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CMBS Primer

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How the CMBS Securitization

Process Works: A Guide


When an investment Bank lender issues a CMBS loan, they will pool
it in with a variety of other loans in order to create a commercial
mortgage-backed security. These CMBS loans are similar to bonds,
in the sense that they are traded on the open market.

CMBS Securitization: A Primer


When a conduit lender issues a CMBS loan, they will pool it in with a
variety of other loans in order to create a commercial mortgage-
backed security (CMBS). These CMBS loans are similar to bonds, in
the sense that they are traded on the open market. From an
investing standpoint, CMBSs are often compared to RMBSs
(residential mortgage-backed securities), which are securities based
on residential mortgage loans.

How Does a CMBS Loan Work?

Commercial mortgage-backed securities are divided into tranches,


each of which involves loans of a different credit quality/risk. Lower-
risk tranches will be paid first in the case of a loan default, while
higher-risk tranches are paid later. Most conduit lenders have
between three and eight securitizations per year, but this can vary
greatly based on the size of the lender and the size of the loans they
issue.

Single-Asset, Single Borrower (SASB) Loans Generally


Consist of One, Securitized Loan

While most kinds of CMBS are created from many loans that are
packaged together, Single-Asset, Single Borrower (SASB) CMBS
consists of a very large loan on one property. In general, this will be
a very high-quality (Class A) property in a top metropolitan area.
SASB CMBS loans are typically $250 million to $1 billion. In some
situations, SASB loans/securities can consist of a group of cross-
collateralized, cross-defaulted properties owned by the same
borrower.

CMBS Servicing and Securitization

After a CMBS loan is sold on the secondary market, it is typically


switched to a loan servicing company. This does not typically
provide an ideal experience for the borrower, as the servicing
company’s priorities may not be fully aligned with the borrower’s.
Issues may crop up in situations involving prepayment penalties
(servicers are not particularly flexible), as well as issues involving
loan repayment. Unlike loans that are held and serviced by a lender,
it can be very difficult for a borrower to get financial assistance
(such as a commercial loan forbearance) that can prevent a
potential loan default.

Related questions
What is CMBS securitization?

CMBS securitization is the process of pooling together a variety


of commercial mortgage loans in order to create a commercial
mortgage-backed security (CMBS). These CMBS loans are
similar to bonds, in the sense that they are traded on the open
market. The CMBS loans are divided into tranches, each of
which involves loans of a different credit quality/risk. Lower-risk
tranches will be paid first in the case of a loan default, while
higher-risk tranches are paid later. Most conduit lenders have
between three and eight securitizations per year, but this can
vary greatly based on the size of the lender and the size of the
loans they issue.

CMBS loans are a type of commercial real estate financing that


is secured by a mortgage on a commercial property.

What are the benefits of CMBS securitization?

The main benefit of CMBS securitization is that it makes it


easier for a borrower to get a commercial or multifamily real
estate loan. It also allows for those loans to be offered on
better terms, due to the fact that risks are split between
multiple investors, instead of being held by one lender. For
instance, a bank may offer a borrower a 70% LTV, five-year
full-recourse loan, while a CMBS lender might be able to offer
the same borrower 75%, 10-year, non-recourse financing.
Additionally, a CMBS lender can generally take the proceeds
they gained from selling the loan, and use them to make a new
loan to another borrower.

Sources: What are the Advantages of Securitization?

What are the risks associated with CMBS securitization?

When compared to the upsides of securitization, there are


relatively few downsides. For borrowers, one potential
downside includes the fact that CMBS loans are not serviced by
their original lenders. Instead, they are serviced by a separate
company, referred to as a master servicer. If the loan goes into
default, it will be serviced by a special servicer. Both of these
servicing companies hold a fiduciary duty to the CMBS
investors, not the borrower, which can lead to significant
challenges.

For instance, a special servicer may attempt to foreclose on a


property after just one or two missed mortgage payments. In
addition, CMBS loans may also be more susceptible to
technical defaults due to the strict rules that arise as a result of
the securitization process. Technical defaults are defaults that
occur for reasons other than a borrower failing to pay their
mortgage, such as signing a lease with a tenant not approved
by the loan servicer, or violating a loan’s special purpose entity
(SPE) provisions.

In addition, securitized loans can lead to issues with the market


as a whole, though much of this risk has been reduced through
tighter underwriting standards and new regulations, such as
the risk retention rules mentioned earlier in this article. During
the 2008 financial crisis, the CMBS market, which had grown
considerably during the economic boom of the early and mid-
2000s, was racked by a series of catastrophic defaults. As a
result, CMBS loan origination fell to a paltry $3 billion in 2009,
down from $12 billion in 2008, and $229 billion in 2007 (in
contrast, 2018 CMBS origination was approximately $77
billion).

What types of commercial real estate can be securitized


through CMBS?

Commercial mortgage-backed securities are primarily available


for the financing of any income-producing commercial
property. This includes:

 Multifamily assets (including mixed-use properties)


 Hospitality assets
 Office assets
 Retail assets
 Industrial assets

While this list is not exhaustive, many other property types fall
into the larger categories listed above. There are also assets
like parking garages and marinas that are a bit harder to
classify. Regardless, as they are all examples of income-
producing commercial properties, they are also eligible for
CMBS financing.

Source: Apartment Loans and Commercial Real Estate Loans

What are the requirements for a CMBS securitization?

The requirements for a CMBS securitization vary based on the


size of the lender and the size of the loans they issue.
Generally, conduit lenders have between three and eight
securitizations per year. CMBS loans are divided into tranches,
each of which involves loans of a different credit quality/risk.
Lower-risk tranches will be paid first in the case of a loan
default, while higher-risk tranches are paid later. For more
information, please visit this guide on CMBS securitization.

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