FINANCIAL MODELING
Prepayment Analysis: Yield Maintenance, Defeasance, Step-Down, and Open Across Every Debt Type
Key Takeaways
- Five prepayment regimes, not two. Open, step-down, yield maintenance, defeasance, and lockout. Most institutional loans combine them in phases: lockout for an initial window, a penalty window through most of the term, and an open period in the last few months (illustrative market-practice pattern: 24-month lockout, open in the last 3–6 months).
- The cross-lender map is the load-bearing table. Agency multifamily may carry a declining premium or YM depending on the product and the note. Life co uses YM almost universally. Banks vary: open or step-down on balance-sheet loans, swap breakage on swapped loans. CMBS conduit uses defeasance; CMBS SASB negotiates prepayment terms deal by deal. Bridge uses open with a minimum interest period plus an exit fee. HUD and SBA 504 loans carry prepayment premiums set in the note.
- The worked example. Same $50M loan, Year 5 of a 10-year term, 5.5% coupon, 30-year amortization, so a $46.2M balance. At an illustrative 4.25% 5-year Treasury, prepayment cost is: open = $0; step-down (1% at Year 5) = $0.46M; YM at the Treasury yield plus a 25 bps make-whole spread = $1.97M; defeasance = $2.47M plus $40–75K of professional fees; lockout = prepayment prohibited.
- 2026 makes YM and defeasance far cheaper than they were in 2020–2021. The Fed's H.15 release for October 6, 2026 shows the 5-year Treasury at 5.03% and the 10-year at 5.27%. Against those yields, a loan with a coupon below the Treasury yield owes no YM and can defease at a discount to par, while the same $50M, 5.5% loan costs about $0.91M to defease. The cluster's CMBS article covers the negative-defeasance window in depth.
- Price prepayment before signing the commitment, not at maturity. The institutional discipline is to model the prepayment cost at the assumed exit year on every term sheet, comparing CMBS (lower coupon, harder prepayment) against life co (middle coupon, YM only) against bank (higher coupon, easier prepayment) on a level economic basis.
The Prepayment Decision
Most borrowers don't price prepayment penalty until they need to exit, and by then it's too late to change. The commitment is signed, the regime is locked in, and the cost is whatever the Treasury curve says it is on the day the calculation runs. The institutional discipline, the one that separates capital markets desks from sponsors who learned the math by surprise, is to price prepayment before selecting a lender, on the same exit-year assumption across every term sheet on the table.
This article is the cross-lender prepayment methodology. CMBS-specific yield maintenance and defeasance, the formula derivations, the master-servicer workflow, the 2026 negative-defeasance window, live in the sibling deep-dive:CMBS Prepayment: Conduit vs SASB, Yield Maintenance, and Defeasance. This piece takes the broader view: defeasance and yield maintenance are two of five prepayment regimes, and each of the five attaches to a specific set of lender types. The reader who understands all five regimes can price prepayment on agency, life co, bank, CMBS, bridge, HUD, and SBA debt on a single comparable basis.
Before going further: this article is about institutional commercial real estate prepayment, not the consumer-mortgage "prepayment penalty" that the CFPB, Bankrate, and Rocket Mortgage write about. Consumer mortgages are governed by a federal rule, 12 CFR 1026.43(g): a covered transaction may carry a prepayment penalty only if the rate cannot increase, it is a qualified mortgage, and it is not higher-priced; the penalty cannot apply after three years and is capped at 2% of the balance prepaid in the first two years and 1% in the third. Institutional CRE debt operates under entirely different conventions, lockouts, yield-maintenance formulas, Treasury-portfolio substitution, step-down schedules, that protect institutional bondholders rather than individual consumers. If you arrived here looking for residential mortgage prepayment information, the Consumer Financial Protection Bureau (consumerfinance.gov) is the better resource. Everything below assumes institutional CRE debt at $5M–$500M+.
The Five Prepayment Regimes
Every institutional CRE loan's prepayment structure resolves to one of five regimes, or, more commonly, a phased combination of them across the loan's life:
1. Open prepayment
The simplest regime: the borrower can prepay at par with no penalty. Bridge loans typically allow open prepayment after a minimum interest period (illustratively 3–6 months). Many agency multifamily loans allow open prepayment in the last few months before maturity (illustratively 3–6 months). Some bank balance-sheet loans allow open prepayment throughout the term, particularly relationship credit facilities and lines that the bank prices for refinance flexibility. The trade-off: open prepayment usually correlates with higher coupons or shorter terms.
2. Step-down (declining penalty schedule)
The borrower pays a declining percentage of the principal balance as a penalty, with the percentage falling each year of the loan's life. The classic schedule is 5-4-3-2-1: 5% penalty in Year 1, 4% in Year 2, 3% in Year 3, 2% in Year 4, 1% in Year 5, then open. Agency multifamily loans may carry a declining premium or a yield maintenance premium depending on the product; HUD-insured loans and SBA 504 loans carry prepayment premiums set in the note (for SBA 504, see 13 CFR 120.940, which defers to the premium established in the note). Bank balance-sheet loans occasionally use step-down for floating-rate term loans where the bank wants some prepayment protection without the operational complexity of YM or defeasance.
3. Yield maintenance
The borrower pays the lender the present value of the lender's lost coupon, computed at a reinvestment rate equal to the current Treasury yield for a maturity matching the remaining term, plus a make-whole spread (lender-specific; 25–50 bps is an illustrative assumption, and some notes use the flat Treasury yield). The payment makes the lender whole, the lender can take the prepayment proceeds, reinvest them at the current Treasury rate, and receive the same total cash flow they would have received from the loan. Life insurance companies use yield maintenance almost universally. CMBS SASB structures negotiate prepayment terms deal by deal. Some bank construction-to-perm loans convert to YM at conversion. The math is closed-form and quotable on a phone call; the cost is highly sensitive to the gap between loan coupon and current Treasury yield.
4. Defeasance
The borrower substitutes a portfolio of U.S. Treasury or agency securities that replicates the loan's remaining cash flow. The lender keeps receiving the same scheduled payments, only now from the Treasury portfolio rather than the underlying property. The borrower's collateral (the property) is released; the new collateral is the security portfolio. Defeasance is almost exclusively a CMBS conduit phenomenon. It exists because the loan's scheduled cash flow stays in the CMBS trust to support the rated bonds: the Treasury portfolio replaces the property as the source of that cash flow, so the bond payment schedule is preserved. Operationally it is the heaviest regime: it requires a defeasance consultant, the master servicer's cooperation, a securities broker, counsel, a trustee, and illustratively 30–45 days of execution time.
5. Prepayment lockout
The borrower is prohibited from prepaying for a defined window, illustratively 24 months on CMBS conduit, sometimes 12–24 months on SASB, and occasionally the entire loan term on portfolio life co loans with high-conviction long-duration matching. During lockout the borrower simply cannot exit at any price; the only options are to hold to the end of the lockout or to negotiate a discounted payoff with the lender (which is a workout, not a prepayment). Lockout is the strictest regime because it removes the option entirely rather than pricing it.
THE LIFECYCLE PATTERN
Most institutional CRE loans combine these regimes in phases. A 10-year CMBS conduit loan is illustratively lockout (months 1–24) → defeasance (months 25–117) → open (months 118–120). A 10-year life co loan is illustratively yield maintenance (months 1–114) → open (months 115–120, the last 3–6 months). An agency multifamily loan with a step-down rider is illustratively step-down (years 1–5 declining 5-4-3-2-1, used here as an illustration) → lower step-down or open (years 6–10). The institutional question isn't "which regime applies?" but "which phase of which regime is the loan currently in, and what does prepayment cost in that phase?"
Which Debt Type Uses Which
The cross-lender map is the load-bearing reference for institutional borrowers. Different lender types use different regimes for structural reasons that connect to how the underlying capital is held and how the bondholders or balance-sheet owners think about reinvestment risk. The matrix below is an illustrative market-practice baseline (lockout lengths, open windows, fees, and timelines throughout this article are illustrative ranges; the note controls); each row is the common provision, with notes on variations.
Reading the matrix in narrative form: agency multifamily (Fannie Mae DUS, Freddie Mac Optigo) may carry either a declining (graduated) prepayment premium or a yield maintenance premium, depending on the product and the note, with an open period in the last few months. TheFannie Mae Multifamily Selling and Servicing Guideis the starting reference for Fannie Mae terms; always confirm the premium type and schedule in the note itself.
Life insurance companies use YM almost universally because life cos hold these loans on the general account to match long-duration insurance liabilities, and YM compensates precisely for the lost coupon on early exit. Some portfolio-matched life co loans add a long initial lockout (illustratively 36–60 months) on top of YM. Commercial banks on balance-sheet permanent loans typically allow open prepayment; step-down or YM appears on fixed-rate term loans or floating-rate loans swapped to fixed (where the swap has a separate breakage cost that mirrors YM mechanically through the swap MTM).
CMBS conduit uses defeasance by market convention, for pooled securitizations. CMBS SASB (single-asset, single-borrower deals) negotiates prepayment terms deal by deal; yield maintenance and defeasance both appear, and the note controls. Bridge and transitional loans use a minimum interest period (illustratively 3–6 months) plus an exit fee (illustratively 50–100 bps), then open, bridge lenders price prepayment flexibility into the upfront economics rather than the back end.
HUD 223(f) and 221(d)(4) loans carry prepayment terms set in the loan documents, commonly a lockout and a declining premium that varies by program and vintage. SBA 504: relevant as an institutional analogy, lets the borrower prepay by paying the entire balance, unpaid interest and fees, and any prepayment premium established in the note (13 CFR 120.940); the CDC must in turn prepay the corresponding debenture with interest and premium.
Yield Maintenance: The Math
Yield maintenance pays the lender the present value of the lost coupon between today and the loan's maturity. The closed-form formula in its institutional convention:
YIELD MAINTENANCE FORMULA
YM = max( minimum premium, PV(remaining cash flows) − Loan Balance )
where PV uses discount rate = (Treasury yield matching remaining term) + (make-whole spread, lender-specific)
The intuition: take the remaining principal-and-interest payments at the loan coupon, discount them at today's Treasury yield plus a make-whole spread, and pay the lender the present value minus the par balance. If the discount rate exceeds the loan coupon (rates rose since origination), the PV is less than par and the formula result is zero, the lender can reinvest at a higher rate than the loan and isn't harmed by prepayment. If the discount rate is below the loan coupon (rates fell), the PV exceeds par and YM compensates the lender. Two note-specific terms change the result: many notes set a minimum premium (a percentage of the balance prepaid) so that YM is not zero when rates rise, and the make-whole spread is lender-specific, 25–50 bps is an illustrative assumption, and some notes discount at the flat Treasury yield.
The key feature: YM cost rises when rates fall and falls when rates rise. A life co loan with a 4.5% coupon and five years remaining carried very large YM in 2020–2021, when the 5-year Treasury averaged 0.63% (range 0.19% to 1.34% from April 2020 through December 2021, perFRED series DGS5), and has zero formula YM at the 5.03% 5-year Treasury in the October 6, 2026 H.15 release. The institutional borrower exiting a loan at the bottom of the rate cycle pays the most YM; the borrower exiting at the top pays the least.
Work a concrete example. $30M life co loan, 5 years into a 10-year term, 5.00% coupon, 30-year amortization. Remaining principal at Year 5: about $27.55M (a 30-year-amortizing loan at this rate retires about 8.2% of the original balance in the first five years). The remaining 60 months of scheduled payments total about $34.1M (60 monthly P&I payments of roughly $161,000, or $9.66M, plus a $24.40M Year-10 balloon). Assume an illustrative 5-year Treasury yield of 4.25% and a 25 bps make-whole spread in the loan document, so the YM discount rate is 4.50%.
- PV of remaining 60 months and the balloon at the loan coupon, discounted at the 4.50% YM rate = $28.13M
- Less par balance = $27.55M
- YM penalty = $0.58M (roughly 2.1% of balance)
On the same loan with the 5-year Treasury at 0.63% (the 2020–2021 average), the YM discount rate would have been 0.88%, the PV would have been roughly $32.80M, and the YM penalty would have been roughly $5.25M, about 19% of balance. Same loan, same remaining term, same coupon, about nine times the prepayment cost in the lower-rate environment. This is the institutional intuition: YM cost is dominated by the gap between the loan coupon and the current Treasury yield, not by the loan-document mechanics. The make-whole spread is a small modifier; the curve is the variable.
The Treasury yield used in the calculation comes from theFederal Reserve's H.15 daily yield curve, interpolated to the loan's remaining tenor. Most loan documents specify the calculation date as the date of prepayment notice (typically 30–90 days before actual prepayment); the rate that day, not the average over the loan's life or any forecast, is the rate that governs.
Defeasance: The Math
Defeasance substitutes a portfolio of U.S. Treasury or agency securities for the property as collateral. The securities are selected to throw off cash flows that exactly match the loan's remaining schedule, the monthly P&I payments plus the balloon at maturity. The lender keeps receiving the contractual cash flow; only the source changes.
The cost of defeasance is the cost of the security portfolio minus the loan balance plus the operational fees. The portfolio cost equals the present value of the loan's remaining cash flows, discounted at the yields available on the matching Treasury/agency securities at execution. When Treasury yields are below the loan coupon, the portfolio costs more than par balance, the borrower writes a check for the difference. When Treasury yields are above the loan coupon, the portfolio costs less than par, the borrower receives a net cash refund. This is the "negative defeasance" condition the cluster's CMBS article covers in depth.
Operationally, defeasance is the heaviest regime. The borrower engages a defeasance consultant (Chatham Financial, Commercial Defeasance LLC, AST Defeasance, Waterstone), the master servicer of the CMBS trust, a securities broker, counsel, and the trustee. Execution illustratively runs 30–45 days from engagement to closing. Aggregate professional fees on a $50M defeasance run $40–75K on an illustrative basis (an assumption, not a quoted schedule), separate from the headline penalty quoted by the consultant's free calculator.
Worked example for the same $50M reference: $50M CMBS conduit loan, Year 5 of a 10-year term, 5.5% coupon, 30-year amortization. Remaining principal at Year 5: about $46.2M (7.5% of the original balance retired). The matching Treasury portfolio replicating 60 monthly P&I payments plus the Year-10 balloon, assembled at an illustrative 4.25% 5y UST, costs about $48.7M. Defeasance penalty = $48.7M portfolio cost − $46.2M par balance = $2.47M (computed on unrounded figures), plus $50K of professional fees. All-in cost: about $2.52M, or 5.5% of balance. Defeasance is priced at the flat Treasury yield, with no make-whole spread, which is why it exceeds the $1.97M YM figure on the same loan; at the 25 bps spread, the YM discount rate is 4.50%.
At the 5.03% 5-year Treasury in the October 6, 2026 H.15 release, the same $50M loan would defease for a portfolio cost of about $47.14M against a $46.23M balance, a penalty of about $0.91M (2.0% of balance). The illustrative 4.25% yield in the main example shows the mechanics; today's curve makes the cost smaller.
The sibling CMBS article walks the full portfolio-construction mechanics, how the consultant selects individual Treasury maturities to match monthly cash flows, the role of "successor borrower" entities, and the low-coupon loans that currently produce net cash receipts. The institutional borrower pricing prepayment across debt types only needs the punchline: defeasance costs the present value of the portfolio minus par, plus illustrative fees of $40–75K, and moves with the Treasury curve in the same direction as YM.
Step-Down: The Math
Step-down is the simplest regime mathematically. The borrower pays a percentage of the principal balance equal to whatever the schedule prescribes in the current year of the loan's life. The schedule is fixed at origination, doesn't depend on the rate environment, and is quotable in a sentence.
The classic declining schedule, used here as an illustration, is 5-4-3-2-1: a 5% premium in Year 1, declining 1% per year to 1% in Year 5, with the loan then open (or transitioning to a smaller flat premium). Actual agency, HUD, and SBA 504 schedules are set in the note, so the schedule in the loan document governs.
Worked example for the same $50M reference: $50M loan, Year 5 of a 10-year term, 5-4-3-2-1 step-down schedule. Remaining principal at Year 5: about $46.2M. The Year-5 step-down premium is 1% (the last year of the declining schedule). The premium applies to the balance prepaid, not the original loan amount. Step-down penalty = 1% × $46.2M = about $462K. Prepaying on the same balance at the Year-4 rate of 2% would cost about $925K, twice the Year-5 figure.
The institutional advantage of step-down is predictability. The borrower knows on Day 1 of origination exactly what prepayment will cost in any month. YM and defeasance produce wildly different numbers depending on the Treasury curve at exit; step-down is fixed. For sponsors with high refinance optionality, particularly multifamily operators with frequent recapitalizations, that predictability is valuable even when the headline percentage looks higher than YM in a flat-rate environment. The institutional read is that step-down trades a higher expected penalty in flat-rate environments for protection against the rate-collapse scenario that makes YM expensive.
Open Prepayment: When You Get It
Open prepayment, pay off at par, no penalty, appears in three institutional contexts. (1) Thefinal-months open window embedded in nearly every institutional loan: illustratively 3 months on CMBS conduit, 3–6 months on agency multifamily and life co, sometimes 6+ months on bank. It exists to let the borrower refinance into a new loan that may close before the existing loan's maturity date. (2) Bridge loans after the minimum interest period (illustratively 3–6 months), with an illustrative 50–100 bps exit fee layered on, seeBridge Loans: Floating-Rate Risk and Exit Assumptionsfor the broader bridge economics. (3) Bank balance-sheet relationship loans, where the bank trades prepayment protection for relationship value and prices the flexibility into a slightly higher upfront coupon.
The institutional point: open prepayment is rarely "free", it's typically priced into the upfront coupon. A 25 bps premium for open prepayment on a $50M loan costs $125K per year of carry on the original $50M balance, or about $600K over a five-year hold on the amortizing balance, versus a Year-5 step-down penalty of about $462K on the $46.2M balance in the example above. The comparison is on net cost across the expected hold, not on the headline penalty.
Prepayment Lockout: The Constraint
Lockout is the strictest regime: prepayment is prohibited for a defined window. The only options during lockout are to hold, to sell the property with loan assumption (if assumable), or to negotiate a workout/discounted payoff (a default-track process, not a market-rate prepayment).
Lockout windows by lender type:
- CMBS conduit: illustratively 24 months. The trust structure relies on predictable bond cash flow during the early years of the securitization.
- CMBS SASB: negotiable, illustratively 12–24 months. Some SASB structures carry no lockout, depending on the deal.
- Life insurance company: portfolio-matched loans sometimes carry lockouts (illustratively 36–60 months) on top of YM. Most life co loans don't have lockout, YM serves the protection function.
- Bank and HUD construction: the construction phase functionally locks out prepayment until conversion or completion. HUD 221(d)(4) permanent-phase prepayment terms are then set in the loan documents.
The implication: during the lockout window, the loan has no exit option at any price. Sponsors with high refinance optionality and short expected holds should avoid long-lockout structures even when the headline rate is favorable. No rate quote can re-price an option that doesn't exist.
The Borrower Decision Tree
The institutional question for a borrower with a maturing or potentially-prepayable loan: what's the cost of prepaying today versus holding? Four steps:
- 1. Identify the current phase. Pull the loan document and locate the current month relative to origination. Is the loan in lockout, the penalty window (defeasance / YM / step-down), or the open period?
- 2. Compute the penalty in the current phase. Step-down: current year's percentage × remaining principal. YM: closed-form formula at today's H.15 Treasury curve plus the loan-document make-whole spread. Defeasance: consultant's calculator plus illustrative fees of $40–75K. Lockout: not permitted, only sale-with-assumption or workout.
- 3. Compare to the cost of holding. Compute the NPV of the coupon spread between the existing loan and a refinance loan across the remaining term. If the existing coupon is well above market, prepay-and-refinance may save more than the penalty. If below market, hold, the penalty is rarely worth the higher refinance rate.
- 4. Time the open period. The last 3–6 months are usually free. Borrowers who don't model the open window structurally overstate penalty cost on near-maturity loans.
THE PRACTITIONER HEURISTIC
On an institutional loan illustratively more than 70% of the way through its term, the open-period proximity usually dominates the penalty math. Sponsors who pay full defeasance or YM on a loan with 4 months remaining are leaving money on the table. Start the refinance conversation early enough to time closing into the open window.
2026 Rate Environment
The October 2026 Treasury curve sits well above the levels that made YM and defeasance expensive in 2020–2021. Treasury constant-maturity yields from the Fed'sH.15 releasedated October 7, 2026 (observations for October 6, 2026):
- 2-year Treasury: 4.79%
- 3-year Treasury: 4.88%
- 5-year Treasury: 5.03%
- 7-year Treasury: 5.15%
- 10-year Treasury: 5.27%
Any loan whose coupon sits below the Treasury yield for its remaining tenor owes no formula YM and defeases at a discount to par. Three examples at this curve, each computed with the article's conventions (30-year amortization, 10-year term, monthly payments, remaining cash flows plus balloon discounted monthly):
- The $50M, 5.5% coupon loan from the worked example (60 months remaining) costs about $0.91M to defease at the flat 5.03% yield (2.0% of balance). Under YM with a 25 bps spread (5.28% discount rate) it costs about $0.42M (0.9%); at a 50 bps spread the formula result is slightly below par, so only a minimum premium, if the note has one, would apply.
- A 4.5% coupon loan with five years remaining defeases at about 2.2% below par at the 5.03% yield: the borrower receives a net cash refund.
- A hypothetical 10-year conduit loan originated in late 2019 at a 4.00% coupon, with three years remaining, defeases at about 2.4% below par at the 4.88% 3-year yield; at a 3.75% coupon the figure is about 3.0%. This is the "negative defeasance" zone the cluster's CMBS-specific article covers, along with the institutional bid-ask between consultants and master servicers.
For loans originated at 6.5–7.5% coupons, the math reverses: these loans have elevatedYM and defeasance costs because the loan coupon sits well above today's Treasury yield. A 7.0% coupon life co loan exiting in Year 3 of a 10-year term (7 years remaining) with the 7-year Treasury at 5.15% pays about 10.3% of balance at the flat Treasury yield, 8.9% with a 25 bps spread, and 7.4% with a 50 bps spread. The borrower who locked in fixed-rate debt at those coupons and now wants to refinance pays the rate-cycle penalty in full.
The macroeconomic context is the current maturity cycle. Every refinance decision in it involves pricing the prepayment cost against the coupon-improvement opportunity at the current Treasury curve. SeeRefinancing Risk: Maturity Wave and Default Rate Sensitivityfor the broader context.
How to Model It
The institutional prepayment model is a five-column comparison on each term sheet the sponsor is evaluating: open prepayment, step-down, yield maintenance at today's curve, defeasance at today's curve, and the lockout constraint. Each column produces a single number, the all-in prepayment cost at the assumed exit year, and the lender-by-lender comparison is the basis for selecting the loan whose total economics work against the sponsor's expected hold.
The workflow:
- 1. Specify the exit year. Most institutional sponsors model a base case (illustrative holds: 5 years for value-add multifamily, 7–10 for core-plus, 3 for opportunistic bridge) and a stress case (extended hold, often 2–3 years longer). The prepayment cost is meaningfully different in each.
- 2. Pull the loan-document prepayment provision for each term sheet. The provision specifies the regime, the lockout (if any), the step-down schedule (if any), the YM make-whole spread (if YM), and the open-period start date. These are loan-document items, not market conventions.
- 3. Compute the prepayment cost at the exit year. For step-down, apply the year's percentage to the projected remaining balance. For YM, build the closed-form formula with today's curve plugged in. For defeasance, use the consultant's calculator or the same closed-form approximation (defeasance and YM produce similar numbers in normal-curve environments). For lockout, flag the constraint, the loan can't be exited in that year.
- 4. Add operational fees. Defeasance: $40–75K of professional fees (illustrative). YM: illustratively $10–25K of legal review and master-servicer fees. Step-down and open: minimal beyond the standard defeasance/prepayment-administration fee in the loan document. The headline penalty isn't the full cost.
- 5. Compare the all-in number against the coupon savings. The prepayment cost is one side of the ledger; the coupon improvement from refinancing into the new loan is the other. The NPV of the spread across the remaining term determines whether prepayment is economic.
Apers Marketplace pocket models run this comparison as a built-in module. AQ-110 (multifamily) handles agency step-down and life co YM scenarios for refinance decisions during the hold; AQ-141 (opportunistic with bridge) models bridge exit fees and minimum interest periods; AQ-301 (anchored retail) handles CMBS defeasance and YM for long-hold institutional retail.
BUILD IT IN APERS
Apers models prepayment cost across every term sheet, yield maintenance vs defeasance vs step-down vs open, so you can compare lender options on the exit math before signing the commitment. Try Apers free →
Or start in a pocket model: AQ-110 (multifamily) → · AQ-141 (opportunistic with bridge) → · AQ-301 (anchored retail) →
Common Mistakes
Seven errors we see repeatedly in institutional prepayment analysis, each one produces a misquoted prepayment cost on a term-sheet comparison or a missed refinance window at maturity:
Confusing yield maintenance and defeasance. The two regimes produce similar-magnitude numbers in flat-curve environments but operate completely differently. YM is a cash payment to the lender; defeasance is a securities-portfolio substitution. The operational lift is wildly different (YM closes in days; defeasance illustratively requires 30–45 days and multiple counterparties). Borrowers who quote "YM or defeasance" interchangeably miss the timing and the cash-flow differences.
Treating the headline penalty as the only prepayment cost. Illustratively, defeasance has $40–75K of professional fees; YM has $10–25K of legal review and master-servicer fees; bridge loans illustratively have exit fees of 50–100 bps on top of the minimum interest period. The free calculators on consultant websites produce the headline number; the total cost is materially higher.
Missing the lockout window. On CMBS conduit and some life co loans, the loan can't be prepaid at all in the first 24–36 months (illustrative range). Borrowers who quote a Year-2 prepayment penalty for a CMBS conduit loan have ignored the lockout, the loan can't be exited that year at any cost. The right answer is "not permitted; hold or sale-with-assumption."
Not modeling the open-period flexibility. The last 3–6 months of most institutional loans are open. Borrowers planning a refinance for a loan with 6 months remaining who quote full YM or defeasance are missing the free-prepayment window. Time the refinance closing into the open period and the penalty drops to zero.
Pricing YM at the wrong Treasury rate. The Treasury yield used in YM is interpolated to the remaining loan tenor on the prepayment notice date, not the original loan tenor, not the average rate across the loan's life, not any forecast. Practitioners who use a 10-year Treasury for a YM calculation on a loan with 3 years remaining structurally misquote the penalty.
Ignoring swap breakage on bank-swapped loans. Bank floating-rate term loans swapped to fixed have two prepayment components: the loan's own prepayment regime (typically step-down or open), and the swap's mark-to-market unwind cost. The swap breakage is a separate calculation, often in the same direction as YM (lender's lost coupon) but mechanically different. SeeInterest Rate Risk: Caps, Swaps, and Hedgingfor the swap-mechanics depth.
Comparing prepayment cost without comparing coupon. CMBS has lower coupons and harder prepayment; bank has higher coupons and easier prepayment; life co sits in the middle. Comparing the defeasance cost on a CMBS loan against the open prepayment of a bank loan without normalizing for the coupon spread misses the structural trade-off. The right comparison is the NPV of total interest expense plus prepayment cost across the expected hold, not the prepayment cost in isolation.
Related Articles
Prepayment analysis is one of five disciplines in the institutional debt-analysis cluster. Sibling deep-dives and the CMBS-specific reference:
- DSCR: Sizing Constraints, Amortizing vs IO: the cluster anchor. The four-constraint sizing stack and the IO-vs-amortizing proceeds delta. Prepayment economics interact with IO structures because the open-period balloon dominates IO loan economics.
- Debt Yield: Why Institutional Lenders Prefer It: the institutional sizing comparator. CMBS conduit (defeasance) is sized to debt yield; understanding why CMBS sizes to debt yield explains why CMBS uses defeasance.
- LTV vs LTC: When Each Governs: the collateral and cost-basis constraints. Bridge debt (open prepayment, exit fee) is typically LTC-governed; understanding LTC sizing connects to bridge exit economics.
- Interest Rate Risk: Caps, Swaps, and Hedging: the hedging counterpart. Bank floating-rate loans swapped to fixed have swap-breakage costs on prepayment that mirror YM but operate through the swap MTM.
- Refinancing Risk: Maturity Wave and Default Rate Sensitivity: the 2026 maturity-wave context. Prepayment cost is one input to the refinance-decision math; the broader article covers the wave's full economics.
- CMBS Prepayment: Conduit vs SASB, Yield Maintenance, and Defeasance: the CMBS-specific deep dive. The YM formula derivation, the defeasance portfolio construction, and the 2026 negative-defeasance phenomenon. The complementary reference for CMBS-specific depth.
FAQ
Frequently Asked Questions
What is a prepayment penalty in commercial real estate?
A prepayment penalty in commercial real estate is the cost the borrower pays to retire a loan before its scheduled maturity. CRE prepayment penalties take five forms: open prepayment (no penalty), step-down (declining percentage of balance), yield maintenance (present value of the lender's lost coupon), defeasance (substitution of a Treasury portfolio for the property collateral), and lockout (prepayment prohibited). The applicable regime depends on the lender type, CMBS conduit uses defeasance, life insurance companies use yield maintenance, agency multifamily may carry a declining premium or yield maintenance depending on the product, banks vary, and bridge loans typically use open prepayment with a minimum interest period.
How is yield maintenance calculated?
Yield maintenance equals the present value of the loan's remaining cash flows minus the par balance, where the present value is computed using a discount rate equal to the current Treasury yield (interpolated to the remaining loan term) plus a make-whole spread specified in the loan document (lender-specific; 25-50 bps is an illustrative assumption, and some notes use the flat Treasury yield). The intuition: the lender is being paid the present value of every dollar of coupon they would have received between today and maturity, computed at today's reinvestment rate. If the discount rate exceeds the loan coupon, the formula result is zero (many notes also set a minimum premium); if the discount rate is below the loan coupon, the penalty rises with the gap.
What is defeasance in commercial real estate?
Defeasance is a prepayment mechanism in which the borrower substitutes a portfolio of U.S. Treasury or agency securities that replicates the loan's remaining cash flow for the original property collateral. The lender keeps receiving the same scheduled payments, only the source changes from the property to the security portfolio. Defeasance is almost exclusively used on CMBS conduit loans, where the loan's scheduled cash flow stays in the trust to support the rated bonds. Operationally it requires a defeasance consultant, master-servicer cooperation, a securities broker, counsel, and a trustee, with an illustrative execution time of 30-45 days.
What is the difference between yield maintenance and defeasance?
Yield maintenance is a cash payment to the lender equal to the present value of the lost coupon; defeasance is a substitution of a Treasury/agency security portfolio for the original collateral. The two regimes produce similar-magnitude numbers in flat-curve environments, both compensate the lender for lost coupon, but operate completely differently. Yield maintenance closes in days; defeasance illustratively requires 30-45 days and multiple counterparties. Yield maintenance is the standard regime for life insurance companies; defeasance is the standard regime for CMBS conduit; CMBS SASB negotiates prepayment terms deal by deal. CMBS conduit uses defeasance by market convention, which keeps the loan's scheduled cash flow flowing to the trust.
What is a step-down prepayment penalty?
A step-down prepayment penalty is a declining percentage of the principal balance that the borrower pays to prepay the loan, with the percentage falling each year of the loan's life. The classic schedule is 5-4-3-2-1: 5% in Year 1, 4% in Year 2, 3% in Year 3, 2% in Year 4, 1% in Year 5, then often open thereafter. Agency multifamily loans can carry a declining premium depending on the product; HUD-insured and SBA 504 loans carry premiums set in the note. Step-down is the most predictable regime, the cost is fixed at origination and doesn't depend on the rate environment.
What is the prepayment lockout window?
A prepayment lockout window is a period during which the borrower is prohibited from prepaying the loan at any price. Lockout is most common on CMBS conduit (illustratively 24 months from origination) and some CMBS SASB (illustratively 12-24 months) loans, where the trust relies on predictable cash flow during the early years of the securitization. Some portfolio life co loans have long lockouts (illustratively 36-60 months); some have no lockout because the yield-maintenance provision serves the same protection function. During lockout the only exits are sale-with-assumption (if the loan is assumable) or workout/discounted payoff (a default-track process).
Which loan types have which prepayment structure?
Agency multifamily (Fannie Mae and Freddie Mac) may carry a declining premium or yield maintenance depending on the product and the note. Life insurance companies use yield maintenance almost universally. Commercial banks on balance-sheet loans typically allow open prepayment, with step-down or yield maintenance on term loans. CMBS conduit uses defeasance after a 24-month lockout. CMBS SASB negotiates prepayment terms deal by deal; yield maintenance and defeasance both appear, and the note controls. Bridge loans use open prepayment after an illustrative 3-6 month minimum interest period plus a 50-100 bps exit fee. HUD 223(f), HUD 221(d)(4), and SBA 504 loans carry prepayment premiums set in the note.
Can you prepay an agency multifamily loan without penalty?
Many agency multifamily loans (Fannie Mae DUS and Freddie Mac Optigo) allow open prepayment in the last few months before maturity (illustratively 3-6 months), with a step-down or yield-maintenance penalty during the earlier years of the term; the note controls. Some agency products allow open prepayment throughout the term at a higher coupon. The institutional borrower planning a refi for an agency loan within the last six months of the term can typically time the closing into the open window and pay no prepayment penalty.
Why do CMBS loans use defeasance instead of yield maintenance?
CMBS conduit loans use defeasance by market convention. Defeasance substitutes a Treasury portfolio that replicates the loan's scheduled cash flow, so the cash flow to the trust and the bond payment schedule continue unchanged and the trust receives no early principal. CMBS SASB structures hold a single borrower's loan and are negotiated deal by deal; yield maintenance and defeasance both appear, and the note controls.
What does a prepayment penalty cost on a $50M loan?
On a $50M institutional CRE loan in Year 5 of a 10-year term with a 5.5% coupon, prepayment cost on the $46.2M balance varies by regime. At an illustrative 5-year UST of 4.25%: open prepayment costs $0; step-down at a Year-5 1% rate costs about $462K; yield maintenance with a 25 bps make-whole spread costs about $1.97M (about $1.47M at a 50 bps spread); defeasance costs about $2.47M plus $40-75K of professional fees; lockout means prepayment is not permitted at any cost. At the 5.03% 5-year UST in the October 6, 2026 H.15 release, yield maintenance with a 25 bps spread falls to about $0.42M and defeasance to about $0.91M. The range reflects both the structural difference between regimes and the Treasury level.
When does yield maintenance cost the most?
Yield maintenance cost is dominated by the gap between the loan coupon and the current Treasury yield. The penalty is highest when Treasury rates have fallen significantly below the loan coupon since origination (the lender's lost coupon is large), and zero when Treasury rates exceed the loan coupon (the lender can reinvest at a higher rate than the loan and isn't harmed). From April 2020 through December 2021 the 5-year Treasury ranged from 0.19% to 1.34% (average 0.63%). On a 5.0% coupon loan with five years remaining and a 25 bps make-whole spread, that range implies yield maintenance of roughly 15.5% to 21.3% of balance. With the 5-year Treasury at 5.03% in the October 6, 2026 H.15 release, a loan with a coupon below that yield owes no formula yield maintenance.
What is negative defeasance?
Negative defeasance is the condition in which a borrower's defeasance produces a net cash receipt, the borrower gets paid to prepay the loan. It occurs when the Treasury yields used to assemble the defeasance portfolio exceed the loan coupon, so the portfolio costs less than the par balance. For example, a hypothetical 10-year conduit loan with a 4.00% coupon and three years remaining defeases at about 2.4% below par at the 4.88% 3-year Treasury yield in the October 6, 2026 H.15 release. The cluster's CMBS-specific article covers the mechanics and the institutional bid-ask on whether the rebate accrues to the borrower or is captured by structural friction.
How long does defeasance take to execute?
Defeasance illustratively takes 30-45 days from engagement to closing. The borrower engages a defeasance consultant (Chatham Financial, Commercial Defeasance LLC, AST Defeasance, Waterstone, and others compete in this market), the master servicer of the CMBS trust, a securities broker to assemble the Treasury or agency portfolio, counsel to draft the substitution documents, and the trustee to receive the new collateral. Institutional borrowers planning a CMBS prepayment should start the conversation at least 60-90 days before the intended payoff date.
What is a make-whole spread in yield maintenance?
The make-whole spread is a small premium added to the Treasury reinvestment rate when computing the yield-maintenance discount rate. It is lender-specific (25-50 bps is an illustrative range, and some notes use none) and is documented in the loan agreement at origination. The institutional intuition: the lender's actual reinvestment alternative isn't pure Treasury, they would invest in something with a small spread (a comparable CMBS bond, a corporate bond, an agency security). The make-whole spread compensates for the small reinvestment haircut. A wider make-whole spread produces a slightly lower yield-maintenance penalty (the higher discount rate produces a lower present value); a narrower spread produces a slightly higher penalty.
Sources
- Federal Reserve: H.15 Selected Interest Rates (Treasury constant maturities, release dated October 7, 2026). federalreserve.gov/releases/h15.
- Federal Reserve Bank of St. Louis (FRED): DGS5, market yield on U.S. Treasury securities at 5-year constant maturity, April 2020 through December 2021. fred.stlouisfed.org.
- 13 CFR 120.940: Prepayment of the 504 loan or Debenture. ecfr.gov.
- 12 CFR 1026.43(g): Prepayment penalties on consumer mortgages. ecfr.gov.
- Fannie Mae Multifamily: Multifamily Selling and Servicing Guide. mfguide.fanniemae.com.