Why Institutional Capital Continues to Embrace Sale-leasebacks
Investors are increasingly drawn to mission-critical real estate with long-term leases that can withstand changing market conditions
As more corporate and private equity firms have turned to sale-leasebacks, deal volume has continued to grow compared with 10 or 20 years ago. That growth has caught the attention of institutional investors, such as J.P. Morgan Asset Management and Goldman Sachs, who may have previously viewed net lease or sale-leaseback as a niche asset class.
“I think as the market has grown, those asset managers have realized that there’s real scale to this market and a real opportunity even for the largest firms,” says Tyler Swann, co-head of North American investments at W. P. Carey.
For investors considering sale-leaseback strategies, that growing interest raises questions about how these assets hold up through market cycles and whether increased investor demand is changing pricing.
How Critical Real Estate Weathers Market Cycles
Swann explains that the sale-leaseback market has an investment track record long enough for investors to see how well assets performed during past market cycles. He also notes that the assets are usually very important to the companies operating them. As a result, even during downturns, companies need the real estate and tend to stick with it.
“If you buy highly critical real estate under well-structured leases, that asset tends to remain essential to a tenant’s business,” says Swann.
He notes that you can’t necessarily say the same for debt or equity investments, which are more heavily impacted by economic cycles. Swann adds that W. P. Carey is a long-term investor and is less impacted by short-term market downturns, given the company’s leases generally run 15 years or longer.
Rising Rates Haven’t Yet Cooled Sale-leaseback Demand
Large institutional investors entering the sale-leaseback market suggests that interest continues to grow, but Swann suggests its impact may be minimal on pricing or deal terms. “It seems at this point that every large asset manager has realized that they need a net lease platform in order to offer a full suite of investments to their clients,” says Swann.
When considering the months ahead, Swann acknowledges that continued long-term rate increases may affect future deal flow, but notes that demand from tenants and capital sources has remained strong. “The rise in rates that we’ve seen over the last six months hasn’t really had a major impact so far,” says Swann.
He points to one area where capital may be getting ahead of itself, which is the trend of very aggressive pricing for assets leased to investment-grade credits. However, he also notes that because W. P. Carey’s core focus is primarily on sub-investment-grade credits, that trend hasn’t had much of an impact on its business to date.
Overall, Swann views market pricing as fair and reasonable. And because recent rate increases haven’t had a major effect, he remains optimistic about deal flow over the next 12 months.
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The Institutionalization of Net Lease
The net lease market has become a hunting ground for investors looking for low-maintenance assets and long-term, predictable cash flows. The stability of the asset type during times of uncertainty has attracted attention from new investors – with the net lease share of all commercial real estate investment activity rising 14.7% in 2020. While it has historically not been viewed as one of the major food groups in commercial investments, this perception is changing as more capital continues to flow into the market. What's driving new capital? There are several factors that have contributed to the influx of capital in the net lease space, but the biggest factor is the appeal of long-term stability. With reliable cash flows, triple-net structures and generally longer lease terms, net lease investments are far less volatile than other assets and create predictability in a portfolio. While there was wide discrepancy across the net lease sector during COVID, generally net lease portfolios – particularly industrial and those focused on critical real estate – performed extremely well and delivered high rent collections when compared to other asset types. In addition, recent inflation fears have driven investors toward traditionally inflation-resistant asset classes like real estate, and net lease in particular has been popular in that context. What types of institutions have shown the most interest in the sector? There are several factors that have contributed to the influx of capital in the net lease space, but the biggest factor is the appeal of long-term stability. With reliable cash flows, triple-net structures and generally longer lease terms, net lease investments are far less volatile than other assets and create predictability in a portfolio. While there was wide discrepancy across the net lease sector during COVID, generally net lease portfolios – particularly industrial and those focused on critical real estate – performed extremely well and delivered high rent collections when compared to other asset types. In addition, recent inflation fears have driven investors toward traditionally inflation-resistant asset classes like real estate, and net lease in particular has been popular in that context. What does this mean for corporate sellers? Now remains a great time for corporate sellers to monetize real estate. High investor interest and limited supply is driving cap rates down and prices up, meaning sellers can maximize the value of their assets if they pursue a sale-leaseback now. Supply chain issues have highlighted the importance of industrial properties in particular, resulting in further price appreciation for industrial owners. Since there is an expectation that interest rates will rise next year in response to inflation, corporate owners should take advantage of the sellers’ market and pursue a sale-leaseback sooner rather than later to lock in today’s low rates on a long-term basis. Conclusion Although new entrants entering the net lease space are forcing cap rates down, the overall impact on the market is a net positive. Greater investor interest is also driving down cost of capital accordingly, meaning investors can still accretively do deals at lower cap rates since debt is relatively cheap. In addition, increased visibility of the net lease market lends credence to the asset class as a whole and creates more awareness for net lease and sale-leasebacks among corporate sellers – driving overall deal volume higher. From W. P. Carey’s perspective, 2021 has been a record year for deal volume and we have been able to support many companies in unlocking the value of their real estate and redeploying those proceeds into their core businesses…So bring on the competition!
Sale-leasebacks Earn a Bigger Role in Capital Strategies
Corporate operators and private equity sponsors are increasingly using sale-leasebacks in their capital strategies, whether to fund acquisitions, manage costs, or improve their balance sheet position. When companies own significant real estate, this structure provides access to the full property value without disrupting operations, says Zachary Pasanen, managing director and co-head of North American investments at W. P. Carey. "Companies often have significant capital tied up in real estate, so a sale-leaseback allows them to monetize the real estate fully, lock in a very long-term contract, and fix their rent for a sustained period of time," Pasanen says, adding that proceeds are commonly used to shore up balance sheets, fund growth initiatives, pay down expensive debt, or address near-term obligations coming due. As more companies weigh their options for unlocking the value of their real estate, the structure's appeal comes down to how well it fits broader capital goals. Private Equity Sponsors Find Value in the Multiple Gap Private equity firms have become steady users of sale-leasebacks to finance corporate acquisitions, Pasanen notes. This structure provides an opportunity to capture value from the gap between the real estate multiple and the acquisition multiple. "You can often find strong accretion by utilizing the sale-leaseback," Pasanen says. He adds that prudent CFOs and sponsors are factoring it into M&A strategies as an additional way to capitalize acquisitions. Corporate operators are also using this structure for other balance sheet purposes. For example, companies looking to pay down near-term or expensive debt may apply sale-leaseback proceeds while maintaining operational control of their facility. "The way we structure a lease gives them effectively the same controls they had when they owned the facility," Pasanen says. He explains that tenants can make alterations within reason, and they remain responsible for taxes, maintenance and insurance, much as they were before the deal closed. Pasanen also notes that W. P. Carey is a long-term capital partner to its tenants and can support their real estate needs as they evolve, with the ability to finance expansions, renovations or energy retrofits at their leased properties. Capital Flows In as Appetite Stays Strong Companies holding real estate often find the structure attractive because it helps them unlock a property's full market value. Pasanen notes that mortgage financing, by contrast, typically returns around 50 to 70 cents on the dollar. Corporate demand for sale-leasebacks is met by a market with no shortage of capital supporting it. Pasanen expects the sale-leaseback market to remain active, noting that a growing pool of investors are entering the space. For specialized facilities where tenants have invested heavily and relocation is expensive, Pasanen says investor demand remains particularly strong. This suggests the structure will remain a viable option, particularly for companies whose real estate is critical to their operations.
The Net Lease Market Finds Its Footing
Net lease investors have been on a wild ride over the last few years. The large run-up in benchmark rates beginning in 2022 created challenges around pricing expectations. However, Jason Patterson, executive director, investments at W. P. Carey, notes that despite some trade volatility and other factors, more stability in long-term rates over the past two years has helped those on both sides of a transaction find more common ground on where pricing should land. Bid-Ask Spreads Narrow as Pricing Stabilizes For much of the reset period, sellers were anchored in 2022-era valuations, while buyers priced deals on materially wider rates, and that gap has begun to narrow. “A slightly more range-bound 10-year Treasury provides some confidence on where pricing should shake out,” says Patterson. He adds that increased capital inflows to the net lease space have also further compressed bids, driving more transactions to pencil out on both sides. Where sellers once struggled to meet the market, a more stable pricing environment has made that alignment more achievable. Tighter Credit Spreads and Sale-Leasebacks Support Deal Flow Patterson explains that credit spreads broadly had been near record lows until recently, a condition that he describes as helping keep cap rates from widening significantly. Tighter spreads benefit net lease investors both in how deals are capitalized and in the cap rates at which tenants and developers expect to transact. Patterson notes that he expects to see an increase in sale-leaseback interest driven by a pickup in private equity and M&A activity. He also adds that lower short-term rates may stimulate deal flow in private equity, and a change in ownership often serves as the catalyst for a sale-leaseback arrangement. Moving forward, Patterson points to interest rate volatility and credit as two of the most important factors for net lease investors. Rate volatility, he notes, can quickly undermine returns. He also flags credit as a persistent area of focus, noting that while recent headlines have raised broader concerns, the long-term nature of net lease real estate may make those risks more muted than in other sectors. And as the market moves into a more active phase, those who keep a close eye on both will be best positioned to capitalize on what Patterson sees as a period of growing opportunity ahead.