The Ins and Outs of Sale-leasebacks
A deep dive into the benefits, qualifications and what to look for when choosing a sale-leaseback investor
What Is a Sale-Leaseback?
In a sale-leaseback (or sale and leaseback), a company sells its commercial real estate to an investor for cash and simultaneously enters into a long-term lease with the new property owner. In doing so, the company extracts 100% of the property's value and converts an otherwise illiquid asset into working capital, while maintaining full operational control of the facility. This is a great capital tool for companies not in the business of owning real estate, as their real estate assets represent a significant cash value that could be redeployed into higher-earning segments of their business to support growth.
What Are the Benefits?
Sale-leasebacks are an attractive capital raising tool for many companies and offer an alternative to traditional bank financing. Whether a company is looking to invest in R&D, expand into a new market, fund an M&A transaction, or simply de-lever, sale-leasebacks serve as a strategic capital allocation tool to fund both internal and external growth in all market conditions.
Key Benefits Include:
- Immediate access to capital to reinvest in core business operations and growth initiatives with higher equity returns.
- 100% market value realization of otherwise illiquid assets compared to debt alternatives.
- Alternative capital source when conventional financing is unavailable or limited.
- Ability to retain operational control of real estate with no disruption to day-to-day operations.
- Potential to gain a long-term partner with the capital to fund future expansions, building renovations, energy retrofits and more.
Who Qualifies for a Sale-Leaseback?
There are several factors that determine whether a sale-leaseback is the right fit for a company. To be eligible, companies must meet the following criteria:
Own Their Real Estate
The first and most obvious criterion for qualification is that the company owns its real estate or have an option to purchase any existing leased space. Manufacturing facilities, corporate headquarters, retail locations, and other forms of real estate can be potential candidates for a sale-leaseback. Unlocking the value of these locations and redeploying that capital into higher yielding parts of the business is a key driver for companies pursuing sale-leasebacks.
Be Willing to Commit to Operating in the Space
While the term of the lease in a sale-leaseback can vary, most investors will want a commitment from a future tenant to occupy the space for a 10+ year term. Assets critical to a company’s operations are often good candidates for a sale-leaseback because a company is willing to sign a long-term lease for those locations. This makes it a more attractive investment for sale-leaseback investors as they have more security that the tenant will stay in the facility for the long term.
Have a Strong Credit Profile
Companies do not need to be investment-grade quality to pursue a sale-leaseback. However, some credit history is typically required so the sale-leaseback investor knows that the business can make rental payments over the course of the lease. Sub-investment-grade businesses are still eligible as long as they have a strong track record of revenue and cashflow from which to judge their creditworthiness; however, they may need to find an investor who has the underwriting capabilities to assess their business. Minimum revenue and profitability requirements will vary based firm to firm, so it’s best to ask about this upfront before engaging with any particular sale-leaseback partner.
Qualities to Look for in a Sale-leaseback Investor
When considering a sale-leaseback, finding the right buyer is critical in order to ensure a company is maximizing the value of their real estate. Here are some of the key qualities to look for in a sale-leaseback investor.
Experience
A knowledgeable investor can offer more flexibility and guide sellers through the process, creating customized deal structures to meet all of a company’s unique objectives and avoid potential pitfalls. Additionally, experienced investors can typically navigate all market cycles and offer certainty of close (some in as little as 30 days), ensuring the deal closes in a timeframe that works for the company and their fiscal requirements.
An All-Equity Buyer
When looking for a sale-leaseback partner, finding an all-equity buyer is important, particularly when dealing with timing constraints. All-equity buyers don't have to worry about third-party debt or financing contingencies, meaning there’s less likelihood of a re-trade in the late stages of negotiation. All-equity buyers can also typically close faster as they do not need to wait on approval from banks or lenders, providing a smoother process overall.
A Long-Term Real Estate Holder
Finding a long-term investor is vital. Sellers don’t want someone who is simply looking to flip a property for a quick profit. Instead, look for an investor who will remain a committed partner to you over the long run and one that can provide capital for future projects such as expansions, renovations, or energy retrofits.
Diverse Knowledge and Experience
Different industries, property types and locations require unique expertise to efficiently and effectively partner with sellers to structure a deal that address the needs of all parties. Working with an investor with experience in the company’s specific industry, property type and/or country ensures that all potential risks and opportunities are considered before entering into a sale-leaseback agreement. For example, if you are considering a cross-border, multi-country transaction it’s critical you look for an investor with local teams in those countries who speak the language and understand the local rules.
What is a Build-to-Suit?
When looking into a sale-leaseback, another term companies may encounter is a build-to-suit. In a build-to-suit, a company funds and manages the construction of a new facility or expansion of an existing one to meet the specifications of a prospective or existing tenant. Upon completion, the company enters into a long-term lease, similar to a sale-leaseback. For companies looking for a brand-new property, this is a great solution that requires no upfront capital.
The Main Benefits of Build-to-Suits Include:
- Development of a custom-built facility in a location of the company’s choice.
- No upfront capital required, enabling the company to preserve capital for its business.
- Ability to retain operational control of the facility post construction.
- Potential to gain a long-term partner with the capital to fund future expansions, building renovations, energy retrofits and more.
Conclusion
While sale-leasebacks may seem intimidating for companies who have never pursued one, working with an experienced and well-capitalized investor can make the process easy. When working with an investor like W. P. Carey, sellers can ensure they are working with a partner that can understand the unique requirements of their business while having the added option of closing in as little as 30 days and the added advantage of gaining a long-term partner who can support its tenants through flexibility and additional capital should they wish to pursue follow-on projects such as expansions or energy retrofits as their business and real estate needs evolve. In all market conditions, sale-leasebacks are a great financing tool to unlock otherwise illiquid capital that can be reinvested into a company’s business to support future growth.
Think a sale-leaseback is right for your company? Contact our team today!
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Lease Accounting Made Clear: IFRS vs. US GAAP for Sellers Considering a Sale-leaseback
Lease accounting has never been simple, but the arrival of ASC 842 in the US and IFRS 16 internationally has made it even more challenging. Both standards bring leases onto the balance sheet, yet they take very different approaches. If you only report under one standard, the rules are relatively straightforward. But for many European and multinational companies that report under both, the differences can create extra complexity. And for companies consider a sale-leaseback this matters – because you’re moving from being an owner (with property recorded as PP&E) to a lessee (with right-of-use assets and lease liabilities). Here’s a look at how IFRS and US GAAP diverge, and what that means in practice. One set of rules vs. two IFRS 16 uses one set of rules for all leases – they’re recorded on the balance sheet as a right-of-use asset and a lease liability, and expenses ares split between interest and amortization. Under US GAAP (ASC 842), all leases also go on the balance sheet the same way, but the difference shows up on the income statement. Finance leases follow the IFRS approach (interest and amortization), while operating leases are recorded as a single, straight-line rent expense. Importantly, classification under US GAAP depends on the terms of the lease contract (e.g. does ownership transfer, does the lessee have a bargain purchase option, does the term cover most of the asset’s usable life, and does the present value of the lease payments equal or exceed substantially all of the fair value of the asset). How changing lease payments are handled Another key difference is how variable lease payments are treated. Under IFRS, if lease payments go up or down because they are tied to something like inflation (i.e. CPI), the lease liability on the balance sheet (essentially what a company still owes for future lease payments) is updated to reflect that change. Under US GAAP, however, the balance sheet stays the same and the changes flow through to the income statement as expenses as they occur. Short-term exceptions Both frameworks make an exception for very short-term leases (under 12 months), allowing them off the balance sheet. Why It Matters These differences affect how your financials look, how ratios move and how investors view your business. For companies that have to report under both standards, it’s especially important to understand the nuances. For companies doing a sale-leaseback, the accounting may differ, but the underlying economics don’t. What changes is how the results are presented. That’s why it’s important to work with an experienced, international partner like W. P. Carey who can understand your goals and help you navigate both frameworks Want to dive deeper? Check out our full breakdown of IFRS vs. US GAAP lease accounting. This article is for informational purposes only and should not be considered accounting advice. Please consult your own advisor regarding your specific situation.
Commercial Lease Types Explained: Find the Best Lease for Your Business
People who are relatively new to leasing commercial real estate often mistakenly think it is similar to a residential lease on a house or apartment. In fact, commercial leases are quite different and often much more complicated. There are different commercial real estate lease types, each of which suits the needs of different businesses and landlords. It's vital to understand what kind of lease you are being offered for your commercial property so you can ensure it’s the right lease for your business. Here are the various lease types and how they work. Gross Lease A gross lease is one where you pay a flat rental fee that includes everything. This means taxes, insurance, utilities and maintenance costs are all included in the lease. You might compare this with the rare residential lease that includes utilities and possibly cable. Gross leases work well if you are renting office space or retail space in a mall. The lease is calculated to include your share of all of the common operating costs of the space. In other words, your rent will include a prorated share of real estate tax, utilities, building insurance and janitorial costs. This allows landlords to avoid having to meter individual spaces. Gross leases are typically calculated by analysis or past data, but you can often negotiate specific terms of the lease. For example, the standard lease on an office building might include your share of janitorial services in common areas and other common area maintenance, but it can be to your benefit to negotiate a lease that also includes janitorial services inside the office. This saves money because you are paying for extra time from a company that is already coming in vs. hiring a new company altogether. Modified Gross Lease This is a lease where you might have negotiated not to pay for certain things, such as electric utility. This is also very common for commercial spaces with multiple tenants. Full-Service Lease This is a lease where you only have to worry about your rent. Everything else is handled by the landlord. This is often a lot more expensive than other lease types, but it can be easier to budget as you don't have to worry about, for example, seasonal increases in utility bills. It is also called a service gross lease. Choosing a gross lease may seem like the simpler option, but you will pay a bigger rent check every month compared to other lease types. You also need to trust that the landlord will keep up their end of the bargain and ensure that everything is paid for, and maintenance gets done when needed. Net Lease A net lease, on the other hand, is one which works from the base assumption that the tenant will be taking on responsibility for some or all of the costs of running and maintaining the building. This is more common with single-tenant buildings such as warehouses or restaurants, although can be executed in multi-tenant buildings as well. A pure net lease makes you responsible for all the costs related to a property. The rent is thus lower, and although you are responsible for other costs you can typically keep operating costs down by exploring sustainable retrofit projects like a solar panel installation if your facility does not already have. One advantage beyond the benefit of a lower base rent of a net lease is that you often have more control over the property and thereby maintain a sense of ownership. You can, for example, freely choose your own utility providers and maintenance workers instead of being stuck with the landlord's preferred vendor. While your operating costs may be less predictable compared to a gross lease, net leases tend to be long-term in nature so the uncertainty of operating costs is offset by the predictability in rental fees. Here are the three major types of net leases: Single-Net Lease: In a single-net lease, the tenant pays property tax and other taxes and rent while the landlord covers everything else. Also called an N lease. Double-Net Lease: In a double-net lease, the tenant pays taxes, rent and property insurance while the landlord covers everything else. Also called an NN lease. Triple-Net Lease: In a triple-net lease, the tenant pays all costs related to property management including taxes, rent, property insurance, maintenance and other costs. Also called an NNN lease. This is the most common type of net lease. Percentage Lease A percentage lease is a lease where instead of paying a fixed rent, you pay your landlord a percentage of your sales. This includes a certain amount of base rent, and also a negotiated break-even point, which might be a fixed amount or the base rent divided by the agreed percentage. Percentage leases can sometimes be beneficial to both parties for retail space, especially in a mall or shopping center. The terms can be net or gross, with the amount of the base rent set according to what the landlord is responsible for in terms of operating costs. Operating versus Capital Lease Most commercial real estate leases are operating leases, meaning you do not get ownership of the property after the lease is done. In many cases you will be able to renew and renegotiate the lease. With a capital lease, the property is treated as a purchase for accounting purposes, and you may gain ownership at the end of the lease. Capital leases have fairly strict requirements and are relatively rare in commercial real estate. They are similar to finance leases, where you automatically gain ownership at the end of the lease term. Ground Lease A ground lease is when you own the building, but another party owns the land it is located on. 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Carey is that we are a long-term holder of real estate and do not look to flip our assets. We have a vested interest in maintaining the quality of our portfolio and pride ourselves in serving as a partner to our tenants should you have additional real estate or capital needs past the point of initial sale. That said, with over 50 years of experience providing customized solutions to our sellers, W. P. Carey can work with you on a lease type that is best for you and your business. Want to learn more? Contact & start the conversation with W. P. Carey today!
What to Expect When Selling to W. P. Carey
W. P. Carey is a leading global real estate investment company, specializing in the acquisition of operationally critical, single-tenant properties in Europe and North America. With over 50 years of experience and a portfolio of over a thousand properties in 25 countries, W. P. Carey has an established track record of enabling companies to unlock the value of their real estate. We develop creative deal structures tailored to the unique needs of each seller and have the ability to structure complex, multi-asset, multi-jurisdictional deals. Whether you are interested in a sale-leaseback, build-to-suit or the sale of an existing net-leased property, we will work with you to understand your objectives and maximize the proceeds to reinvest in your business. We pride ourselves on a fast and efficient deal process, completed at a pace that meets the seller’s timing requirements. With the ability to close all equity and in as little as 30 days, W. P. Carey welcomes the opportunity to work with you. 1. Origination W. P. Carey works with the seller and its advisors to shape the scope of the transaction. During this initial phase, W. P. Carey seeks to understand your business needs and real estate portfolio and offers suggestions on the optimal structure based on your unique situation and goals. 2. Offer Using the insights gathered during the origination process, W. P. Carey presents a custom letter of intent outlining the key framework of the proposed transaction. We work together to refine the terms until both parties are in agreement. 3. Approval Following signature of the letter of intent, W. P. Carey presents the transaction to its investment committee and completes its underwriting process. The preparation and negotiation of the transaction documents takes place seamlessly in parallel. 4. Closing All documents are signed and funds are transferred to the seller. As an all-equity buyer, W. P. Carey does not need to obtain mortgage financing to fund its acquisition, providing fast execution and high closing certainty. Interested in selling your real estate to W. P. Carey? Contact us