- You sell the real estate and sign a lease back on the same day. The operation never moves.
- The lease is the product. Term, rent, escalations and your company's credit are what a buyer is actually pricing.
- A longer term at a market rent generally produces a stronger price than a short term at a low rent.
- You are converting an asset you control into capital plus a fixed obligation, and the obligation is real.
- Owner occupied industrial is the strongest candidate for this, which is why so many operating companies are sitting on more value than they think.
What it actually is
Your company owns its building and operates out of it. A sale leaseback sells the real estate to an investor and, at the same closing, signs a lease that keeps you in occupation as the tenant.
Nothing about the operation changes on the day. The trucks arrive at the same doors. What changes is that the equity that was locked in the building becomes cash on your balance sheet, and rent becomes a line in your operating costs.
For a lot of operating companies this is the largest single source of capital available to them, and most of them have never had it explained.
The lease is what you are selling
This is the part that surprises owners, and understanding it is the difference between a good outcome and an average one. A buyer is not primarily pricing your building. They are pricing the income stream your lease creates, and the building is the security behind it.
Four things drive that.
Term
How long you commit to stay. Longer terms are worth more to a buyer, because they are buying certainty. This is the single biggest lever you control.
Rent against market
Setting the rent above market inflates the income but a buyer discounts it, because they know what happens at renewal. Setting it below market lowers the price today. Honest market rent generally produces the best outcome and the fewest problems in diligence.
Your company's credit
The buyer is underwriting your business as the tenant. Financial statements, trading history and whether the lease is guaranteed all feed into what they will pay.
Structure and escalations
Triple net is the standard expectation, meaning you continue paying taxes, insurance and maintenance much as you do now as owner. Fixed annual escalations are normal and are priced.
Why an operating company does this
- Capital for the business. Equipment, fleet, acquisitions, hiring, or paying down expensive debt. Money in a building earns nothing for the operation.
- A partner buyout or an estate. One of the most common triggers, because real estate is the hardest asset to split between people who want different things.
- Separating two businesses. Many owners run an operating company and a property company without ever deciding to. This makes the separation explicit and gives each a value.
- Ahead of selling the company. Buyers of an operating business frequently do not want the real estate, and dealing with it separately can produce a better total outcome.
- Certainty of occupation. Counterintuitively, a long lease you wrote yourself can be more secure than owning a building you might need to sell in a hurry.
When it is the wrong move
This section exists because a page that only sells is not worth reading, and because the wrong sale leaseback is very hard to undo.
- You might need to leave. If the operation could outgrow or leave the building within a few years, you are signing a long obligation on a site you do not want. That is worse than owning it.
- You do not have a use for the capital. Releasing equity to leave it in a bank account converts a controlled asset into a fixed liability for no gain.
- The building is worth more for something else. If the site's real value is redevelopment, a sale leaseback prices it as your rent rather than as its highest and best use, and you would be selling the upside cheaply.
- Your accounts will not support it. A buyer underwrites your company. If the business cannot show it can carry the rent, the process will find that out publicly.
Phil will tell you if you are in one of those four. He will also tell you to keep the building, which is regularly the right answer.
What Phil needs to give you a real number
Bring these
- 01The propertyAddress, size, building specification, and the site including any usable yard.
- 02What term you would signThe single biggest lever on price, and the one decision only you can make.
- 03Company financialsThe buyer underwrites your business as the tenant, so this is not optional.
- 04How the building is currently heldWhether the operating company or a separate entity owns it, and who the partners are.
- 05What the capital is forIt shapes the structure, and it is the honest test of whether this is the right move at all.
Speak to your accountant and your attorney about the tax and accounting treatment before you commit. Phil sells real estate and he is not your tax adviser, and anyone who tells you otherwise is overreaching.
When Phil is the wrong call
If the property is not industrial, office, retail or medical sale leasebacks have their own specialists and their own buyer pools.
If you want advice on the tax and accounting treatment, that is your accountant's work rather than a broker's. He will run the real estate process and expect your advisers to run theirs.
The process, in order
Seven steps, in the sequence they actually happen. Most of the value is created in the first three, before the property is ever shown.
How the sale runs
- 01Decide whether you actually want to stayThe whole structure rests on this. If the operation might leave within a few years, stop here.
- 02Establish what the capital is forA sale leaseback that funds growth or a buyout makes sense. One that funds a bank balance usually does not.
- 03Get the property valued both waysAs a building and as an income stream, because the two numbers can differ and the gap is the decision.
- 04Decide the lease term you will commit toThe single biggest lever you control on price, and the one nobody can decide for you.
- 05Set the rent honestly against marketInflating it does not fool a buyer and it creates a problem at renewal that lands on you.
- 06Prepare the company financialsThe buyer underwrites your business as the tenant, so the accounts get read carefully.
- 07Run a competitive process and closeTake it to the investors active in owner occupied industrial rather than to the first party who offers.
Read next: Buy or lease, Finding space. If you are weighing this against simply moving, read buy or lease first.