$10,000,000 HOA Leasehold Acquisition to 100% of Purchase Price; Los Angeles, CA

Transaction Description:
George Smith Partners placed the acquisition financing of a leased fee for a Southern California condominium complex, sized to 100% of the purchase price. Our Sponsors, the Home Owners Association (HOA) owned their individual units but were subject to a ground-lease with 35 years remaining. Through the HOA, the individual homeowners were afforded a one-time purchase option to acquire the fee position and collapse the ground-lease assuming 100% participation in the acquisition. Their alternative would be to wait 35 years and lose all of their improvements to the expiring lease. Their equity interests would have zero value at that time and diminish rapidly as that lease termination date neared. Fixed at 4.50% for ten years, the loan amortized over 25 years. There is no warm body to sign repayment or carve-out guarantees. All recourse is limited to the HOA entity.

Challenges:
HOAs are governed by their CC&Rs and are precluded from owning any real estate. GSP effectively did not have a borrower to take title/ownership of the fee position without 100% consent from the homeowners. Assuming an accelerated amortization, any special assessment would more than double current HOA dues. Some owners have ample equity in their unit or cash on hand to cover their proration of the purchase and would seek to opt out of new financing to avoid the special assessment. A future unit buyer may choose to opt-out of the loan and pre-pay their allocation two years or more from now and again opt out of the special assessment. The Lender’s monthly mortgage payment would need to be recalculated with every pre-payment as more unit owners opted out of the special assessment cash flow used to support the monthly loan payment. The ground-lease payment currently in place did not support a $10,000,000 or any level of debt near that sale price; ie. the HOA could not just assume the ground-lease and leave it in place for the remaining 35-year term.

Solutions:
GSP identified a Southern California portfolio lender with an HOA lending unit. They specialize in capital improvement loans to HOAs and structure a pledge of cash flow/special assessment dues as their collateral. They do not need a recorded Deed of Trust for collateral. The acquisition was for the purchase and immediate collapse of the ground-lease. Individual unit owners would have the lease-hold designation removed from their title reports. The relatively low interest rate on the loan coupled with a 25-year amortization schedule minimized the impact to the monthly dues assessment. Unit owners on a case-by-case basis were permitted to opt out with their prorated cash allocation. The loan allows for a partial prepayment two times each year without penalty. The loan will be reamortized at that time over the remaining amortization term to lower the monthly payment as more homeowners opt out of the special assessment payment to the HOA.