外文资料翻译

淮阴工学院

毕业设计(论文)外文资料翻译

系（院）：经济管理学院

专业：财务管理

姓名：何一茂

学号：1111813410

外文出处：Practising Law Institute

(用外文写)(Robert J. Hellman)

附件： 1.外文资料翻译译文；2.外文原文。

指导教师评语：

外文资料翻译能译出原文之意，语句通顺，句意正确，结构也比较合理。外文资料选择符合选题内容。该生对外文资料有比较熟练的运用能力。

签名：

2015 年 3 月 5 日注：请将该封面与附件装订成册。

附件1：外文资料翻译译文

在后证券化时代的商业房地产融资资料来源:实践法研究所作者:Robert J. Hellman

两年前,房地产贷款证券化的到来停止了对崩溃的商业抵押担保证券和担保债务凭证的债券评级问题的关注,当贷款人借入短期或借出长期款项时,资产评估和它的过大的影响就会起到很高的杠杆作用。房地产开发商和投资者学到了,流动性资金贷款证券化增加了比以往时候多在房地产行业的金融市场的关注。因为市场越来越依赖投资者的自信,或是营业净收入和“专家的”预测,资本的流出速度超过流入。没有一个可以适合的选择,流动资金会在大多数投资者能够兑现他们的资金,造成巨大的账面损失和停止市场收益之前从房地产中流出,这将房地产推到了投资金字塔的顶端。

有一段时间,房地产似乎已经成为一个真正的流动性资产,尽管其砖和水泥的地位,能够进行交易的不仅仅是基本因素。同为AAA级别的,只有最小的商业抵押担保证券以上的无风险国债利率,许多投资者似乎认为,要么房地产需要的方式几乎没有风险溢价,要不,华尔街通过金融工程几乎用完了所有的风险。不幸的是,这些选项都被证明是正确的。随着基础广泛的经济衰退而带来的信用缺乏从2008年开始,房地产开始显示出其真面目,就业下降,办公室空了,商店关了和房地产估价的下跌,是净营业收入下降的直接后果,和由逐步恢复到历史标准的资本化率所导致的。

到2007年底,房地产贷款可能出现的某些趋势,其中大部分可以看到今天,在2009年年底以有用的审查为手段来衡量了解房地产融资。“房地产已成为全球投资者认可的资产类别,因此今天的环境中应作为一个(相对)短期的过渡时期,可能会出现对把重点放在房地产企业的业务上的长期的球员来说更好的机会。”这是个好消息,无论对当时还是现在来说。

这个基本问题是,商业房地产行业是否可以在没有一个充满活力的证券贷款化市场兴旺起来,或是,我们回到那种以商业银行和保险公司来控制贷款的环境?这两个命题的答案似乎是“不”,但短期未来看起来明显比以前有所不同。

能力减弱。考虑这样一个事实,商业按揭抵押证券(商业抵押担保证券)的发行量,在2006年是2030亿美元,在2007年是2300亿美元,在2008年是100亿美

元,在2009年也许只有500亿美元。还认为,保险业的贷款一直保持相当稳定,每年约450亿美元(虽然大约有一半是为现有借款人预留)和商业房地产的商业银行在一个好的一年,贷款大约等于保险业的数目,但自2008年年中以后已经几乎不存在。最后,要考虑的事实是,在过去五年有相当多的商业房地产书面贷款在短期内到期和再融资风险运行到几万亿美元。

对于短期商业贷款共同的期望包括:保险业的无变化,商业银行几乎没有的变化,由于他们的继续努力,通过他们自己的资金问题,并最终获得了商业抵押担保证券的市场回报,但随着该市场的规模估计每年能获得450亿美元至850亿美元。换句话说,美国的核心商业房地产贷款在2007年将超过3000亿美元,可能返回到2011年这一数额的一半。而且,作为它的回报,贷款条款将看起来比它的开发者和投资者习惯的更保守,这意味着更大的债务利差,降低贷款成数的要求和更大的(非杠杆)赞助商提供的权益贡献。

“风险”,再次是四个字母的单词。尽管自2007年以来贷款证券化所造成的破坏(次级住房贷款,商业房地产贷款,汽车贷款,助学贷款和几乎所有你能想到的其他ABS的贷款),它也许是造福于房地产行业里最伟大的进步之一。不幸的是,它从一个信贷业务到代收费业务,需要越来越大的卷来喂养全球需求所产保费,超过所谓的无风险贷款(如美国国债)。在低利率的环境,试图避免高科技泡沫破灭后的严重衰退,在高度评价文件的债务光谱产生了像伦敦银行同业拆借利率或国债指数微薄利差,即使是最低的债券评级的商业抵押担保证券收益率进一步压缩档。在这过程中连续1995年左右开始,当商业房地产的商业抵押担保证券成为一个成熟的产品,并于2007年结束,贷款人(即投资者)似乎都认为,在商业房地产的风险已经得到充分的内在确定,不仅能说风险是分档的,但在这样做的整体风险在某种程度上也减轻了。而由于房地产债务发行人可以变卖其所有风险,如果他们这样选择,风险进一步减退时,在考虑建立对房地产贷款证券化的大池。

借款人,对产量的渴望让他们发现了一个能够大幅抛售他们的所有风险的市场。房地产价值的通货膨胀一个关键组成部分是开发商的能力提高第三方(或杠杆式)处于历史较低成本进入资本日益复杂的分层堆叠夹层债务或优先股,以取得股权或建立新项目。虽然在房地产项目中,15%或更多的股本回报率历来被认为是适当的风险调整回报,标称(非杠杆)夹层债务或优先股股票回报率开始下降到

10%以下,作为房地产市场的持续牛市。投资者突然意识到,他们不再补偿已接受的风险水平。在这一点上,分批对AAA级的商业抵押担保证券收益率飙升到了高达18%,而其余大部分失去了所有的档潜在买家的兴趣。目前,收益率回落的风险已被重新评估,但(据说)近无风险债务两位数的回报仍然是不寻常。

复仇的承销商。在2008年初的传统做法是,只有“好”交易仍然可以得到资助(暗示,当然,这“坏”的交易能够得到资助过)。而且,一时间,这主要是真实的,因为商业银行继续放贷,但保守的承销突然显得谨慎。但是,当市场被刷新时,谨慎的市场驱动的贷款改变了这一切理所当然的假设借款人,如下面的例子指出: 7月7日 2月8日

资产价值 $25,000,000 $25,000,000

营业净收入 $1,509,150 $1,509,150

资本支出/储量 $120,000 $120,000

净现金流量 $1,389,150 $1,389,150

互换率 5.66% 4.33%

扩大 0.96% 3.30%

率 6.62% 7.63%

摊销 0 30 Yrs.

贷款常数 6.62% 8.50%

偿债覆盖率最小值 1.05x 1.15x

收益 $20,000,000 $14,215,179

按揭成数 80.00% 56.86%

此外,如果你没有经验,没有真正的流动资金或没有合理的商业计划书,很少有机会从其他贷款人那里获得资本,除了所谓的“硬放债人。在2008年2月,什么是真的,在2009年保留或多或少的真,并有可能持续到2010年,虽然也许出于不同的原因。

显然,上述例子适用于再融资以及新的贷款,迫使许多业主考虑取消抵押品赎回权或某些类型的资本结构调整。

由于住宅按揭贷款市场继续恶化,所以也没有与它的经济和商业房地产市场。商业抵押担保证券发行基本上消失了,这对干涸的渠道贷款的需求,而商业银

行资产负债表崩溃,贷款储备,以增加和消失的贷款资金。因此,对资本率上升约8-9%的历史含义,因此物业价值下跌,增加至少在纸面上,银行的损失,从而进一步压低了贷款融资能力的房地产交易。因此,市场已搬回受益拥有大量现金的买家或足够的资源接受按揭成数在60-70%范围的低按揭贷款的杠杆。唯一例外的,这是多家庭市场,政府支持,继续不断地在80-85%的收益贷款,以支持住房市场。即便是这样,但是,真正的权益(即赞助商权益)所需的金额是防止借款所需要的资金进行收购或开发的股权大部分开发商。经过这一切,假如学生能够找到贷款人愿意融资,房地产,借款人已被重新引入到追索债务的概念。证券化贷款变得如此吸引人,即使由REMIC的(房地产抵押投资管道)的规则所施加的限制,在很大程度上是因为贷款人可以提供无追索权贷款,许多开发商谁不能从当地银行获得此类资金(显然,具有良好的原因,因为事实证明了)。尽管开发人员今天可能有机会获得“良好”的交易,对开发商的资产负债表和融资能力,获得足够的地方追索债务变得困难,如果不是不可能的。

战争游戏。在1983年的电影“战争游戏”马修布罗德里克的性格学会了相互确保摧毁的概念。虽然这部电影是在核战争(自相矛盾因为这可能声音)幻想一下,最终却是一场游戏,没人能取胜;和历史系的学生将识别为一个冷战,几十年来持续的结果。在某些方面,布罗德里克的教训看熟悉的商业房地产金融行业- 银行可以发起取消抵押品赎回权的导弹,或借款人能够折腾回来的钥匙,但只能在银行的资产负债表的费用,这可能导致更多银行破产,更甚至是以后的贷款会造成经济毁坏。

不论是否同意这种评价之一,这是毫无疑问,联邦政府正在尝试几乎所有的方式,可以给银行足够的喘息空间,以避免它们的资产负债表确认的损失会进一步侵蚀其资本状况。在2009年在财政部的敦促,美国财务会计准则委员会(FASB)出来与FAS157- E的修改准则,通常会要求银行向市场推出,以纪念其房地产贷款的相当大的部分,并继续他们的书这些贷款在充分估价。

另外,在这一年里,联邦存款保险公司发行使银行有能力归类为履行债务,只要是当前的贷款服务,即使借款人违约的危险是不能够出售或即将到期,由于默认的新指导方针再融资贷款。国税局也发表REMIC(房地产抵押投资管道)的指导方针,将允许使用特殊服务机构进入贷款修改之前讨论实际的违约事件,不影响

免税地位的商业抵押担保证券享有。

希望的地平线。尽管所有的坏消息在业界经历,在2009年即将结束的希望有闪烁,并在资本市场解冻。多元化的房地产开发(复员,纽约证券交易所)的商业抵押担保证券的债券发行总额是4亿美元(高盛承销商),其中已售出,部分买家访问联邦政府的定期资产支持证券贷款借贷工具(TALF项目)。此后不久,丰泽投资管理(FIG-NYSE)来到市场,一个没有TALF项目的商业抵押担保证券共支持4亿6千万美元(美国银行的承销商)印发。在写这篇文章时,西方零售房地产投资信托基金内准备5亿美元的价格发行的商业抵押担保证券(摩根大通承销商),也没有TALF项目的支持。

关键是要注意,这些债券由承销保守在低到中度LTVs抵押品支持。但它也很清楚的证据表明,房地产债务证券投资者的胃口已经恢复,如果适当的定价和承销的风险入账。它进一步证明和该贷款证券化本身不是在自2007年恐怖电影播放坏家伙。显然有对房地产贷款证券化向前发展的作用,因为它也很清楚,银行和其他贷款人越来越少有人愿意将房地产贷款记载在资产负债表和忍受另一系统性贬值的风险。

附件2：外文原文

Commercial Real Estate Financing in a Post-Securitized Lending Era

Material Source:Practising Law Institute Author: Robert J. Hellman

Two years ago, real estate securitized lending came to a crashing halt amid concerns over bond ratings for CMBS and CDO issues,asset valuations and the oversized impact had very high leverage when lenders borrowed short and lent long. Real estate developers and investors learned the hard way that the liquidity securitized lending added to the real estate industry put them more at the mercy of financial markets than ever before. Because such markets rely on investor confidence as much as, or more than, NOIs and an “expert’s” projections, capital can flow out a whole lot faster than it flows in. Without a readily available alternative, liquidity drained from real estate before most investors were able to cash in their chips, creating huge paper losses and shutting down the market efficiency that had propelled real estate to the top of the investment pyramid.

For a while, it appeared that real estate had become a truly liquid asset, despite its bricks-and-mortar status, able to trade on more than just the underlying fundamentals. With spreads for the AAA CMBS tranches only minimally above the risk free Treasury rate, many investors seemed to believe either that real estate required little in the way of a risk premium or that Wall Street had run out virtually all of the risk through financial engineering. Unfortunately, neither of these options proved to be true. With the broad-based economic decline brought on by a lack of credit beginning in 2008, real estate began showing its true colors as employment dropped, offices emptied, stores went dark and real estate valuations fell as a direct consequence of declines in net operating income and a gradual return to historic norms for capitalization rates.

By the end of 2007, certain trends in real estate lending appeared likely, most of which can be seen today, and are useful to examine as a means to gauge where real estate financing stands at the end of 2009. The good news, then as now, is that “Real estate has become an accepted asset class for investors worldwide; so today's environment should be viewed as a relatively short-term transitional period that may present better opportunities for long-term players whose main focus is the business of real estate.”

The essential question is whether the commercial real estate industry can thrive without a vibrant securitized loan market? Or, are we headed back to an environment in which commercial banks and insurance companies dominate the lending landscape? The answer to both propositions seems to be “no”, but the short-term future looks significantly different than the immediate past Diminished Capacity. Consider the fact that Commercial Mortgage Backed Securities CMBS issuance in 2006 was $203 billion, $230 billion in 2007, $10 billion in 2008, and perhaps only $5 billion in 2009. Consider also that insurance industry lending has remained fairly stable at around $45 billion annually though approximately half of that is reserved for existing borrowers and commercial bank lending for commercial real estate in a good year has about equaled the insurance industry’s numbers, but has been almost non-existent since mid-2008.Finally, consider the fact that many of the commercial real estate loans written in the last five years have fairly short term maturities and the refinance exposure runs into the trillions of dollars.

Common expectations for near term commercial lending include no change from the insurance industry, little change from commercial banks as they continue to work through their own capital

issues and eventually a return of the CMBS market, but with estimates of the size of that market ranging only from $45 billion to $85 billion annually. In other words, the core US commercial real estate lending environment that exceeded $300 billion in 2007 might return to half that amount by 2011. And, as it does return, loan terms will look far more conservative than those to which developers and investors became accustomed, meaning greater spreads on debt, lower loan-to-value requirements and greater unleveraged equity contributions from sponsors.

“Risk” once again is a four letter word. Despite the devastation securitized lending caused since 2007 sub-prime residential loans, commercial real estate loans, auto loans, student loans and just about any other ABS loans you can think of, it is perhaps one of the greatest advances to benefit the real estate industry. Unfortunately, it went from a credit business to a fee generation business, requiring ever larger volumes to feed demand generated worldwide for the slightest bit of premium over so-called risk-free loans e.g. US Treasury bonds. In the low-interest rate environment created by central banks trying to avoid a deep recession after the tech bubble burst, highly rated paper across the debt spectrum generated razor thin spreads over indexes like LIBOR or Treasury bonds, further compressing yields on even the lowest rated tranches of CMBS bonds. Somewhere along the continuum beginning around 1995, when commercial real estate CMBS became a proven product, and ending in 2007, lenders i.e. investors seemed to come to believe that the risks inherent in commercial real estate had been sufficiently identified that not only could that risk be tranched out, but that in doing so the overall risk had somehow been mitigated as well. And because issuers of real estate debt were able to sell off all of their risk, if they so chose, risk further receded from consideration when creating large pools of real estate loans for securitization.

Borrowers, had discovered a market so hungry for yield that they were able to sell off substantially all of their risk as well. A key component to the inflation of real estate values was the ability of developers to raise third-party or leveraged equity at historically low cost by layering into the capital stack increasingly complex mezzanine debt or preferred equity in order to acquire or build new projects. While equity returns of 15% or more on real estate projects had historically been considered an adequate risk-adjusted return, nominal unleveraged mezzanine debt or preferred equity returns began falling below 10% as the bull market for real estate continued. When the capital markets shut down, the economy faltered and developers could no longer refinance at will, investors suddenly realized that they were no longer being compensated appropriately for the level of risk they had accepted. At that point, yields on AAA CMBS tranches skyrocketed to as much as 18% and most of the remaining tranches lost all interest from potential buyers. Currently, yields have eased as the risk has been reassessed, but double-digit returns on supposedly near-risk-free debt is still not unusual.

Revenge of the Underwriters. Conventional wisdom at the beginning of 2008 was that only “good” deals could still get financed implying, of course, that “bad” deals were able to be financed previously. And, for a time, that was mostly true, as commercial banks continued to lend, but conservative underwriting suddenly seemed prudent. But prudent, market-driven lending changed all the assumptions borrowers took for granted when the market was flush, as noted in the example below:

Jul-07 Feb-08 Asset Value $25,000,000 $25,000,000 NOI $1,509,150 $1,509,150

CapEx/Reserves $120,000 $120,000

Net Cash Flow $1,389,150 $1,389,150

Swaps Rate 5.66% 4.33%

Spread 0.96% 3.30%

Rate 6.62% 7.63%

Amortization 0 30 Yrs.

Loan Constant 6.62% 8.50%

Min. DSCR 1.05x 1.15x

Proceeds $20,000,000 $14,215,179 LTV 80.00% 56.86%

Furthermore, if you had no experience, no real liquidity or no reasonable business plan, there was little chance capital was available from any lender other than so-called “hard moneylenders.” What was true in February, 2008, remained more or less true through 2009, and is likely to continue throughout 2010, though perhaps for different reasons.

Obviously, the above example applies to refinancing as well as new loans, forcing many owners to consider foreclosure or some kind of recapitalization. As the residential mortgage market continued to deteriorate, so too did the economy and with it the commercial real estate market. CMBS issuance essentially disappeared, which dried up demand for conduit loans, while commercial banks’ balance sheets crumbled, loan reserves had to increase and capital for lending disappeared. As a result, capitalization rates increased toward the historic mean of around 8-9%, so property values declined, increasing, at least on paper, bank losses, which further depressed the ability of lenders to finance real estate transactions. As a result, the market has moved back to benefit cash buyers or those with substantial enough resources to accept low-leveraged mortgage loans in the 60-70% LTV range. The one exception to this is the multi-family market where the GSEs, Fannie Mae and Freddie Mac, continue to lend at proceeds of 80-85% in order to support the housing market. Even there, however, the amount of true equity i.e. sponsor equity that is required prevents developers from borrowing the majority of the equity required to fund an acquisition or development. After all this, and assuming one can find a lender willing to finance the real estate, borrowers have been re-introduced to the concept of recourse debt. Securitized lending became so attractive, even with the constraints imposed by the REMIC real estate mortgage investment conduit rules, in large part because lenders were able to offer non-recourse loans to many developers who could not access such funding from their local banks apparently, with good reason as it turns out. While a developer today may have access to “good” deals, place enough recourse debt on the developer’s balance sheet and the ability to access financing becomes difficult, if not impossible.

War Games. In the 1983 movie, “War Games,” Matthew Broderick’s character learned the concept of mutually assured destruction. While the movie was a fanciful look at nuclear warfare oxymoronic as that might sound, ultimately it was a game that no one could win; and history students will recognize the result as a cold war that lasted for decades. In some ways, Broderick’s lesson looks familiar to the commercial real estate finance industry ? banks could launch the foreclosure missile, or borrowers could toss back the keys, but only at the expense of banks’ balance sheets, which might lead to additional bank failures and even less hope for lending in the future ? and a possible economic melt-down.

Whether or not one agrees with this assessment, there is no doubt that the federal government is trying just about any way it can to give banks enough breathing room to avoid recognizing

losses on their balance sheets that would further erode their capital positions. During 2009, at the urging of Treasury, the Financial Accounting Standards Board FASB came out with FAS 157-e modifying guidelines that would normally require banks to mark to market a sizeable portion of their real estate loans and keep those loans on their books at full valuations.

Also during the year, the FDIC issued new guidelines giving banks the ability to categorize a loan as performing as long as debt service was current, even if the borrower was in danger of defaulting due to an imminent maturity default for not being able to sell or refinance the loan. The IRS also issued REMIC guidelines that will allow special servicers to enter into loan modification discussions prior to an actual event of default, without jeopardizing the tax-free status enjoyed by CMBS securities.

Hope on the Horizon. Despite all of the bad news the industry has endured, as 2009 drew to a close there were glints of hope and thawing in the capital markets. Developers Diversified Realty DDR-NYSE issued CMBS bonds totaling $400 million Goldman Sachs underwriter, which were sold, in part, to buyers accessing th e federal government’s Term Asset-Backed Securities Loan Lending Facility TALF. Shortly thereafter, Fortress Investment Management FIG-NYSE came to market with a CMBS issuance totaling $460 million Bank of America underwriter with no TALF support. At the time of this writing, Inland Western Retail REIT was preparing to price a $500 million CMBS issuance JPMorgan Chase underwriter, also with no TALF support.

It is critical to note that these bonds are backed by conservatively underwritten collateral at low-to-moderate LTVs. But it also was clear evidence that investors’ appetites for securitized real estate debt had returned if the pricing and underwriting properly accounted for the risk. It further proved that securitized lending in and of itself was not the bad guy in the horror movie playing since 2007. There is clearly a role for securitized real estate lending going forward ? because it is also clear that banks and other lenders are less and less willing to hold real estate loans on their balance sheets and endure the risk of another systemic devaluation.