Module 2 · Running a Brokerage

The Art of the Deal: Maximizing Your Opportunities to Build Wealth

When you buy a full note and sell a partial, the investor's prepayment policy can be worth thousands to you. Two case studies show how.

By Kevin Clancy · 9 min read · Lesson 2.25

What a business! The same skills we use every day to make a good living can also build our long-term net worth. Every deal and every note seller’s need is different, and developing creative solutions is what makes this business an art rather than a science. Every day offers chances to increase our net worth by staying in the deal.

Most people start in this business part time until they’ve proven they can support themselves. Once they have (or if they started with a nest egg), and after considerable experience, they begin to see many opportunities for future income or for building their estate.

How keeping the tail end pays you

A straightforward way to build wealth is to buy a full note and sell part of it to an investor, in effect keeping the tail end of the note. The note broker then benefits more than once during the life of the note:

  • A transaction fee on the sale of the front end.
  • A share of any early payoff. If the note prepays, your remainder interest has value. The payor pays off what he owes, the investor is paid what he is still owed, and you receive the difference.
  • The remaining payments. If the note doesn’t pay off early, you receive every payment after the investor has received his contracted number of payments. Not a bad deal!

So a major question when choosing an investor for the front end is how that investor treats your remainder interest if the note pays off early. The difference in how investors treat your remainder interest can literally mean thousands of dollars to you. The issue is the investor’s prepayment policy.

The two camps of investor prepayment policy

A caution first: you must read and understand institutional investors’ partial purchase agreements. I’ve had institutional investors tell me they have no prepayment penalty, when in fact they expected to receive the payments they had bought calculated at the face rate of the note, not at their yield. If you’re not sure what that means, you will by the end of this lesson.

The best prepayment policy for a note broker is one where the investor gets back only the unamortized principal of his investment. You can arrange this with private investors, and with some institutional investors once you have experience and exposure in the industry. In the beginning, you’re more likely to meet investors who want an additional fee if the note pays off early.

Institutional investors tend to fall into one of two camps when they calculate what they’re owed on a partial after an early payoff:

  • A percentage penalty. They charge 5% to 12% on top of their remaining unamortized principal.
  • A B schedule. They must be paid the present value of the payments still due to them, calculated at the face rate of the note (not the investor’s yield).

In the two case studies below, we buy a full note, sell a partial income stream and keep the tail end. To keep things simple, both investors require the same yield (highly unlikely in real life). If the note pays off before the investor receives all his payments, Investor #1 receives 105% of his unamortized principal balance, and Investor #2 receives the present value of the payments due to him at the face rate of the note.

Worked example: Foxtrot pays Tango

Tango sold Foxtrot a single-family, owner-occupied condominium in the mid-Atlantic states for $70,000 with $3,500 down. Tango owner-financed a first-position deed of trust for the $66,500 balance at 7.09%, amortized over 360 months with a balloon due in 180 months. Foxtrot had rented the unit for 9 months before the sale, with a perfect rent history but weak credit. Tango wanted to sell the entire note after receiving two payments.

NoteNIPVPMTFV
Original (95% LTV)1807.09%$66,500$446.54$49,366
Currently (balloon is 71% LTV)1787.09%$66,392$446.54$49,366

Both investors require a 12% yield. We solve the seller’s problem by buying the full note and selling only the 178 payments, keeping the balloon due in 178 months. Investor #1 would be paid 105% of his unamortized principal; Investor #2 the present value of the 178 payments at the 7.09% face rate. Here are the positions the day after closing:

PositionNIPVPMTFV
Payor owes1787.09%$66,392$446.54$49,366
Investor #1 (owed 105% of PV)17812.0%$37,057$446.54$0
Investor #2 (owed PV)1787.09%$49,093$446.54$0

If Foxtrot paid off the day after closing, he would pay the $66,392 balance. Investor #1’s payoff would be 105% of his $37,057 investment, or $38,910. Investor #2’s payoff would be $49,093. We receive the difference between Foxtrot’s payoff and the investor’s payoff.

Now suppose the note prepays 88 months after we bought it, with 90 months still owed:

PositionNIPVPMTFV
Payor owes907.09%$60,152$446.54$49,366
Investor #1 (owed 105% of PV)9012.0%$26,418$446.54$0
Investor #2 (owed PV)907.09%$31,101$446.54$0

Foxtrot would pay off his $60,152 balance. Investor #1’s payoff would be 105% of $26,418, or $27,739. Investor #2’s payoff would be $31,101.

Payoff timingPayor paysInvestor #1 payoffInvestor #2 payoffBetter choice
Day after closing$66,392$38,910$49,093Investor #1, by $10,183
88 months later$60,152$27,739$31,101Investor #1, by $3,362

On a low-rate note, the 105% investor leaves you $10,183 more.

Case study: Xray pays Mike

Mike sold an owner-occupied single-family home in the South to Xray for $79,500 with $10,000 down. Mike took back a first-position trust deed for the $69,500 balance at 10.5%, fully amortized over 360 months. The Xrays had rented at that address for the previous 8 years and had perfect credit, though with few items on their credit report. Mike wanted to sell the whole note after receiving the first payment.

NoteNIPVPMTFV
Original (87% LTV)36010.50%$69,500$635.74$0
Currently35910.50%$69,472$635.74$0

This time both investors require an 11.25% yield. We buy the full note and sell only 171 payments, keeping the last 188. Investor #1 would be paid 105% of his unamortized principal; Investor #2 the present value of the 171 payments at the 10.5% face rate.

Position the day after closingNIPVPMTFV
Investor #1 (owed 105% of PV)17111.25%$54,062$635.74$0
Investor #2 (owed PV)17110.50%$56,277$635.74$0

If Xray paid off the day after closing, Investor #1’s payoff would be 105% of $54,062, or $56,765. Investor #2’s payoff would be $56,277. This time we would receive $488 more with Investor #2.

Now suppose the note prepays 86 months after we bought it, with 273 payments still owed by Xray and 85 still owed to the investor:

Position 86 months laterNIPVPMTFV
Xray owes27310.50%$65,921$635.74$0
Investor #1 (owed 105% of PV)8511.25%$37,133$635.74$0
Investor #2 (owed PV)8510.50%$38,009$635.74$0

Xray would pay off his $65,921 balance. Investor #1’s payoff would be 105% of $37,133, or $38,990. Investor #2’s payoff would be $38,009. So 86 months in, our payoff would be $981 more with Investor #2.

Don’t forget the default provisions

There are many other factors to weigh when you buy a full and sell a partial. A critical one is what happens to your remainder interest (the tail end) in the event of default. Some investors will extinguish your interest, meaning you lose your position. Others will let you make the payments on the note while you resolve the problem. Make sure you thoroughly understand the investor’s default provisions before you enter the transaction.

Rules of thumb for choosing an investor

If you’re deciding only on early payoff provisions, you’re much better off with an investor who receives just his unamortized investment back, with no prepayment penalty.

If that isn’t an option:

  • When the face rate is close to the investor’s yield, you’ll do better with an investor who uses a B-schedule payoff based on the face rate of the note (as in the Xray case).
  • When there’s a big gap between the face rate and the investor’s yield, which is almost always true when you buy a low-interest note (as in the Foxtrot case), you’ll do better with an investor who charges a small penalty on his unamortized investment.

If you want to build your net worth or future income by buying fulls and selling partials, understand each investor’s prepayment and default provisions, and run a few calculations like these on every deal. It could be worth thousands of dollars to you.

A warning about closing documents

After writing this article, I received closing documents from an investor to whom we were selling a partial while keeping the back end. I had already reviewed their documents. I wasn’t thrilled with our options in the event of default, but there was a provision letting us service the note and work things out with the payor. With 25% equity in the property and a stable, strong local real estate market, we decided to go ahead.

When the closing package arrived, the clause allowing us to service the note in default was missing. Under those documents, our only options in a default would have been to buy the investor out or lose our entire back-end position.

When we asked about the change, the investor sheepishly said he had made a mistake. He had several sets of closing documents on his computer and had sent us the wrong one. He sent a corrected page and we closed. I choose to believe it was an honest mistake. But the point stands: whether you are buying or selling notes, read and understand every set of closing documents before you enter the transaction.

Key takeaways

  • Keeping the tail can pay you twice
  • Prepayment policy can swing thousands of dollars
  • Low face rate: prefer a small percentage penalty
  • Face rate near yield: prefer a B schedule
  • Read every closing document, every time

Try it yourself

In the Foxtrot case, if the note paid off the day after closing, how much would you receive with Investor #1, and how much with Investor #2?

Show answer

With Investor #1: $66,392 − $38,910 = $27,482. With Investor #2: $66,392 − $49,093 = $17,299. Investor #1 leaves you $10,183 more.

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