For nearly 30 years, I have represented borrowers and lenders in commercial real estate transactions. During this time it has become apparent that many Buyers do not have a clear understanding of what is required to document a commercial real estate loan. Unless the basics are understood, the likelihood of success in closing a commercial real estate transaction is greatly reduced.Throughout the process of negotiating the sale contract, all parties must keep their eye on what the Buyer’s lender will reasonably require as a condition to financing the purchase. This may not be what the parties want to focus on, but if this aspect of the transaction is ignored, the deal may not close at all.Sellers and their agents often express the attitude that the Buyer’s financing is the Buyer’s problem, not theirs. Perhaps, but facilitating Buyer’s financing should certainly be of interest to Sellers. How many sale transactions will close if the Buyer cannot get financing?This is not to suggest that Sellers should intrude upon the relationship between the Buyer and its lender, or become actively involved in obtaining Buyer’s financing. It does mean, however, that the Seller should understand what information concerning the property the Buyer will need to produce to its lender to obtain financing, and that Seller should be prepared to fully cooperate with the Buyer in all reasonable respects to produce that information.Basic Lending CriteriaLenders actively involved in making loans secured by commercial real estate typically have the same or similar documentation requirements. Unless these requirements can be satisfied, the loan will not be funded. If the loan is not funded, the sale transaction will not likely close.For Lenders, the object, always, is to establish two basic lending criteria:1. The ability of the borrower to repay the loan; and2. The ability of the lender to recover the full amount of the loan, including outstanding principal, accrued and unpaid interest, and all reasonable costs of collection, in the event the borrower fails to repay the loan.In nearly every loan of every type, these two lending criteria form the basis of the lender’s willingness to make the loan. Virtually all documentation in the loan closing process points to satisfying these two criteria. There are other legal requirements and regulations requiring lender compliance, but these two basic lending criteria represent, for the lender, what the loan closing process seeks to establish. They are also a primary focus of bank regulators, such as the FDIC, in verifying that the lender is following safe and sound lending practices.Few lenders engaged in commercial real estate lending are interested in making loans without collateral sufficient to assure repayment of the entire loan, including outstanding principal, accrued and unpaid interest, and all reasonable costs of collection, even where the borrower’s independent ability to repay is substantial. As we have seen time and again, changes in economic conditions, whether occurring from ordinary economic cycles, changes in technology, natural disasters, divorce, death, and even terrorist attack or war, can change the “ability” of a borrower to pay. Prudent lending practices require adequate security for any loan of substance.Documenting The LoanThere is no magic to documenting a commercial real estate loan. There are issues to resolve and documents to draft, but all can be managed efficiently and effectively if all parties to the transaction recognize the legitimate needs of the lender and plan the transaction and the contract requirements with a view toward satisfying those needs within the framework of the sale transaction.While the credit decision to issue a loan commitment focuses primarily on the ability of the borrower to repay the loan; the loan closing process focuses primarily on verification and documentation of the second stated criteria: confirmation that the collateral is sufficient to assure repayment of the loan, including all principal, accrued and unpaid interest, late fees, attorneys fees and other costs of collection, in the event the borrower fails to voluntarily repay the loan.With this in mind, most commercial real estate lenders approach commercial real estate closings by viewing themselves as potential “back-up buyers”. They are always testing their collateral position against the possibility that the Buyer/Borrower will default, with the lender being forced to foreclose and become the owner of the property. Their documentation requirements are designed to place the lender, after foreclosure, in as good a position as they would require at closing if they were a sophisticated direct buyer of the property; with the expectation that the lender may need to sell the property to a future sophisticated buyer to recover repayment of their loan.Top 10 Lender DeliveriesIn documenting a commercial real estate loan, the parties must recognize that virtually all commercial real estate lenders will require, among other things, delivery of the following “property documents”:1. Operating Statements for the past 3 years reflecting income and expenses of operations, including cost and timing of scheduled capital improvements;2. Certified copies of all Leases;3. A Certified Rent Roll as of the date of the Purchase Contract, and again as of a date within 2 or 3 days prior to closing;4. Estoppel Certificates signed by each tenant (or, typically, tenants representing 90% of the leased GLA in the project) dated within 15 days prior to closing;5. Subordination, Non-Disturbance and Attornment (“SNDA”) Agreements signed by each tenant;6. An ALTA lender’s title insurance policy with required endorsements, including, among others, an ALTA 3.1 Zoning Endorsement (modified to include parking), ALTA Endorsement No. 4 (Contiguity Endorsement insuring the mortgaged property constitutes a single parcel with no gaps or gores), and an Access Endorsement (insuring that the mortgaged property has access to public streets and ways for vehicular and pedestrian traffic);7. Copies of all documents of record which are to remain as encumbrances following closing, including all easements, restrictions, party wall agreements and other similar items;8. A current Plat of Survey prepared in accordance with 2011 Minimum Standard Detail for ALTA/ACSM Land Title Surveys, certified to the lender, Buyer and the title insurer;9. A satisfactory Environmental Site Assessment Report (Phase I Audit) and, if appropriate under the circumstances, a Phase 2 Audit, to demonstrate the property is not burdened with any recognized environmental defect; and10. A Site Improvements Inspection Report to evaluate the structural integrity of improvements.To be sure, there will be other requirements and deliveries the Buyer will be expected to satisfy as a condition to obtaining funding of the purchase money loan, but the items listed above are virtually universal. If the parties do not draft the purchase contract to accommodate timely delivery of these items to lender, the chances of closing the transaction are greatly reduced.Planning for Closing CostsThe closing process for commercial real estate transactions can be expensive. In addition to drafting the Purchase Contract to accommodate the documentary requirements of the Buyer’s lender, the Buyer and his advisors need to consider and adequately plan for the high cost of bringing a commercial real estate transaction from contract to closing.If competent Buyer’s counsel and competent lender’s counsel work together, each understanding what is required to be done to get the transaction closed, the cost of closing can be kept to a minimum, though it will undoubtedly remain substantial. It is not unusual for closing costs for a commercial real estate transaction with even typical closing issues to run thousands of dollars. Buyers must understand this and be prepared to accept it as a cost of doing business.Sophisticated Buyers understand the costs involved in documenting and closing a commercial real estate transaction and factor them into the overall cost of the transaction, just as they do costs such as the agreed upon purchase price, real estate brokerage commissions, loan brokerage fees, loan commitment fees and the like.Closing costs can constitute significant transaction expenses and must be factored into the Buyer’s business decision-making process in determining whether to proceed with a commercial real estate transaction. They are inescapable expenditures that add to Buyer’s cost of acquiring commercial real estate. They must be taken into account to determine the “true purchase price” to be paid by the Buyer to acquire any given project and to accurately calculate the anticipated yield on investment.Some closing costs may be shifted to the Seller through custom or effective contract negotiation, but many will unavoidably fall on the Buyer. These can easily total tens of thousands of dollars in an even moderately sized commercial real estate transaction in the $1,000,000 to $5,000,000 price range.Costs often overlooked, but ever present, include title insurance with required lender endorsements, an ALTA Survey, environmental audit(s), a Site Improvements Inspection Report and, somewhat surprisingly, Buyers attorney’s fees.For reasons that escape me, inexperienced Buyers of commercial real estate, and even some experienced Buyers, nearly always underestimate attorneys fees required in any given transaction. This is not because they are unpredictable, since the combined fees a Buyer must pay to its own attorney and to the Lender’s attorney typically aggregate around 1% of the Purchase Price. Perhaps it stems from wishful thinking associated with the customarily low attorneys fees charged by attorneys handling residential real estate closings. In reality, the level of sophistication and the amount of specialized work required to fully investigate and document a transaction for a Buyer of commercial real estate makes comparisons with residential real estate transactions inappropriate. Sophisticated commercial real estate investors understand this. Less sophisticated commercial real estate buyers must learn how to properly budget this cost.ConclusionConcluding negotiations for the sale/purchase of a substantial commercial real estate project is a thrilling experience but, until the transaction closes, it is only ink on paper. To get to closing, the contract must anticipate the documentation the Buyer will be required to deliver to its lender to obtain purchase money financing. The Buyer must also be aware of the substantial costs to be incurred in preparing for closing so that Buyer may reasonably plan its cash requirements for closing. With a clear understanding of what is required, and advanced planning to satisfy those requirements, the likelihood of successfully closing will be greatly enhanced.
Alstons Furniture – A Brief History
The Alston family has been involved with furniture for over two centuries. As far back as 1776 there were Alstons repairing furniture in their Chelsea workshop.The present family’s direct ancestors started the business that became the Alstons Furniture business we know today in Sudbury, Suffolk. William Alston (1839-1919) and his brother Ambrose (1834 – 1902) were both master cabinet makers during the middle of the 19th century. William Alston later became a furniture dealer as well, selling from premises in 95 North Street, Sudbury. The Alstons Furniture business prospered and moved to 9 Old Market Place, Sudbury in 1875 Both of William Alston’s sons, Hammond and Percy worked in the business and together they then created one of the first all electric workshops.The premises at Old Market Place became a retail furniture shop as well, with additional workshops. One of which was to eventually form the beginnings of the Alstons Furniture Upholstery operation much later on. In 1921 Percy Alston’s son Leslie started an apprenticeship with his father and then completed this at Fisher Trade Woodworking in London’s East End.In 1937 Leslie started his own manufacturing business at a redundant coconut matting factory in Long Melford. The business was set up with a £6,000 bank loan. Leslie’s brother Roy joined him there to help run the new venture. The company later adopted the trade mark Albro as an abbreviation of Alston brothers, this continued into the 1980′s.During the Second World War, the factory in Long Melford switched its production to ‘utility’ bedroom and dining furniture. Extra work was also taken on to manufacture coffins for the war effort.Later in the war, the Long Melford factory was burnt out and new premises were sought in Ipswich. Initially production was resumed within Wrinch’s factory in Nacton Road, Ipswich. Land was also purchased adjacent to Wrinch’s and a factory was built by joining war surplus Nissen huts together to form a linear building and a continuous furniture production line was created within it. This temporary structure survived until 1971 when a new building was erected over the old huts ensuring that not an hour of production was lost.The Alstons Furniture cabinet business has remained at this site to this day. During this time a new head office had been built and a programme of continuous investment in machinery maintained. Alstons Furniture has manufactured almost exclusively bedroom furniture during this period. In the 1950′s and 60′s this was centered on suites of bedroom furniture of veneered teak, walnut and mahogany finish (a suite comprised a ladies wardrobe, a gents wardrobe and a dressing table). The 1970′s saw the introduction of modular bedroom furniture ranges in veneered and painted finishes.In more recent years the Alstons have become a market leader in the production of traditional and contemporary bedroom ranges of laminate and painted finish.Leslie Alston remained in charge of the business until his death in 1976 at which point his oldest son Rex (John) took over as Managing Director with Leslie’s brother Percy (Roy) as Chairman. In 1979 Alan, Leslie’s other son became Chairman and Managing Director of Alstons Furniture, assisted by his bother Rex and with their cousin Noel (Percy’s son) as Sales Director. John P Alston joined the family business, Alstons Furniture, in 1974 becoming a Director in 1987 and Managing Director in 1995. In 2008 David Alston became Chairman of Alstons Furniture, taking on this role directly from his father. Also in this year John’s daughter Jessica Alston joined Alstons Furniture as a design assistant.The Upholstery business flourished and within 10 years, further satellite factories were opened in Hadleigh, Suffolk and Clacton, Essex.The recession of the early 1980′s saw a contraction of Alstons Furniture and the satellite factories were closed down and production and investment consolidated at the Colchester site. Up until 1995 Alan Alston continued to be responsible for the running of Alstons Furniture. In 1995 David Alston, Alan’s youngest son became Managing Director of the company and the responsibility passed on.In 2008 John Alston took on the role of chairman of Alstons Furniture from his father.During the life of the company it has manufactured sofas, sofa beds, sideboards, chairs and recliner chairs.Alstons Furniture continues to make all its production from its factory in Colchester and is now one of the leading producers of upholstery in the UK.
Enhance Your Marketing Through Personal Products Promotion
If you are in sales, great customer service and product knowledge are the basic foundation to your success. These skills will undoubtedly increase your production and earnings over time, but growing your business by word of mouth advertising and through past customers referrals will take time. Adding marketing and promotional products to promote your business will be an effective compliment to expand your business faster.If you are in the financial or real estate business, after you have completed a transaction and your customer is happy with your service, they may tell their friends and family for a few weeks. Unfortunately, after a few weeks the referrals will likely stop unless you maintain contact with them. A strong marketing and promotional campaign is a vital key to keeping up with your competition. Promotional campaigns use products that have your name, logo, and contact information on them to help you grow your business and develop recognition in your marketplace. When calling on your lead sources make your sales calls more effective and lasting by offering them useful products that will promote your services. Typical promotional products such as: pens, cups, flash lights, tape measures, and stress balls are all useful items in the real estate and financial industries. If you add a promotional campaign to your marketing endeavors, you should be able to lengthen the time your past customers and lead sources promote you and your business, thereby retaining a higher percentage of your past customers.Promotional items will also assist you in introducing a new services or products that you may want to offer. These new products and services may help you specialize and become more profitable. Becoming an expert in rehabilitation loans, first time home buyer down payment assistance loans, or zero down payment mortgage products and promoting your expertise through marketing and promotional products campaigns will decrease the time needed to capture new business and profits. You can create a marketing promotional campaign to maintain contact with past customers, reach out to new customers at events, or more effectively promote yourself through your sphere of influence. Creating an effective promotional marketing campaign will help you and your contacts spread the news of what you can offer. Promotional items should fit your business needs and can be used as closing gifts, informational pieces, generalized marketing, and employee retention and motivation.Creating an all-encompassing marketing system should utilize all aspects of personal promotion to reach your lead sources, these include: seminars, product knowledge, outstanding customers service, consistent contact, and retention systems to maximize your efforts. Developing a total marketing plan will enhanced your overall image as an expert and increases the likelihood that they will recommend their connections to you.