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He says bridge. The document says takeover.

A guy I know from a small owners group is 42 units into a portfolio and hit the wall everybody's hitting. Loan from 2019, low fours, maturing. New quote was over six and the proceeds came in about $900k short of paying off the old note. He had two choices, write the check or bring in subordinate capital.

He brought me a term sheet from a family office and asked me to read it because I'd complained loudly about a different document in front of him once.

He kept using the word bridge. Bridge me for two years, refinance out when rates come down, everybody's happy. That's how it was sold to him and I think that's genuinely how the investor described it.

The document had a different personality. Missed current pay for two consecutive quarters and the pref holder could remove him as manager of the entity. Failure to exit by month 30 and the accrual rate stepped up 400 basis points. There was a forced sale right at month 36 that he had not mentioned once, and when I pointed at it he read it twice and said huh.

He wasn't being dishonest with me. He'd read the economics section and stopped. The rate looked survivable, 11 current with a 1.25 minimum multiple, and once he'd made peace with the rate he treated the rest as boilerplate.

What I said, and I'm not sure it was the right thing to say, was that none of those clauses are unfair. If I'm writing $900k behind a senior loan with no lien on the property, I want a way out that doesn't depend on his good mood. The clauses are the price. The problem is he was making the decision on a word, bridge, and the word wasn't in the document anywhere.

He signed. Different lender, similar terms, better step-up language. Ask me in two years.

10 replies

The bit where he read the economics and stopped is the part I'll remember. I've done that with fund documents. Rate looked fine so I assumed everything downstream of the rate was standard.

Step-up on failure to exit is the clause I find most interesting in these. It changes the sponsor's behavior in month 24 more than anything in the rate. He starts taking a worse refinance because the alternative gets expensive fast. Which is exactly what it's there to do.

@solder no lien, right. They own a membership interest in the entity, and their protection is contractual priority plus whatever control rights they negotiated. That's why the remedies section is doing so much work. A mortgage lender can foreclose on the dirt. A pref holder takes over the entity that owns the dirt, or tries to.

@sextant that actually landed for me. I've been reading about notes and I kept trying to fit pref equity into the same shape and it wouldn't go.

@hollow @halyard smaller versions exist but the legal cost doesn't scale down much. Somebody has to draft the operating agreement amendments either way. That's part of why the small end tends to be a personal loan with a handshake instead, for better or worse.