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MEZZANINE FINANCING

Looking for the best mezzanine loan? Ocean Pacific Capital is a leader in providing all types of mezzanine programs. Whether mezzanine purchase, mezzanine refinance, or mezzanine construction, our mezzanine department offers a wide variety of options. Particularly in today's tight senior debt market, mezzanine is an increasingly important capital option for growing companies. We provide the best mezzanine financing from $1,000,000.00 to $1,300,000,000.00. If you are looking for a commercial mezzanine conduit, or construction mezzanine financing in California, or any other state, with good or bad credit, we can help you find the mezzanine program that meets your unique and individual needs.

A mezzanine loan is a relatively large, unsecured loan (a loan that is not backed by a pledging of assets) with a maturity of at least five years. The loan carries a detachable warrant (the right to purchase a certain number of shares of stock or bonds at a given price for a certain period of time) or a similar mechanism to allow the lender to share in the future success of the business. Mezzanine loans are dependent on cash flow for repayment.

Mezzanine loans are similar to second mortgages, except that mezzanine loans are secured by a percentage of ownership of the project, a 2nd T.D. that owns the property, as opposed to the real estate. If the company fails to make the payments, the mezzanine lender can foreclose on the stock in a matter of a few weeks. If you own the company that owns the property, you control the property. Therefore, a mezzanine loan is secured by the stock of a company, which is personal property and can be seized much faster. Mezzanine loans are large. It is hard to find a mezzanine lender who will thoroughly read through all of the required paperwork for a loan of less than $5 million. Typically, mezzanine lenders typically prefer big projects.

Furthermore, a mezzanine loan, as John C. Murray explains in his article entitled "The Mezzanine Financing Endorsement," is "a result of the increased securitization of real estate and the packaging of pools of loans for sale into the secondary market, mezzanine financing has become very popular in recent years. Mezzanine financing (or, perhaps more appropriately, mezzanine capital) fills the gap between the first mortgage financing, which usually has a loan-to-value ratio of forty to seventy-five percent, and the equity participation of the principals of the borrower, which is usually no more than ten percent of the cost of the project.

Mezzanine financing commonly supplies financing of ten percent to fifty percent of the project's capital structure cost. This type of financing can take several forms. Most commonly, it involves extending credit to the partners or other equity holders of a borrower and taking a pledge of such parties' equity interests (including the right to distributions of income). Alternatively, the lender may take a preferred equity position, which is entitled to distributions of excess cash flow after debt service, ahead of the borrower's principals. A "combination" loan structure may also be used to combine a first mortgage loan with mezzanine financing at an aggregate loan-to-value ratio of ninety to ninety-five percent. This type of structure may contain a shared appreciation or contingent feature, an exit fee paid by the borrower, or sometimes, both.

The borrower in a mezzanine loan is often an LLC, and the equity participant in the borrowing entity is frequently itself an LLC. In those situations where the mezzanine lender is taking a pledge of some or all of the equity interests in one or more of these entities in connection with the mezzanine loan, the lender may look to the title insurer for special forms of title-insurance coverage. The lender may seek some form of non- imputation coverage, i.e., assurance that the title insurer will not deny coverage under the owner's policy based on matters known to the borrowing entity (or its members) being imputed to the lender. Copies of endorsements offering this type of coverage are attached hereto.

Title underwriters may require an affidavit and an indemnity agreement from the existing LLC members, and from the mezzanine lender when it exercises its foreclosure rights under the pledge and succeeds to an ownership interest in the mezzanine borrower. These affidavits and indemnity agreements will state that the respective parties have no knowledge of any fact that will affect the coverage under the policy, and will hold the title insurer harmless for losses resulting from its reliance on such affidavits and indemnities. The title insurer may also require, and review, financial statements from all relevant parties in order to achieve a comfort level for relying on the aforementioned indemnity. The attached endorsements state that (as agreed to by the insured and its equity members) all payments for loss under the policy will go directly to the mezzanine lender, and that there will be no denial of coverage as the result of the transfer of any of the LLC membership interests to the mezzanine lender.

The endorsements further provide that the title insurer waives its right of subrogation and indemnity against any of the insured owner's equity owners until the mezzanine loan is paid in full. If a loss occurs under the policy, the amount paid by the title insurer is limited to the actual loss less a percentage thereof equal to the percentage of LLC membership interests not owned by the mezzanine lender at such time. If the loss occurs before the mezzanine lender's acquisition of the insured owner's membership interests, the mezzanine lender is not required first to pursue its remedies against other collateral. However, the title insurer's liability in any event is limited to the amount of the mezzanine loan, and the title insurer is entitled to credit for any amount paid out under a simultaneous loan policy.

The title insurer is also entitled to reimbursement from payments received by the mezzanine lender from other security. The term "mezzanine lender" can be defined to include the owner of the mezzanine loan and each successor in interest in ownership of the mezzanine loan, and include any subsidiary or affiliate entity of the owner of the mezzanine loan.The availability and content of the attached endorsements will vary depending on factual and underwriting considerations, as well as statutory and regulatory restraints in certain states."

ADVANTAGES

  1. Even though the owner loses some independence, he or she rarely loses outright control of the company or its direction. Provided the company continues to grow and prosper, its owners are unlikely to encounter any interference from their lender.

  2. The flexibility of the arrangement is often a big plus; "[mezzanine financing] offers considerably more flexibility to structure coupon, amortization and covenants to accommodate the specific cash flow requirements of the business

  3. Lenders who are willing to enter into the world of mezzanine financing tend to be long-term investors rather than people looking to make a quick killing.

  4. Mezzanine lenders can provide valuable strategic assistance. "Subordinated debt advisors often bring fresh insights to businesses because they are financially sophisticated and have a great deal of experience developing strategies to maximize long-term value," said Levine.

  5. Mezzanine financing increases the value of stock held by existing shareholders, even though they will not have as great an ownership stake.

  6. Most importantly, mezzanine financing provides business owners with the capital they need to acquire another business or expand into another production or market area.


Click here to apply now or for more information please give us a call at 1-800-595-1474 for a free consultation with a specialist on how to obtain the best mezzanine financing for you. To view our recent closings, please visit our commercial loans page.


Whatever your financing needs,
we will tailor a loan that's right for you.

 
 
 



Daily Oil & Gas and Wall Street Journal News
8/17/17

Nigeria State Oil Firm Says Its Production Costs Cut To $23 A Barrel
Posted on Tuesday August 15, 2017

Nigeria's production cost per barrel of crude oil is down to $23, the state oil company says.

Oil Slides Despite Steep Draw In US Crude Stocks
Posted on Tuesday August 15, 2017

Oil prices fell more than 1% even though US crude stockpiles declined by the most in a year.

Gadfly: Energy Transfer Offering Exposes Pipeline Parent Trap
Posted on Tuesday August 15, 2017

Investors gave a thumbs up to Energy Transfer Partners LP's decision to raise as much as $1.16 billion by issuing new units.

Ecuador's Esmeraldas Refinery In 'Critical' Situation Despite Overhaul
Posted on Tuesday August 15, 2017

The situation at Ecuador's state-run Esmeraldas refinery remains 'critical,' including problems with the catalytic cracking unit.

Trump Push for Natural Gas Exports Opposed by Manufacturers
Posted on Tuesday August 15, 2017

President Trump's effort to boost US energy is facing push back from manufacturers who say exporting more natural gas may undercut his 'America First' jobs focus.

IOC: Malaysia's Petronas Eyeing Stake In Indian LNG Import Terminal
Posted on Tuesday August 15, 2017

Petronas is looking to buy a stake in Indian Oil Corp's Ennore LNG import terminal, the Indian firm's chairman says.

Thai Oil Buys 1 Million Barrels North Sea Crude To Replace Mideast Oil
Posted on Tuesday August 15, 2017

Thai Oil PCL has bought 1 million barrels of North Sea Forties crude to be delivered in November

Woodside Sees Qatar Targeting New LNG Buyers With Supply Surge
Posted on Tuesday August 15, 2017

Woodside expects rival Qatar to target the emerging markets of India and Pakistan with a new wave of supply next decade and not cannibalize traditional Asian buyers.

Russian Watchdog Says Schlumberger-Eurasia Drilling Deal 'Has Big Problems'
Posted on Tuesday August 15, 2017

The acquisition of a 51% stake in Russia's EDC by Schlumberger 'has big problems' in the current political situation.

Saipem to Build Pipelines for Kuwait Refinery Project
Posted on Tuesday August 15, 2017

A unit of Kuwait Petroleum Corp. has awarded Saipem an approximately $850 million contract tied to KOC's Al Zour refinery project.

Wall Street Journal
Commercial News

8/17/17

WSJ.com: Commercial Real Estate

Shortage of Industrial Space on Long Island Squeezes Tenants
Long Island?s shrinking industrial space has placed expanding tenants in a tough spot, forcing them to look east to Suffolk County and off the island entirely, according to real-estate services firm JLL.

Supermarkets Face a Growing Problem: Too Much Space
A massive build-out by retailers has left the country piled up with grocery shelves as consumers shift from big weekly shopping trips to more snacking and to-go meals.

Excuse Me, You're Blocking My Sun
Australia?s rapid embrace of rooftop panels?now installed on one in four homes in some areas?has collided with another hot spot of investment, construction of apartments and homes.

1031 Exchange Real Estate Tax Break Faces Extinction
A much-loved tax advantage in the commercial real-estate industry is on the chopping block even as chances dim for the passage of a broad federal tax overhaul this year.

Mall Tenants Play Hardball In Lease Negotiations
Retailers, food and beverage operators and department store chains looking to renew their leases have been asking for more allowances from mall owners.

Mall Project Denied on Former Shea Stadium Site
New York?s highest court on Tuesday blocked the development of a billion-dollar shopping mall on a Citi Field parking lot in Queens, affirming a ruling that the project needs legislative approval to proceed.

New Jersey Landlords Sweeten Perks With Ride-Hailing Subsidies
Food trucks and fitness centers are among the amenities that New Jersey office landlords have been using to attract tenants.The latest perk: Subsidies for digital ride-hailing services such as Uber and Lyft.

BRE #:00619059
Charles Elfsten, President
Charles A. Elfsten
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