number & complexity of deals

j. Global Issues: Then-Very little; Now-Deals and sources of capital global in nature

5. The biggest difference I see is that while in the past banks and insurance companies were quick to set up internal groups to handle all of the REO that was collected via foreclosure, today most lenders (including the massive CMBS portfolios) are avoiding taking properties back. These lenders seem to view troubled assets as liabilities to avoid taking ownership of rather than as opportunities to create value as they once did.

6. I was a commission based Broker at the time of RTC. I would say the largest difference from the S&L meltdown to the present Sub-Prime fiasco is the general population has greater equity in their assets overall. In the 80’s-early 90’s people had no savings and high debt. Today there is equally hi debt, but there were and are more people with a little cash in the bank and a little greater equity in certain assets. The 80’s meltdown did teach some the lesson of moderation and to ret and not overextend. One telling phenomenon of this is that in the 80’s & 90’s, people would be caught dead in Wal-Marts parking lot with their Mercedes or Beemers, now it is a badge of honor.

7. In 1991 I was President of my family’s real estate investment company. We own and lease industrial buildings in Northern NJ. During that downturn there was too much construction and an oversupply of product. Deals were very hard to come by. I remember competing for a tenant and getting beaten up by the tenant and the tenant’s broker all in an effort to make a 10 year deal for 70,000 s.f.. When the deal was signed that was the end of our problems for that particular building.

Fast forward to today. In the same industrial park we had a tenant renew a lease for 5 years in 60% of the building. We also signed two new leases for an additional 25% of the building. Now, that was the beginning of our problems. We went to our lender and started discussing increasing our loan and extending the term. The loan was to be increased to a 30% LTV. The lender sent its representative to the building to get a better understanding of what we were doing. Upon his return to his office in the mid-west, he sent us the term sheet. A few days later, he called to tell us that he could not abide by the term sheet because the lender was not lending at all. So, here we had a building 85% leased with a 30% LTV and our lender of many years told us that they would not do the deal!

The difference today is that although there may be some tenants in the market, there are far fewer lenders in the market. We did eventually find a local lender that would do the deal. However, it was a shock to find out that our billion dollar insurance company would not do a $3,000,000 loan.

8. I think the big differences are that in the RTC days the assets were held by the RTC or banks which mimicked the RTC. They had control over the assets -- mostly whole loans that could be sold or foreclosed on. And through the auction process they found and cleared the market which led to the recovery. This time around the loans are either held by banks who can't take the hit and "pretend and extend". Or even worse are in a CMBS structure which is frustratingly complicated and where the special servicers don't seem to be incentivized to resolve problems. To make matters worse a lot of the "equity" (assuming there is any") is held in commingled funds which are proving to be pretty dysfunctional.

This lack of control will lead to a much slower resolution of the crash and will keep values down for an extended period.

PS. I was the very first RTC contractor ( on the infamous) Banning Lewis Ranch and worked closely with Joe Robert to get the crucially important "private sector amendment" included in the RTC enabling legislation.

9. COMMERCIAL REAL ESTATE 1986-1994 VS 2008-


  • Plentiful capital (both debt and equity).
  • Deflation in property values followed extended period of rapid increases based upon capitalization/yield rate compression (i.e., without corresponding increases in financial performance).
  • Extremely lax underwriting by lenders.
  • Prior downturn due largely to massive additions to supply coupled with disadvantageous changes in federal tax law; current problems exacerbated by sharp contractions in demand due to deep recession in the overall economy.
  • Much greater portion of capital came from public markets recently than in the prior downturn; spurious ratings of CMBS played a significant role in current situation.
  • The OCC and FDIC are now more knowledgeable regarding distressed commercial real estate than in the prior crash and thus should be more adept in assisting in market-clearing activities.
  • Recovery from the current difficulties is likely to be more prolonged due to a) the forecast slower recovery of the overall economy; b) higher interest rates caused by historic borrowing by the federal government; and c) the likelihood of significantly higher federal income tax burdens on both individuals and businesses.

10. Now – no credit/debt for CRE (due to collapse of CMBS market and near systemic failure of entire banking industry), no transaction activity, very low interest rates (especially compared to U.S. Treasuries), and a very weak, overleveraged U.S. economy.

Then – some credit available, some transaction activity due to regulatory pressure on financial institutions and RTC acting as a clearinghouse, narrower interest rate spread vs. U.S. Treasuries, and less of a global recession.

Both eras experienced difficult fundamentals (today – more of a demand problem, them – more of an oversupply problem), but overall the enormity of the situation is a lot bigger and, from a value erosion perspective, much worse today than 15-18 years ago. The recovery will be slower this time around – if then it took 5 years this time it will be about 7 years (8/2007 until 2014).

11. As I see it, the main difference is that the RTC ended up as the owner of the banks and their assets whereas today the banks still own the majority of the bad loans and toxic assets. The RTC was able to wheel and deal to unload the assets to buyers who were able to finance and manage them. Now, the banks are afraid to deal with the problem loans because of the affect it will have on their balance sheets to show the losses. The RTC had no such worry. Retail was still doing well and the average customer was unaffected so that the chains were not in trouble. Also, a major difference is that there is no viable Wall Street to take take public companies such as mine which was struggling to obtain (maintain) bank financing. All of the new IPOs are funds without a history, looking for deals, not profitable companies with real hard assets. As the joke went, nearly every real estate IPO in the 1990s had a choice between filing a S-1 or Chapter 11. Luckily, the S-1 gang won.

12. In the S & L bailout days the problem was commercial real estate based. Deregulation of the Savings and Loans meant they were permitted to make to make commercial real estate loans and lenders didn’t always act prudently. But the problem wasn’t personal. It wasn’t about people and their homes. This time the housing market brought us into the problem. This time it’s been very personal. Even though a big part of the problem was “investors” and “business” of housing, the problem of overleveraging was with housing, which is seen as impacting people more directly. As a result of it being personal, the impact is/was more widespread. Then the problem was on the front page of the business section. This time it’s on the front page of everything!

Greed and fear are part of our sustainable, capitalistic society and both of these emotions played a role then - S & L Bailout/RTC Days, and now - Financial Bailout. To compare the two “crises” is helpful if it serves to make us wiser. And being wiser is the key! Notice I didn’t’ say smarter. Wise means finding a balance of greed and fear, and right and wrong. No regulation will make you wiser.

13. This financing market reminds me a lot of the early 90s pre-CMBS. There was a time when good credit sales and location were necessary to get a non recourse loan and that time is yet again. Absent one or definitely two of those attributes and borrowers are required to give some recourse.

14. Back then, I was a tax lawyer and our firm did a bit of work for the FSLIC (Federal Savings & Loan Insurance Corporation).The differences between the two eras are pretty stark, in my view. The early ‘90s crash was the product primarily of overbuilding driven by tax incentives, lax underwriting standards at S&L’s and foreign capital (particularly Japanese) that entered the market and drove down cap rates. This led to a collapse in values despite the fact that the underlying economy was pretty okay. Because the economic fundamentals were reasonably sound, monetary easing produced a consumer-led recovery that restored asset values relatively quickly as demand rose and capital markets reformed, led by the opportunity funds.

This time around there is no excess supply, but rather a collapse in demand owing to extremely weak fundamentals as evidenced by the recession, which is itself the product of a credit bubble attributable to foreign account imbalances and an easy monetary policy that resulted in global overleveraging, overbuying and overpaying for assets. The effect on rents of the loss in demand has been made all the more immediate by the advent of the Internet and much better access to information on the part of tenants. Demand will be slow in returning because the economy will take longer to recover this time, a function of globalization and the continuing woes in the banking system. The impending mountain of debt that will require repayment or re-margining probably means that the downdraft in commercial real estate values will continue for some years to come.

In short, the economic fundamentals are much weaker this time and will be much slower to recover, and rents will be a long time recovering as a result, both because some of the job loss is never coming back and because the credit market dysfunctionality will continue for quite some time. We have yet to see the worst of it, generally speaking, and there will be many a false dawn before we see the real McCoy.

15. Then and now. Then: private developers, borrowers, lenders, few investors, fewer global investors, no global service firms. Now: REITs, CMBS (at least a secondary market), opportunity funds, private equity fund model, many investors (too many), several global investors and service firms.

Then: limited financial crisis, real estate depression, deep lessons learned. Now: global financial crisis, massive government intervention, likely recovery, new lessons learned.

Then I was a wiz on the HP 12C, now it's an iPhone. Then Steve Felix was writing letters by hand, now he's (probably) tweeting.

16. With 20-20 hindsight, one would have clearly wanted to be on the buy side in the early 1990's. Although at the time, it was definitely unnerving to be a buyer in the early RTC auctions, it is easy now to see that buying almost everything available would have resulted in outsized returns. The RTC forced the clearing of defaulted loans and set pricing in the market to resume transaction activity relatively soon after the collapse. While at that time being in the owner or borrower position was extremely tough. Little forbearance was available and, although appraisals may have been slow to recognize value declines, almost the only solution to severely deteriorating performance was to accept market pricing and try to move on to a new investment program in the mid-1990's. Today it is not clear that the opportunities to buy will be anywhere near as attractive or voluminous as they were in the early 1990's. The Government, rather than forcing a quick, but painful, correction is trying to stimulate the economy and preserve the financial institutions. This time many owners and borrowers are better able to persevere and perhaps survive with much of their current portfolios intact until things get better. Meanwhile it appears that those with dry powder will find far fewer owners and borrowers ready to capitulate at any price and there will be lots of competition which will also keep some upward pressure on pricing. Interestingly, this time around, capital appears to be returning to look for attractive real estate investment opportunities in real estate much earlier and in greater volume. In the early 1990's it was tough sledding to convince investors that it was a great time to be investing in real estate.

17. I wonder how many remember the RTC precursor, FADA (Federal Asset Disposition Association) headquartered in SF (President Roslyn Payne formerly of Eastdil). FADA as I recall was organized by Federal Home Loan Bank Board to take distressed assets from failing savings banks, liquidate and return proceeds to federal insurers. FADA ultimately bowed to political pressure somewhat tied to questions regarding preferred contractors (not dissimilar to recent Goldman Sachs innuendo) leading to formation of RTC. I believe FADA was actually created in 1985 (a then record year for bank failures) and it took several years before it met its demise as it became buried in politics and the onslaught of Tax Act of 1986 initiated defaults from failed tax syndication schemes, formation of the RTC in 1989, recognition of the scale of the problem by the banks and pension plans and emergence of the modern REIT era in 1991 as over-leveraged developers and owners were forced to the equity market to delever assets rather than pass assets to lenders through foreclosure.

I think we are close to there (new REIT issuance) again. Realization of problem is happening at warp speed when compared to 1985 to 1991 time frame 20 years ago. My presumption is that the size is much greater today but probably not on a relative basis. Remember FSLIC which was put out of business in 1989 and responsibilities taken over by FDIC? Sound like today with latest round of regulatory reorganization. A quick check shows that between 1989 and 1995 the RTC addressed the assets of 700 plus banks/thrifts with nearly $400 billion in distressed assets, that doesn’t include the equity capital brought in the early 90’s by Wall Street to the REIT market. Then, despite slowness to recognize the scale of the problem there truly was a clearing mechanism. Today the structure of debt and its administration is so complex that despite knowledge the workout will be pre-global warming glacial. This could take a long time, maybe as long as 1985 to 1995.

Guess my view is that we’ll get through this only to someday do it again. If you’ve been around long enough you would also recall the 1974/1975 melt-down of the then REIT industry, the conduit method of banks to put real estate lending off-balance sheet and leverage their lending capacity, does that sound like SIV or CMBS or the latest method to dump poorly underwritten investments on a forgetful investing community.

18. As I think about the most dramatic differences between the early 90's and now, I really focus on the dramatic difference in liquidity - which is really driven by no significant debt. I believe that the biggest issue is that the capital positions of the financial institutions are not under pressure from the government.Therefore, they have not been forced to foreclose, take the significant write downs that the current market would require and sell at significantly reduced prices - with debt as part of the sale price. They generally do not want to make loans or the loans that they want to make are at terms that are silly to a well capitalized (equity) buyer. In the RTC days, there was debt available - it was just at very high rates. That allowed investors to buy - but it required substantially lower property prices.

Bottom line? The market cannot "clear" to a pricing level that accurately represents the risk. Real estate needs debt to operate properly - always has and always will. It got out of line with high debt/value ratios, poor underwriting and very low interest rate from 2003-2008. Now it has swung completely the other way. As I have been telling our investors - the banks made stupid decisions when it was good and they have swung the other way and are making equally stupid decisions when it is bad - they are taking 0% risk and demanding unreasonable terms.

19. My “best” memories are of buying assets at distressed, market clearing prices, and of course selling at a profit. Two examples:

1. Major non-U.S. bank was directed to liquidate its CRE loan portfolio. We worked w/ an advisor to buy the whole portfolio, about $125 million, of whole loans. Their “special servicing group” had managed the loans very passively, and was difficult to work with. Our advisor was able to liquidate the portfolio very quickly, in large part through discounted payoffs to borrowers. The borrower achieved a relief from debt and we enjoyed a substantial gain. The only downside was that the asset stayed on our books for only about one year!

2. The first opportunity funds, such as Koll Bren I, were able to make terrific buys, completely unleveraged. After two years, and w/ the benefit of 20/20 hindsight, it seemed that all such buys were “no-brainers” but at the time of the buys the risk of buying distressed assets seemed very high.

20. The differences between then and now are clearly evident. At the time, real estate was an incredibly basic industry, essentially just private investors and insurance companies buying assets, maybe leveraging them conservatively, and waiting for low teen's returns. As a young, naive investment banker (yes, it's possible), I witnessed a handful of very smart, non-real estate private equity types use the crisis to transform the industry into something much more sophisticated. Remember, it was the crisis that lead to the creation of opportunity funds, REIT's as we know them, securitization, and eventually mezzanine and other debt innovations. Pretty much everything we do today. What was most different about those times is that there were few willing to chase the opportunities - of course, once the 50-100% IRR's were identified, everyone piled in.

Today, real estate is ridiculously mainstream, and investors' willingness to invest anywhere, anyhow, at any level of the capital structure continues to amaze me. I'm no longer naive (or with hair), and remain skeptical that we will learn anything from this crisis. Few innovations will come from it (nothing is forcing the innovation this time), the banks will pretend they don't have massive losses long enough that things will inevitably improve (and thus justify their inaction), and we will soon return to frenzied bidding wars to buy mediocre assets at 4.5% yields (at least in Europe). Unlike the last time, when it took almost eight years for investors to re-dip their toes, I predict the wall of cash returns much sooner than is financially justified, which will of course bailout all the silly projections that underly these future buys. And on we go.

As a prologue, during “the last time” I was working for a major insurance company with a large debt portfolio that went down early in the game. The company had made the classic mistake of borrowing long to invest short, and it got caught big time when short investment returns wouldn’t cover the borrowing costs. As the crisis deepened, the company decided to go long in real estate mortgages, as the only investment class then available that could make a profit on the spread. So we pumped about a billion dollars into the mortgage portfolio even though the company knew it was dangerously overconcentrated in its mortgage portfolio – over 50% of its assets in mortgage loans.

The mortgage loans did not perform, and the company did not survive in its then present form. It was bought, merged, and eventually disgorged to survive today as a much smaller company under the old name.

The biggest difference between then and now is the economy. Some of this can be viewed by looking at bankruptcy trends.

Then: Back in the late 80s and early 90s, a borrower would file for Chapter 11 as soon as the lender seemed serious about foreclosing. At one point, my employer had near 700 active bankruptcy suits under litigation. “The Full Employment Act for lawyers.” The banks purged their bad assets through the RTC and moved on into the future relatively quickly.

Now: Well, at least to date: Lenders are not as willing to foreclose. I think a major reason for this is that the banks’ balance sheets are already impaired to the extent that they do not have the capital to support the foreclosure option in volume. During the recent bank bailout from the residential mess, the bailout funds went to prop up the banks’ balance sheets rather than to make new loans. The buzz word has been to “Pretend and Extend”.

It is unclear if the banks will continue to “Pretend and Extend” or if the regulators will force a disgorgement of these troubled assets. The key to what will happen is, in my opinion, the global economic recovery, whenever it comes and with whatever speed and force. Any real estate recovery will be led by jobs, and of course employment is somewhat of a lagging indicator to the economy. All evidence supports a slow recovery. If the economy is strong enough, “Pretend and Extend” will stop. If the economy has a gradual recovery, it won’t for a while.

We need a market clearing mechanism to put this problem behind us. But first, we need to be able to afford it. That’s the dilemma.

22. Interesting question. I think a key difference is that commercial real estate was at the heart of the S&L debacle that triggered the national recession, and market fundamentals were weak due to massive overbuilding, so there was more urgency to solve the problem. Commercial real estate is really secondary this time, a casualty of 2+ years of disarray in the financial markets. I think it would be better to change the rules and allow healthy banks to restructure the loans rather than force foreclosure and ultimately bank failures.

23. Then

· Over-supply of real estate was the major contributor to crisis

· Predominance of whole loans facilitated debt restructuring and re-pricing (which took about five years to complete from time RTC was set up)

· Relatively few opportunistic players competing for non-performing loan portfolios and distressed assets (this was the dawn of the industry)

· An effective central clearinghouse for bank REO and bad loans was in place (the RTC)

· Seller psychology more “realistic” (i.e., not influenced by several years of bubble pricing… we all thought that Japanese buyers were crazy back then), which likely facilitated needed price declines

· Recession was largely focused in construction and defense (with So-Cal bearing 25% of total U.S. job losses). Economic linkages were not as pronounced as today, setting stage for faster recovery.

· Overall banking system was relatively healthy. Sure, there were high-priced lenders (e.g., Bank One), but you could get debt financing for most property types. General business credit was readily available, again stetting stage for faster recovery.

· Baby boomers were relatively young and resilient. Better able to weather the storm and rebound than today.

· In short, we were in “shit” back then


· Over-supply of capital (bubble pricing, stupid lending practices) the major contributor to crisis

· Fractured and complex loan ownership (CMBS, CDS,…) will complicate and likely slow the debt restructuring and re-pricing process

· Large number of opportunistic players out there today. Many institutional investors preparing to commit capital to growing U.S. distress play. Still too much capital chasing too few deals?

· Central clearinghouse for bank REO and bad loans not in place yet.

· Seller’s still have fond memories of high asset values and low cap rates. Bid-ask spread still way too large.

· Day of reckoning still 1-3 years off for many borrowers.

· Current recession is broad-based and larger than anything we’ve experienced in our lifetimes. Global banking system is on life support. Where and when will consumer demand return? (likely well below past trend line)

· Baby boomers a lot older now, less able/willing to reinvent their careers. Worried about their ability to retire. Have kids / grandkids to support. Societal safety nets (pensions, health care, etc.) largely depleted by thirty years of Reagan-ism.

· In short, we are in “deep shit” now

24. All I know is damn near everyone and their brother is running at us for some type of economic relief. Based on the sales reports and level of occupancy, most of it is unwarranted and therefore denied. It’s a poker game but I can tell you as with most casinos, the house is winning. We are fortunate to have good a good Pit Boss and with almost 1,000 retailers we only have a few (less than 10) that we need to chase for rent through the use of outside counsel. That’s incredible odds in this economy but it’s all about controls and some luck too. Now I will tell you not everyone pays on the first of the month, but by the 15-18th we are great shape with only a very few holding out until the last week of the month. I know that’s not what your looking for in your column but wanted to lay that out to you for another time.

25. The difference today is that fundamentals are a bit more solid, the industry learned from the overbuilding (plague of the late 80's & early 90's). Interest rates are lower and the industry has matured with the financial markets- namely, real estate is a global game now. The biggest issue is the Federal government. Last time, they created the RTC to clean up the mess created by the S&L's. The only way to cleanse and restart was to force the classic investment thesis of capitulation. Markets only heal when the bad assets and many good assets are sold in a fire sale. This Congress and our new President are behaving in a way that screams- "I will not be associated with the fire sale of real estate assets held by banks" and attributed to the private equity raid of the candy store at 10 cents on the dollar. The politics and egos and stopping them from initiating the very cleansing mechanism we need. Therefore- we are seeing loan extensions and very few foreclosures. Therefore, the Congress has turned Citibank, B of A etc. into RTC II's. Government funds the banks, they extend and we push this mess out three years- but never resolve. Smells like Japan!

26. Same as before:

  • Opportunity to make lots of money

Different from before

  • No one forcing sales at the moment, as the regulators did in 90s.
  • More players, more transparency with every body having a similar strategy…
27. Main differences:

Government was willing to take and in fact forced banks to take the pain, take massive writedowns, and move on as quickly as possible, so market could "clear" (i.e., trades/transactions would happen) recovery could begin.

Banks were unwilling owners of real estate, so had no desire to hold and wait (may be different this time, as banks believe they learned a lesson watching others make money on their dime due to selling too early).

Also different is that consumer was not tapped out then and soon would begin spending, which helped pull us out of recession and spurred corp profits, which in turn spurred tenants/leasing. Not sure when consumer will return this time.

Government was willing to take and in fact forced banks to take the pain, take massive writedowns, and move on as quickly as possible, so market could "clear" (i.e., trades/transactions would happen) recovery could begin.

Banks were unwilling owners of real estate, so had no desire to hold and wait (may be different this time, as banks believe they learned a lesson watching others make money on their dime due to selling too early).

Also different is that consumer was not tapped out then and soon would begin spending, which helped pull us out of recession and spurred corp profits, which in turn spurred tenants/leasing. Not sure when consumer will return this time.

My gratitude to all who participated in this little 'idea exchange.' There are a lot of good suggestions contained in these thoughtful responses. Think we should suggest them to the dudes in D.C.?

Sept.11: Isn't it a sad commentary that it's been eight years since the World Trade Center event and there is still nothing built...just talk, lawsuits, politics and bullshit. Everyone involved should be ashamed of themselves.

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