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Contingency planning (“always have a Plan B”) is likely to help small business owners avoid complex problems. But when it comes to commercial loans and commercial mortgages, working capital strategies often fail to include adequate attention to contingency plans and what can go wrong.

One of the most entertaining and effective depictions of contingency planning is a movie called “Rare Birds”. This movie stars William Hurt and includes variations of the line, “Always have a Plan B”. For any business owner who doubts the importance of contingency plans, the movie will provide an enlightening perspective.

The usefulness of a Plan B mentality is likely to be beneficial to many aspects of running a successful business. Contingency plans appears to be under-utilized when business owners seek new working capital funds via strategies such as commercial mortgages and business cash advances.

A major reason for this oversight is that many commercial borrowers probably assume that there are not effective alternatives to the business financing they are seeking. With this thinking, business owners might believe that it would not make sense to devote time to exploring a contingency finance plan. After watching the movie mentioned above, it will become much easier to understand at times like this that it is not a waste of time for businesses to “Always have a Plan B”.

In this regard, Plan B contingency commercial financing should be viewed as insurance to protect a business owner in the event that something goes wrong with their working capital management. A few examples are provided below.

First, a surprising number of local and regional banks have recently decided to pull the plug on future business financing in their lending portfolio. When they do so, very little advance notice has been provided in most instances. If a business has commercial loans or commercial mortgages with a regional or local lender, a Plan B should be developed for the contingency that alternative business loan arrangements could be needed in the near future.

Second, many small businesses have commercial loans that contain recall provisions that permit the lender to review the loan each year. Even though in this instance the commercial lender might continue a financing role for some businesses, they will in fact selectively eliminate what they consider to be marginal loans by use of the recall loan terms. If they do, the borrower will need to pay off the entire loan or refinance within a limited period of time. The loss of control by the borrower even though they might have been making timely payments is perhaps the most disturbing aspect of recall features. The best solution for avoiding this possibility is to review current business loans and explore Plan B refinancing options if recall terms are included.

Third, numerous prominent providers for business cash advances routinely make unrealistic promises about what they can do and how long it will take. Business owners should have thorough discussions with a potential business financing advisor to adequately prepare for this possibility. In this case the Plan B approach occurs prior to finance arrangements being finalized (unlike the first two examples in which financing was already in place).

Fourth, many lenders for SBA loans, business opportunity financing and commercial mortgage loans are frequently guilty of under-delivering and over-promising. Local and regional lenders seem to produce a disproportionate number of problems like this. Similar to the recommended approach for business cash advances, commercial borrowers should pursue Plan B contingency financing. The ideal timing to discuss alternative commercial financing options is before committing to a specific lender.

Finally, for the four examples noted above as well as the numerous other possibilities where contingency planning is appropriate for commercial loans and working capital loans, we do have a closing thought. “Always have a Plan B”.

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This is the “answer” to a question I received this past week concerning a class of commercial real estate loans called “mezzanine” debt. If you’ve never heard of it, don’t worry. It’s usually used by fairly substantial commercial real estate developers and investors in situations where the existing debt doesn’t go far enough to get the property financed. Mezzanine debt is the modern-day equivalent of second trust deeds.

First, you need to understand that “modern” commercial lenders are a jealous lot: Most of them, whether bank, CMBS* mortgage bank, and sometimes life insurance companies won’t allow a junior lien to be recorded against a property where they have a first trust deed. There are several reasons for this, but the bottom line is that real estate investors would have needed a great deal of cash to get larger transactions done until the mezzanine lenders showed up. Here’s an example:

A real estate investor has owned a large shopping center for 5 years and wants to sell it. When he bought it, he got a 75% LTV loan of $6 Million on his $8 Million purchase price using a Conduit* loan from a mortgage bank. Rates went down from the time he bought it, and it has appreciated to $16 Million in the same time, and his commercial loan balance is now $5.5 Million. Because this is a Conduit loan, our seller would face a prepayment penalty in the range of $600,000 to $1 Million! And since they don’t allow second trust deed on the property, the Buyer would have to come up with over $10.5 Million to buy it! Not.

Mezzanine mortgage lenders get around this problem by lending on collateral other than the property. Commercial loan Conduits require borrowers to create a special entity, usually a LLC, to own the property to protect them in the event the borrower files for bankruptcy. The Mezzanine mortgage lender uses the membership interests of the LLC as collateral for their loan instead of the property. So in our example, the Mezzanine lender steps up with a loan as large as $7.3 Million (this would bring the combined loans to 80% of the purchase price), depending upon the lender’s debt service requirements. Voila! Purchase accomplished!

Mezzanine lenders also play an important role in large construction loans, too. Unfortunately, these types of commercial loans aren’t available to regular mortals. The smallest Mezzanine loans tend to be in the $2 Million the $3 Million range. But it’s good to know they’re there when you do need one!

*CMBS: Commercial Mortgage Backed Securities, usually arranged by major Wall Street investment banks who are referred to as “conduits.”