When is Commercial Real Estate Right for You?

If you have been skirting around the idea of investing in commercial real estate, you may be wondering how you can know when it’s the right time to invest in these properties. The right time for you will be synchronistic; your borrowing and repayment capacity will meet market opportunities to buy low in an area that offers high potential growth. There is certainly some luck involved in this, however, for the most part good preparation meets opportunity to result in long term profitability.

Investing in commercial real estate can be very profitable if you carefully evaluate the market and are cognizant of both the risks and the benefits. Commercial real estate can offer the canny investor the benefits of cash flow, depreciation, appreciation and capital growth. It can provide tax benefits, help you diversify your portfolio and increase your personal wealth.

Profiting from commercial real estate is basically a matter of buying low and selling high. Properties that are under-priced or under-performing in areas with a solid and sustained rate of growth are considered to offer the best profit potential. All these factors are essential aspects to successful commercial real estate investing. However, taking the time to gain needed expertise and experience cannot be underestimated.

Before committing to purchase a commercial real estate property, it is important to understand what you want to achieve from the investment. For example, are you planning to hold onto the property for a long term to benefit from capital gain and are therefore less concerned with annual rental returns, or do you need the cash flow generated by higher returns? In fact, to be successful at investing in commercial real estate you need to acquire the right mindset before you even begin to look at properties. You can rarely make money quickly in commercial real estate, rather the most successful investors are willing to hold onto their properties for the long term. The very nature of commercial real estate investment requires you to take an unemotional approach involving thoughtful analysis, research and extensive due diligence. You need to become a long range thinker, planner and implementer.

It is always a good idea to get expert advice, but remember real estate agents and property management companies are selling their services and will not necessarily tell you the whole truth. Caveat Emptor (Buyer Beware) holds very true for commercial real estate investing. You need to do your research in order to avoid serious pitfalls.

Before purchasing a commercial property, check into the demographic information relating to the area within an easy distance (for example, a five mile radius). Knowing the average age, average household composition, average household income, and ethnicities can be very revealing. If the commercial property you are considering is retail, you will also need to consider the quantity of passing traffic and ease of parking.

An obvious consideration when evaluating commercial real estate as an investment is the vacancy rate as well as the absorption rate over the previous few years. You also need to consider the length of current leases still to run. This is important for two reasons. First, the current rents may be lower than the market value. Alternatively, they may be providing a good return and the longer the lease the better the value of the property because you will not have to fill vacancies.

The aim when purchasing commercial real estate is to get the best return on investment at the lowest possible risk. For example, there is far less risk in purchasing an office building with ten well paying tenants in it who still have a substantial period of their lease to run than it would be to buy one with leases about to expire or only one or two tenants.

Commercial properties are commonly much more expensive than other forms of real estate and significantly more complicated in terms of market considerations. You will need to sort through a lot of information designed to put the property in the best possible light so you will need to have excellent analytical skills to sort through relevant data from the false impressions. Commercial investment needs to be taken slowly. Take whatever time you need to evaluate the suitability of a property for your investment purposes.

Commercial real estate transactions are not for the nervous. They are usually complicated and require you to be conversant with a range of relevant facts, figures and data acquired from a number of relevant sources. Commercial real estate investing must be approached logically and carefully. You cannot afford to fall in love with a property if you wish to make money. It is important to be very selective when it comes to properties under your consideration. If you can meet the criteria for successful commercial real estate investing suggested in this article and are fortunate to find the right property at the right place at the right time you have every chance of doing very well from your property investment decisions.

Cold Calling in Commercial Real Estate

Commercial real estate is an easier property market segment to work in because it is built around logic and not emotion. Most of the prospecting calls and meetings you make are with people that are ‘business savvy’, and know real needs and solutions when they see them.

The emotion seen with owners in residential property is not a problem in commercial real estate however you do need to know what you are talking about given that commercial is a complex investment property type and the property owners are usually very aware of what is going on. For this reason, and to all the newcomers to the industry, you must know your product very well and be able to talk to it from many angles. Without this many property owners will discount your relevance to them.

Get Your Head and Thinking Straight

B2B cold calling is an essential part of daily activities in commercial real estate however it frequently fails because most salespeople sound like they are making a cold call. Here are two essential rules of cold calling success in commercial real estate:

  • It is the ‘how you do it’ that really matters to the call conversions to appointments.
  • What you ‘think about’ in doing the regular call process also is a critical part of the method.

Change the Name – and you will change the results you get

‘Cold calling’ implies something less than ‘warm’ and pleasant. To solve this problem, I prefer to think of it as ‘Call Direct’. It is a more positive mental image than anything that is ‘cold’! To be successful in making these calls, you must sell the process to yourself and believe that you are good at it.

When calling a prospect in commercial real estate, most salespeople are trying to ‘get’ something from someone. They are trying to ‘get’ an appointment or ‘get’ a listing. The fact of the call is that no one wants to ‘give’ something to someone they do not know, like, trust and respect. This is why most commercial salespeople fail miserably at this process.

But ‘getting’ is not the purpose of ‘call direct’. ‘Call direct’ is a discarding or disqualifying process. It is just like panning for gold or digging for diamonds. You have to turn over a lot of dirt before you find the gems. If you do not understand or accept this principle, then you will become frustrated and think that your efforts are not working. You will give in far too easily (this is what most people do and they therefore struggle to achieve great levels of listings and transactions).

Your objective in ‘call direct’ is to disqualify as many people as possible, as quickly as possible. That eliminates the time and money wasted in sending literature or seeing people who will never use your services, and it stops the fruitless follow-up calls that lead nowhere but to frustration.

You only have 30-45 seconds to deliver a specific and compelling reason for the person on the other end of the telephone to ‘want’ to continue the conversation. Skip the small talk and get right to the point. Be a ‘top performer’ in the call process.

You will be most effective when your 30-45 seconds causes the prospect to identify a real estate related problem in their mind that you can help them fix. People will talk to you if you shed light on a problem they need to have fixed; only for that reason.

Problems in commercial real estate typically focus around loss of rent, tenant problems, wasted time, inefficiencies in returns, competition pressures, disposal needs, functioning of the property, age of the asset, or repositioning etc.

If the prospect (not you) identifies something that is having negative ramifications on their property performance (a problem) AND they are serious about getting rid of that problem, then you ‘may’ have a possible reason to continue.

If there is a possible fit between you, then you can set an appointment to explore the possibilities of helping that prospect in some way get rid of that problem. There is no point in setting up an appointment simply because the other person lets you do so. You must determine that they are relevant to you, they are the decision makers, and that they have an interest in what you are talking about.

Protect your time by qualifying the correct people over the telephone before you make that appointment. There are a lot of prospects out there who think that they are the ‘decision maker’, and in reality are nowhere near those that are. Think like a ‘top performer’ and protect your time; it is the most important resource that you have.

What to Say?

Have you ever been stuck to know what to say when you call prospects in commercial real estate? If you are like many people you will use a script that is fairly typical and ‘all about you’. The process has poor results and ends in low call conversions to appointments. You have to change the call process significantly so that it has some relevance to ‘them’. When you do this your call conversions will rise.

The object of the call is only to get appointments with relevant people. That is the only thing you should be ‘selling’ in the cold call. The call should be used to identify if there is a genuine need on the part of the person that you have called, and then only to set up a meeting.

You are a skillful and relevant commercial real estate consultant in your market, and on that basis you are calling people to see if they have a property need and if you can help them with that.

Remember this fact and make it the foundation of your calls. There is no purpose in setting up meetings with people that really do not need you, or have no ability to make a decision on commercial real estate matters. This market today is not something in which you should waste time. Your time is money and money is precious.

The Call Structure?

The ‘call direct’ structure is so important and must be centred on the prospects situation and not yours. Try this as a basic approach.

  • Tell them your name and company
  • Ask permission to talk to them for 60 seconds
  • Tell them that they can end the conversation if they want to after that point.
  • Get right to the point by focusing on their needs (not yours)
  • Help them identify their business problems by offering a ‘short menu’
  • Never try to convince a prospect to take your services or have a meeting without qualification; instead let them convince you it is worth your time and effort to meet with them.
  • Honour your agreement and let them off the hook if they do not want to engage

Here’s an example of ‘call direct’ for Commercial Real Estate Sales or Leasing:

  • Brian, this is John Brown from Atlas Commercial Real Estate. The nature of the call is property related.
  • Can I take 60 seconds of your time to chat and then you can tell me if we should continue speaking?
  • Thanks for that…. I will be brief.
  • I am just calling to see if commercial property is an issue for you in this market, particularly with sales or leasing needs.
  • ‘Results are on the radar’ for many local property owners at the moment, and we have some ways of helping with that.
  • Is that an issue for you?
  • That’s not a problem Brian, as I said I just want to see if we are a clear fit or a match and can help you in any way.
  • Many property owners are concerned about their returns or occupancy situation in the face of more competition or market pressure. They are looking for ways to increase reliability and consistency of the property’s performance.
  • Its good insurance in this market.
  • Brian, that being said, could these be things be issues for you in the future?….. Or is everything running 100% smoothly?’

In less than 60 seconds you will know if you have someone on the line that is relevant to you. If they do not have any commercial real estate problems that you can fix, then it’s over (for now). Remember, they may not have a property problem today, but they may have one in the future. Put them in the database for another call if you think it is relevant.

If you make ‘call direct’ a scheduled business event at the same time in your daily diary, and you action it with consistency, you will be amazed how much new business you will dig up. Understand also that ‘no’ is an ‘ok’ word that, when given by the prospect, simply needs qualification in case some future need is still hidden in the discussion. You will get many ‘no thanks’ comments as part of the call process. Do not try and push or convert every ‘no thanks’ to an agreement for a meeting, unless you really know that the prospect is truly relevant and that they will have a need in the future.

Make this call process part of your daily business model and continue it even when you become more successful. As you get more referral business from ‘happy’ clients you should still continue the call process as it is foundational to permanent and real success in all types of commercial real estate markets. The only other essential element to incorporate in this activity is a good database program where you can register leads and feedback. This will be your funnel for future business.

As simple as all this sounds it is surprising how many people do not do what I have explained here. They loose focus and quickly revert to old random habits and actions; they then get random results. Your success in the commercial real estate industry is centred around your choices and your ability to change your habits on the things that really matter to your business. Get the message? Happy hunting!

Due Diligence Checklists – For Commercial Real Estate Transactions

Planning to purchase or finance Commercial or Industrial Real Estate? Shopping Center? Office Building? Restaurant/Banquet property? Parking Lot? Storefront? Gas Station? Manufacturing facility? Warehouse? Logistics Terminal? Medical Building? Nursing Home? Hotel/Motel? Pharmacy? Bank facility? Sports and Entertainment Arena? Other?

A KEY to investing in commercial real estate is performing an adequate Due Diligence Investigation to assure you know all material facts to make a wise investment decision and to calculate your expected investment yield.

The following checklists are designed to help you conduct a focused and meaningful Due Diligence Investigation.

Basic Due Diligence Concepts:

Commercial Real Estate transactions are NOT similar to large home purchases.

Caveat Emptor: Let the Buyer beware.

Consumer protection laws applicable to home purchases seldom apply to commercial real estate transactions. The rule that a Buyer must examine, judge, and test for himself, applies to the purchase of commercial real estate.

Due Diligence: “Such a measure of prudence, activity, or assiduity, as is proper to be expected from, and ordinarily exercised by, a reasonable and prudent [person] under the particular circumstances; not measured by any absolute standard, but depending upon the relative facts of the special case.” Black’s Law Dictionary; West Publishing Company.

Contractual representations and warranties are NOT a substitute for Due Diligence.

Breach of representations and warranties = Litigation, time and money.

WHAT DILIGENCE IS DUE?

The scope, intensity and focus of any due diligence investigation of commercial or industrial real estate depends upon the objectives of the party for whom the investigation is conducted. These objectives may vary depending upon whether the investigation is conducted for the benefit of (i) a Strategic Buyer (or long-term lessee); (ii) a Financial Buyer; (iii) a Developer; or (iv) a Lender.

If you are a Seller, understand that to close the transaction your Buyer (and its Lender) must address all issues material to its objective – some of which require information only you, as Owner, can adequately provide.

GENERAL OBJECTIVES:

(i) A “Strategic Buyer” (or long-term lessee) is acquiring the property for its own use and must verify that the property is suitable for that intended use.

(ii) A “Financial Buyer” is acquiring the property for the expected return on investment generated by the property’s income stream, and must determine the amount, velocity and durability of the revenue stream. A sophisticated Financial Buyer will likely calculate its yield based upon discounted cash-flows rather than the must less precise capitalization rate (“cap rate”), and will need adequate financial information to do so.

(iii) A “Developer” is seeking to add value by changing the character or use of the property – usually with a short-term to intermediate-term exit strategy to dispose of the property; although, a Developer might plan to hold the property long term as Financial Buyer after development or redevelopment. The Developer must focus on whether the planned change is character or use can be accomplished in a cost-effective manner. A developer conducting due diligence will focus on issues involving market demand, access, use and finances.

(iv) A “Lender” is seeking to establish two basic lending criteria:

1. “Ability to Repay” – The ability of the property to generate sufficient revenue to repay the loan on a timely basis; and

2. “Sufficiency of Collateral” – The objective disposal value of the collateral in the event of a loan default, to assure adequate funds to repay the loan, carrying costs and costs of collection in the event forced collection becomes necessary.

The amount of diligent inquiry due to be expended (i.e. “Due Diligence”) to investigate any particular commercial or industrial real estate project is the amount of inquiry required to answer each of the following questions to the extent relevant to the objectives of the party conducting the investigation:

I. THE PROPERTY:

1. Exactly what PROPERTY does Purchaser believe it is acquiring?

(a) Land?

(b) Building?

(c) Fixtures?

(d) Other Improvements?

(e) Other Rights?

(f) The entire fee title interest including all air rights and subterranean rights?

(g) All development rights?

2. What is Purchaser’s planned use of the Property?

3. Does the physical condition of the Property permit use as planned?

(a) Commercially adequate access to public streets and ways?

(b) Sufficient parking?

(c) Structural condition of improvements?

(d) Environmental contamination?

(i) Innocent Purchaser defense vs. exemption from liability

(ii) All Appropriate Inquiry

4. Is there any legal restriction to Purchaser’s use of the Property as planned?

(a) Zoning?

(b) Private land use controls?

(c) Americans with Disabilities Act?

(d) Availability of licenses?

(i) Liquor license?

(ii) Entertainment license?

(iii) Outdoor dining license?

(iv) Drive through windows permitted?

(e) Other impediments?

5. How much does Purchaser expect to pay for the property?

6. Is there any condition on or within the Property that is likely to increase Purchaser’s effective cost to acquire or use the Property?

(a) Property owner’s assessments?

(b) Real estate tax in line with value?

(c) Special Assessment?

(d) Required user fees for necessary amenities?

(i) Drainage?

(ii) Access?

(iii) Parking?

(iv) Other?

7. Any encroachments onto the Property, or from the Property onto other lands?

8. Are there any encumbrances on the Property that will not be cleared at Closing?

(a) Easements?

(b) Covenants Running with the Land?

(c) Liens or other financial servitudes?

(d) Leases?

9. Leases?

(a) Security Deposits?

(b) Options to Extend Term?

(c) Options to Purchase?

(d) Rights of First Refusal?

(e) Rights of First Offer?

(f) Maintenance Obligations?

(g) Duty on Landlord to provide utilities?

(h) Real estate tax or CAM escrows?

(i) Delinquent rent?

(j) Pre-Paid rent?

(k) Tenant mix/use controls?

(l) Tenant exclusives?

(m) Tenant parking requirements?

(n) Automatic subordination of Lease to future mortgages?

(o) Other material Lease terms?

10. New Construction?

(a) Availability of construction permits?

(b) Utilities?

(c) NPDES (National Pollutant Discharge Elimination System) Permit?

(i) Phase 2 effective March 2003 – Permit required if earth is disturbed on one acre or more of land.

(ii) If applicable, Storm Water Pollution Prevention Plan (SWPPP) is required.

II. THE SELLER:

1. Who is the Seller?

(a) Individual?

(b) Trust?

(c) Partnership?

(d) Corporation?

(e) Limited Liability Company?

(f) Other legally existing entity?

2. If other than natural person, does Seller validly exist and is Seller in good standing?

3. Does the Seller own the Property?

4. Does Seller have authority to convey the Property?

(a) Board of Director Approvals?

(b) Shareholder or Member approval?

(c) Other consents?

(d) If foreign individual or entity, are any special requirements applicable?

(i) Qualification to do business in jurisdiction of Property?

(ii) Federal Tax Withholding?

(iii) US Patriot Act compliance?

5. Who has authority to bind Seller?

6. Are sale proceeds sufficient to pay off all liens?

III. THE PURCHASER:

1. Who is the Purchaser?

2. What is the Purchaser/Grantee’s exact legal name?

3. If Purchaser/Grantee is an entity, has it been validly created and is it in good standing?

(a) Articles or Incorporation – Articles of Organization

(b) Certificate of Good Standing

4. Is Purchaser/Grantee authorized to own and operate the Property and, if applicable, finance acquisition of the Property?

(a) Board of Director Approvals?

(b) Shareholder or Member approval?

(c) If foreign individual or entity, are any special requirements applicable?

(i) Qualification to do business in jurisdiction of the Property?

(ii) US Patriot Act compliance?

(iii) Bank Secrecy Act/Anti-Money Laundering compliance?

5. Who is authorized to bind the Purchaser/Grantee?

IV. PURCHASER FINANCING:

A. BUSINESS TERMS OF THE LOAN:

What loan terms have the Purchaser, as Borrower, and its Lender agreed to?

(a) What is the amount of the loan?

(b) What is the interest rate?

(c) What are the repayment terms?

(d) What is the collateral?

(i) Commercial real estate only?

(ii) Real estate and personal property together?

(e) First lien? A junior lien?

(f) Is it a single advance loan?

(g) A multiple advance loan?

(h) A construction loan?

(i) If it is a multiple advance loan, can the principal be re-borrowed once repaid prior to maturity of the loan; making it, in effect, a revolving line of credit?

(j) Are there reserve requirements?

(i) Interest reserves?

(ii) Repair reserves?

(iii) Real estate tax reserves?

(iv) Insurance reserves?

(v) Environmental remediation reserves?

(vi) Other reserves?

(k) Are there requirements for Borrower to open business operating accounts with the Lender? If so, is the Borrower obligated to maintain minimum compensating balances?

(l) Is the Borrower required to pledge business accounts as additional collateral?

(m) Are there early repayment fees or yield maintenance requirements (each sometimes referred to as “pre-payment penalties”)?

(n) Are there repayment blackout periods during which Borrower is not permitted to repay the loan?

(o) Is there a Loan Commitment fee or “good faith deposit” due upon Borrower’s acceptance of the Loan Commitment?

(p) Is there a loan funding fee or loan brokerage fee or other loan fee due Lender or a loan broker at closing?

(q) What are the Borrower’s expense reimbursement obligations to Lender? When are they due? What is the Borrower’s obligation to pay Lender’s expenses if the loan does not close?

B. DOCUMENTING THE COMMERCIAL REAL ESTATE LOAN

Does Purchaser have all information necessary to comply with the Lender’s loan closing requirements?

Not all loan documentation requirements may be known at the outset of a transaction, although most commercial real estate loan documentation requirements are fairly typical. Some required information can be obtained only from the Seller. Production of that information to Purchaser for delivery to its lender must be required in the purchase contract.

As guidance to what a commercial real estate lender may require, the following sets forth a typical Closing Checklist for a loan secured by commercial real estate.

Commercial Real Estate Loan Closing Checklist

1. Promissory Note

2. Personal Guaranties (which may be full, partial, secured, unsecured, payment guaranties, collection guaranties or a variety of other types of guarantees as may be required by Lender).

3. Loan Agreement (often incorporated into the Promissory Note and/or Mortgage in lieu of being a separate document)

4. Mortgage [sometimes expanded to be a Mortgage, Security Agreement and Fixture Filing]

5. Assignment of Rents and Leases

6. Security Agreement

7. Financing Statement (sometimes referred to as a “UCC-1”, or “Initial Filing”)

8. Evidence of Borrower’s Existence In Good Standing; including

(a) Certified copy of organizational documents of borrowing entity (including Articles of Incorporation, if Borrower is a corporation; Articles of Organization and written Operating Agreement, if Borrower is a limited liability company; Certified copy of trust agreement with all amendments, if Borrower is a land trust or other trust; etc.)

(b) Certificate of Good Standing (if a corporation or LLC) or Certificate of Existence (if a limited partnership) or Certificate of Qualification to Transact Business (if Borrower is an entity doing business in a State other than its State of formation)

9. Evidence of Borrower’s Authority to Borrow; including

(a) a Borrower’s Certificate;

(b) Certified Resolutions

(c) Incumbency Certificate

10. Satisfactory Commitment for Title Insurance (which will typically require, for analysis by the Lender, copies of all documents of record appearing on Schedule B of the title commitment which are to remain after closing), with required commercial title insurance endorsements, often including:

(a) When available, Affirmative Creditors Rights Endorsement (extending coverage over policy exclusion 7 and policy exclusions 3(a) and 3(d) as they relate to creditor’s rights matters)

(b) ALTA 3.1 Zoning Endorsement modified to include parking

(c) ALTA Comprehensive Endorsement 1

(d) Location Endorsement (street address)

(e) Access Endorsement (vehicular access to public streets and ways)

(f) Contiguity Endorsement (the insured land comprises a single parcel with no gaps or gores)

(g) PIN Endorsement (insuring that the identified real estate tax permanent index numbers are the only applicable PIN numbers affecting the collateral and that they relate solely to the real property comprising the collateral)

(h) Usury Endorsement (insuring that the loan does not violate any prohibitions against excessive interest charges)

(i) other title insurance endorsements applicable to protect the intended use and value of the collateral, as may be determined upon review of the Commitment for Title Insurance and Survey or arising from the existence of special issues pertaining to the transaction or the Borrower.

11. Current ALTA Survey (3 sets), [typically prepared in accordance with 2011 Minimum Standard Detail for ALTA/ACSM Land Title Surveys, certified to the lender, Buyer and the title insurer.

12. Current Rent Roll

13. Certified copy of all Leases (3 sets)

14. Lessee Estoppel Certificates

15. Lessee Subordination, Non-Disturbance and Attornment Agreements [sometimes referred to simply as “SNDAs”].

16. UCC, Judgment, Pending Litigation, Bankruptcy and Tax Lien Search Report

17. Appraisal (must comply with Title XI of FIRREA (Financial Institutions Reform, Recovery and Enforcement Act of 1989, as amended)

18. Environmental Site Assessment Report (sometimes referred to as Environmental Phase I and/or Phase 2 Audit Reports)

19. Environmental Indemnity Agreement (signed by Borrower and guarantors)

20. Site Improvements Inspection Report

21. Evidence of Hazard Insurance naming Lender as the Mortgagee/Lender Loss Payee; and Liability Insurance naming Lender as an “additional insured” (sometimes listed as simply “Acord 27 and Acord 25, respectively)

22. Legal Opinion of Borrower’s Attorney

23. Credit Underwriting documents, such as signed tax returns, property operating statements, etc. as may be specified by Lender

24. Compliance Agreement (sometimes also called an Errors and Omissions Agreement), whereby the Borrower agrees to correct, after closing, errors or omissions in loan documentation.

It is useful to become familiar with the Lender’s loan documentation requirements as early in the transaction as practical. The requirements will likely be set forth with some detail in the lender’s Loan Commitment – which is typically much more detailed than most loan commitments issued in residential transactions.

Conducting the Due Diligence Investigation in a commercial real estate transaction can be time consuming and expensive in all events.

If the loan requirements cannot be satisfied, it is better to make that determination during the contractual “due diligence period” – which typically provides for a so-called “free out” – rather than at a later date when the earnest money may be at risk of forfeiture or when other liability for failure to close may attach.

CONCLUSION

Conducting an effective due diligence investigation in a commercial real estate transaction to discover all material facts and conditions affecting the Property and the transaction is of critical importance.

Unlike owner occupied residential real estate, when a house can nearly always be occupied as the purchaser’s home, commercial real estate acquired for business use or for investment is impacted by numerous factors that may affect its use and value.

The existence of these factors and their affect on a Purchaser’s ability to use the Property for its intended use and on the Purchaser’s projected investment yield can only be discovered through diligent investigation and attention to detail.

The circumstances of each transaction will determine what degree of diligence is required. The level of diligence required under the circumstances is the diligence that is due.

Exercise Due Diligence.