The total volume of outstanding UK Commercial Real Estate (CRE) debt reached £247bn at the end of 2007, comprising outstanding debt on bank balance sheets and the value of outstanding commercial mortgage-backed securitisations (CMBS). The total disclosed problem loan portfolios of Lloyds and RBS that were provisionally designated for the Treasury’s Asset Protection Scheme were £300bn. Since 2007, CRE lenders were said to have had an increasing number of non-performing or defaulted loans in their portfolio against office, retail and leisure property assets in the UK and Europe. £43bn of loans against commercial property matured in 2009 with another £10bn in 2010. We believed that none of this debt could be ‘refinanced’, and that there would be a flood of defaulted assets rushed into the market by banks such as RBS desperate to clean up their books....and yet, far from their slogan of ‘Make it Happen’, it ‘Didn’t Happen’. Why?

1. the commercial mortgage bailout saga (Cmbs)
Summary
The total volume of outstanding UK Commercial Real Estate (CRE) debt reached £247bn
at the end of 2007, comprising outstanding debt on bank balance sheets and the value of
outstanding commercial mortgage‐backed securitisations (CMBS).
The total disclosed problem loan portfolios of Lloyds and RBS that were provisionally
designated for the Treasury’s Asset Protection Scheme were £300bn.
Since 2007, CRE lenders were said to have had an increasing number of non‐performing
or defaulted loans in their portfolio against office, retail and leisure property assets in the
UK and Europe. £43bn of loans against commercial property matured in 2009 with
another £10bn in 2010.
We believed that none of this debt could be ‘refinanced’, and that there would be a flood
of defaulted assets rushed into the market by banks such as RBS desperate to clean up
their books....and yet, far from their slogan of ‘Make it Happen’, it ‘Didn’t Happen’.
Why?
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2.
STRICTLY PRIVATE & CONFIDENTIAL
The UK real estate market owes the banks £280bn...
220
Aggregated value of outstanding commercial real estate debt (£bn)
170 Source: De Montford University Lending Survey
120
70
20
‐30 99 00 01 02 03 04 05 06 07 08
...with the largest volume of outstanding CMBS loans in the UK...
60
Outstanding CMBS in Europe (£bn)
40 Source: De Montford University Lending Survey / Fitch Ratings
20
0
UK Multi ‐ national Germany Netherlands Italy France Other
....but the default risk is still concentrated in these banks rather than the MBS holders
60
50
40
30
20
10
0
2010 2011 2012 2013 2014
CMBS loans Regular loans
CMBS: The Commercial Mortgage Bailout Saga
The total volume of outstanding UK Commercial Real Estate (CRE) debt reached £247bn at the end of 2007,
comprising outstanding debt on bank balance sheets and the value of outstanding commercial mortgage‐
backed securitisations (CMBS). The total disclosed problem loan portfolios of Lloyds and RBS that were
provisionally designated from the Treasury’s Asset Protection Scheme were £300bn.
Since 2007, CRE lenders were said to have had an increasing number of non‐performing or defaulted loans in
their portfolio against office, retail and leisure property assets in the UK and Europe. And without wonder. The
collapse of the global credit market in September 2008 has caused a weakening of the covenants of both
borrowers and tenants and a fall in the value of property assets as investment yields have widened and as
trading assets have seen margins squeezed.
The positive growth in the global economy since 2000 had meant that commercial real estate lenders have had
historically low incidences of arrears and defaults.
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STRICTLY PRIVATE & CONFIDENTIAL
As a result of the write downs that many banks were forced to take in 2008 and 2009, regulatory capital was
impaired as financial institutions had to provision for the losses by setting capital aside – also reducing balance
sheet capacity for new lending. Governments swooned and the banks received billions in what has to be one
of the greatest debt for equity swaps of all time. We believed that none of this debt could be ‘refinanced’, and
that there would be a flood of defaulted assets rushed into the market by banks such as RBS desperate to
clean up their books....and yet, far from their slogan of ‘Make it Happen’, it ‘Didn’t Happen’.
Why?
Well, given the scale of the distress, the widespread lack of experience in managing distressed or defaulted
loans within the banks and above all the cushion of receiving billions in taxpayer money, banks are under no
incentive or government pressure to dispose of distressed assets or loans. In fact, they are being encouraged
by central government to lend more than they were and have been provided with the liquidity to refinance the
loans internally.
Specifically, banks are holding onto troubled loans and refinancing them for several reasons;
1. They believe that the market would not offer them anything more than a significantly discounted
price for the assets. This is following a cascade of PE, private investor interest in ‘bidding’ banks
below market value.
Perhaps it was Philip Green who best demonstrated this by hoping on a plane to Iceland after the
widespread default and offered ‘peanuts’ for several large Icelandic owned companies.
2. The belief that, over time, markets will recover and they will be able to exit at face value or less
of a discount to fire selling today. Economic growth and market recovery will see them through.
3. Banks have learnt from the mistakes of the last recession (1990/3) when many, most notably
Barclays, panicked and defaulted borrowers. This left the banks with thousands of real estate
assets that continued to fall in value because of under‐management and fire‐selling.
4. They have no incentive to sell the assets or loans.
5. Low cost financing allows them to refinance loans cheaply, central banks are more than happy to
provide sufficient liquidity.
‘Extend & Pretend’
There is a widespread practice within the banks to ‘extend and pretend’ whereby they ‘roll‐over’ maturing
loans with new covenants and pretend that the loan is performing. This is made all the more allowable
because in the UK we have ‘upward‐only’ rents. This means that although the rental market has declined in
some parts of the UK by up to 30%, tenants continue to pay the same rent they agreed at the last review. This
sustains the continuation of rent from which the interest on the loan is paid. The loan may well be worth less
than the asset, since asset price yields have widened, but the interest is being serviced.
CMBS
In the UK, far less of the loans advanced by banks against real estate assets were securitised compared to
other countries such as the US. Commercial Mortgage Backed Securities (CMBS) are bonds created after
splitting the risk of a whole into many pieces, before being sold to investors who took the risk the loan may
default for the price of the interest they received from the underlying loan.
As a result, when a default on a loan occurs, far more of the loans in the UK are still held on the books of the
bank, rather than with bond holders who bought the CMBS. This allows the bank to ‘extend and pretend’ as
above. In the case of defaulting CMBS, it is more difficult to resolve the default because there may be 1,000
holders of the CMBS who need to somehow get together and enforce their security over the asset.
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STRICTLY PRIVATE & CONFIDENTIAL
In conclusion, the commercial mortgage bailout saga has left a market confused, bemused and humbled.
The great crash that we all expected, the fears over the un‐refinanceable debt mountain of banks such as RBS,
the flood of cheap, distressed assets into the market, didn’t happen. Real estate asset values have rebounded
from the lows of Q1 2009 according to the Investment Property Databank and the market seems to be looking
to growth once again. It seems as if the view of the banks to hold onto their loan assets, wait until the market
recovery and then redeem the full value is paying off. This way, they eventually realise a profit on the
difference between the written down value of the assets and the redeemed value as a profit which they will
keep, given that their tax losses were so big in 2008 and 2009.
Whilst the environment is of course still uncertain and it is probably far too soon to say, my guess is that the
Treasury will see a solid profit on its investment in the banks for the taxpayer, and a super one at that.
In short, it seems as if RBS did ‘Make it Happen’ after all.
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