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- 📈Preferred Equity: The Basics
📈Preferred Equity: The Basics
Numbers Don't Lie: The only newsletter helping you become an expert commercial real estate underwriter every Saturday 11am EST/10am CST.
Here's my preferred topic for this Saturday - Preferred Equity
If you are in the commercial real estate space, chances are you have heard the term preferred equity. It's becoming increasingly more popular.
But what the heck is it?!
Preferred Equity Simply Defined:
Preferred equity (PE) is the layer of a capital stack that sits in between common equity and the senior debt (or sometimes Mezz). Since we always read the capital stack from the bottom up, we can see that senior debt is always paid first, then preferred equity, and then finally common equity.
Often PE investors are providing a large chunk of equity, and therefore, want to get paid first (preferred position) before the common equity. By getting paid first, the PE provider is in a less risky position compared to the common equity investors.
PE is interesting because it has characteristics of both debt and equity. Meaning, preferred equity often gets paid a fixed rate of return (like debt) but can also still earn tax and depreciation benefits (like equity).
Why Sponsors Use Preferred Equity
PE equity acts as additional proceeds to your deal, therefore it can increase your leverage on the deal. For example, if your lender is willing to provide you with 70% LTV debt, a PE partner can provide a chunk of equity (which acts like debt) to increase the leverage overall. So now, your leverage could be 80%.
Again, since the PE investors earns a fixed rate of return, the sponsor and the common equity investors earn all of the upside. For example, let's say you agree to pay a PE investor 8% on your next deal. In 5 years, you sell the deal for an absolutely amazing price way above your projections. You still pay the PE investor their 8% and nothing more. You and your common equity investors will benefit from all of the upside. Not bad right?
Soft Pay Vs Hard Pay
Below, I will be referring to what is known as the current pay distribution, meaning the cash distribution paid (either monthly or quarterly).
Soft Pay - You pay the PE investor an agreed upon return. Let's say 8%. If the project does not allow you to provide the 8% return or you miss a payment, the PE investor is not able to take control of the deal and the payment accrues to the next year. However, there may still be consequences for missing the payment.
Hard Pay - You agree to pay the PE investor 8% on distributions. By missing this payment, this would trigger a default and would allow the PE investor to exercise certain control rights.
Conclusion
Those are the basics of preferred equity and why it's used. Of course, there are pros and cons to using PE. It can be an amazing tool for some real estate transactions but definitely not best suited for every deal.
Feel free to reply directly to this email if you have any questions!
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Real Estate Terms Defined
Origination Fee: An origination fee (AKA financing fee) is an upfront fee charged by a lender to process a new loan application. It acts as compensation for executing the loan.
Origination fees are typically 1% of the total loan amount. On our most recent deal, the lender charged us $520,000 ($52M x 1%) to process our loan!
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