written by
Rob Kerr
Sale-Leaseback Overview

In commercial real estate sale-leaseback transactions, a property owner sells real estate used in their business to an unrelated private/institutional investor or other third party.  At the time of the sale, the property is leased back to the seller for a mutually agreed upon time period. It is generally structured as a 10 to 30-year triple net lease and often includes renewal options.  If executed successfully, a sale-leaseback will be mutually beneficial to both the seller/lessee and buyer/lessor.  All parties must give careful consideration to the business, tax advantages and disadvantages associated with this type of arrangement.

Seller Advantages
  • Improves bottom line —company can focus on their core operational business resulting in potential increased returns, productivity and efficiencies.
  • Seller receives 100% of property value (subject to possible capital gains tax) versus conventional financing or re-financing options with likely more favorable terms and without the associated fees and possible covenants.
  • Reallocation of capital/reinvestment of sale proceeds.
    • Funds available for dividends, re-purchase of stock, debt payments or financing of mergers and acquisitions.
    • Conversion of non-earning assets into investment capital provides flexibility and often results in potential higher return on capital/profitability.
  • Improves balance sheet and credit standing – eliminates asset book value and liability and replaces with cash resulting in improved financial ratios.
  • Position the company to take advantage of beneficial tax treatments.
    • Lease payments versus depreciation/interest deductions which may have inherent limitations, especially over time.
    • Timing of gain and loss recognition including the ability to offset expiring net operating losses.
  • Typically, a higher sales price is achieved in this type of transaction unlocking the property’s appreciated value while owner/user maintains occupancy.
  • Can act as a deterrent to corporate takeovers.
Seller Disadvantages
  • Loss of residual property value.
  • Possible relocation at the end of the lease term.
  • Potential for some loss of flexibility.
  • High rental payments if market softens.
Final Thoughts

Sale-leaseback may be an excellent way for a company to continue uninterrupted use of the property while retaining certain control over the real estate that is important to its operations for the foreseeable future. It also enables the company to free up debt and equity capital to achieve some of the various advantages listed above. Generally, the possible seller advantages outweigh the potential disadvantages. While there are certain marketing and legal restraints, with the right advisers the transaction can be carried out, the value is maximized, and the company’s operational interest are adequately protected during the term of the lease.

Rob Kerr is a Senior Director at Intersection, offering expertise in both property acquisition and disposition as well as investment sales, including NNN, retail, industrial, and multi-family. Contact Rob at 619-369-2400 or [email protected]

written by
Rocco Cortese

There is a mystical element to the concept of a Family Office. Seen, but not heard. Looked for, but not found.  In the past few years the Family Office has become a commonly used term when it comes to raising capital. Someone you know has relationships, is targeting, or working with a large Family Office, or a group of them. When I first heard the term, I thought to myself “This is a group of investors we have to get connected with. We built our company by delivering informed strategy and highly personalized service to private investors and owners of commercial real estate. They are the ideal client profile!” So, we embarked upon a journey to build a set of relationships with high quality, high net worth family offices who were looking to get more out of commercial real estate. We soon realized that it wasn’t going to be easy.

We started our research where any astute business person would; we googled it, “Family Office Investing” and up came the results. Pages and pages of lists, referral sources, strategies and conferences that would give us access to the names, locations and in some cases investment strategies for all shapes and sizes of family offices.  We didn’t feel like buying a list of names for $4,000 was the best value proposition so we attended conferences where we might connect with a few of them (there are many to choose from). I can tell you from personal experience, few if any of these family offices or their representatives want to be solicited at a conference. Unless you have a direct referral into them, or a preexisting relationship, connecting was not easy. Soliciting really isn’t our style anyway, so we were left in a bit of a lurch as to next steps.

With little success in making connections to new family office relationships, we paused and took a long look at our own company. We needed to get a better idea of who we were and whether or not we were a fitting partner for family offices. We were just getting started with a branding project and part of that project was to interview our current clients in order to better understand their expectations of us. The process resulted in a new name, look and set of internal values that really spoke to who we were.

A significant part of the branding project was research. We interviewed internal stakeholders and fifteen clients across all categories of the service platform. These interviews gave us incredibly valuable insight as to what our clients liked and disliked about the various services we provided for them. It was then that we realized we were going about the idea of building our client base with family offices the wrong way. We knew we could do good work for them, and we knew we wanted to grow relationships with like-minded investors.  However, we didn’t understand that the value our company offered them wasn’t as important to them as our values. By clarifying our values, we took the first and most important step in building a platform that would put us in a position to broaden the set of investors for whom we worked. Today, many of them are family offices and the way we have done it has been an enlightening and fun journey.

There are many kinds of family offices and they need trusted partners with whom they can invest. We recognized this because when we analyzed our current list of clients, we found that a couple of them had portfolios with significant value. They trusted us to manage and lease multiple properties worth millions! They were our best clients and they were actually running a micro-family office.

A micro family office is characterized by the volume under management being much smaller than the normal minimum threshold to set up a family office. We were working for two micro-family offices but just didn’t think about them that way. In fact, and this is often the case with micro family offices, they did not view themselves to be in this category of family offices at all. We had built deep relationships with these clients over the years and had a successful track record of performance for them. Understanding their bigger picture objectives-legacy, transference of wealth, charity, and many other dynamics of their family office helped us put together a road map for future family office clients.

Single family and multi-family offices generally operate on a much higher scale than the micro-family office. Here is the distinction:  The single-family office only serves one single family and does not accept external management mandates. The multi-family office services more than one family and may offer a more generic solution to their clients. In fact, many of the family offices that would seek out a multi-family office partner to support them are so large that they operate much like an institution.

Remember a little earlier when I mentioned values?  An integral aspect of our branding project was establishing core values. In our company, they are Wisdom, Equality, Determination, Ingenuity, Stewardship and Collaboration. These values speak to the internal qualities that govern our conduct, and external qualities that support our clients. With that clarity, our entire organization has circled around a path that is destined to enhance the lives of those we serve. Our brand promise, “vision and guidance to help you get more out of commercial real estate”, similarly supplied us with critical direction. By defining who we were internally and how we had helped our clients over the years, we developed the correct ethos with which to engage this mystical entity called the family office.

The reality that we were already working with micro family offices helped us be more intuitive as we serviced them. Some still don’t think of themselves in the micro family office category, but they are. Our relationship with our micro-family offices blossomed with the start of our first fund. It gave us the opportunity to put our own money into investments alongside of them and elevate the trust they have in us. Fortunately, they told a few friends about what we were doing, and we built relationships with a few new families.

Today, we have grown into the proud manager of commercial real estate for six family offices that vary in size. The smallest of those is a $30M family and the largest is a family worth hundreds of millions. We learned that the key to building those relationships was creating a matching set of values, and a service profile that matched as well. That took us to new product offerings and to new relationships that allow us to do what we do best. The mystical element didn’t really exist at all…we were already doing work for them and just needed to define the alignment that had made us successful partners over the years.

written by
Grant Thiem

Do you know that feeling when you have to rush to the mall because you forgot to buy your partner a gift and it’s the eve (or eves) of? Panic rushes over you and you think ‘Oh my goodness what am I going to get?! Why did I ever wait this long?! Is there going to be anything left on the shelf?!’ That is exactly what you want to avoid… the thought of, ‘well it’s going to have to be good enough because it’s the best I can do at this point’.

Let’s go back 180 days to when you closed escrow on your income property. Some broker had told you of a way that you could avoid capital gains tax by buying another property? That’s where the first common misconception needs to be cleared. A 1031 exchange is a tax deferred exchange. Meaning that when you sell your income property, instead of paying capital gains tax on that sale, you can exchange and all your prior equity and gained income for a ‘like-kind’ property. It’s not that the taxation goes away, but instead you kick the can further down the road to when you sell your new 1031 property.

So back to the timeline. You sell your property and closed escrow, but instead of collecting your money, you had to have found a Qualified Intermediary (QI) who holds your capital in a separate account so that you CANNOT access it. The second you touch those funds, is the second you are taxed on them. So, make sure you pick a company who is well recognized, because it never really feels good when someone else is holding your wallet. There are plenty out there and even some title companies have their own intermediaries so do don’t be afraid to do some research and look for someone with experience, Intersection’s team of experienced commercial real estate advisors are happy to help!

After your property closes escrow, you have 45 days to identify three like kind properties. Those properties must be at a cost high enough where it replaces the entire equity amount and your gains- because hopefully you made money on your sale, right? If that list includes a price of a new property that only partially accounts for the new equity amount, then that’s okay! But make sure another property on that list covers the rest- and be sure with the partial equity amount you still qualify for a loan for both properties, if needed. Otherwise known as spreading yourself too thin. Don’t do that!

This is where the panic might begin. This is crunch time. If you do not identify three possible new properties to purchase in 45 days, then your money will be returned to you and you will be taxed on it. Done. The End. You identifying properties does not mean you climbed a mountain and shouted from the top the three new addresses. What it means is that you spoke to your QI, filled out the proper IRC Section 1031 Exchange form and it was all filed by the 45th day after the sale of your property.

The reason as to why this is where the panic happens is because if not played correctly, the three properties can fall through, and you might have to identify something that you might not have originally wanted! Maybe it didn’t have as high of a return as you were looking for, maybe it is outdated and needs repairs, who knows?! The fact of the matter is; don’t wait until the last minute, when the shelves are bare! You don’t ever want to settle, right?! That said, this is where the hunt for an exchange property should have already been in place.

There are many routes to take to make sure you don’t settle for less than you deserve. What we find to be best is; before your escrow closes, you are already under contract to acquire a replacement property. You heard me right! The ideal time to start would be before the buyer of your property is under contract. That is how far along the process you should ideally be. It takes a little extra time and planning up-front, but trust us when we say, it’s well worth it, to not have to panic as your deadline closes in.

It might seem like a complicated process, but it’s only as complicated as you make it. You have deadline’s you must keep, but get your shopping done early and avoid that panic. It’s never worth the stress, or the risk of having to settle.

written by
Rocco Cortese

In 2012, the JOBS (Jumpstart Our Business Start Ups) act was passed by Congress, thereby opening the door to general solicitation for private securities offerings in commercial real estate. At the time, many of us who raise capital for our own commercial real estate investments felt somewhat euphoric at the possibilities. The ability to market private securities offerings was going to open a flood gate of capital into privately held real estate assets. Fast forward to 2018, and the results have not quite been what we had hoped or expected.

Over the past 6 years, we have raised capital for our investments from friends, family, trusts and family offices. The process is inefficient. However, we have been able to raise approximately $20 million dollars of equity with this approach. We were relatively happy with this amount and expected the JOBS Act to enhance our efforts. However, as we became aware of the lack of regulatory direction, the high expense, and lack of affirmative capital commitment from crowd funding sources, we became less enthralled with the concept.

What has been so disappointing about the JOBS Act? From a sponsor’s perspective, it has been the lack of real reliable equity delivery from crowd funding capital raising platforms. In fact, we have watched many startups with a focus on capital generation through on-line sourcing or “crowd funding”, fail. Others are foundering or failing. Fees, transparency, and lack of internal resources to support due diligence have been issues as well.

One issue that we believe has impeded the amount of capital raised through online marketing is the lack of an advisory element for investors. Historically, brokers and/or financial advisors have worked with investors in evaluating real estate investments. Since crowd funding does not typically involve an advisor, it is difficult for investors to evaluate sponsors and their proposed real estate investments. Track record is of course very important to evaluating the sponsor. However, other things like fee structures, investment strategy and risk profile of the investor, are critical to the efficacy of raising money on line. Without an advisor, the leap of faith that investors take is even greater. This has made adoption of these platforms even more difficult. Raising capital for real estate investments is simply not an on-line game…yet.

Momentum is picking up. Over the past few years Congress has refined the JOBS Act fully approving all its provisions in May of 2016. With a clear idea of the regulatory environment surrounding Crowd Funding, capital flows should start to see some traction. According to Kickstarterforum.org, global commercial real estate equity crowd funding is expected to total $8.2B in 2018. This is up from $400M in 2013, and $3.5B in 2016. Given that the global real estate equity markets in 2016 were $217 trillion ($8.2 trillion in the US), there is still a lot of room for growth. The future should be brighter as millennials start to earn higher wages and begin looking to technology to make investments into commercial real estate.

Despite continued growth, the elephant in the room for Crowd Funding commercial real estate is still liquidity. Investors will typically lock their capital up into these investments for anywhere from 3 to 10 years.

This is a fundamental challenge for capital flows into commercial real estate. Investors like to know that they have access to their capital if they need it. Sponsors, on the other hand, don’t want to spend what it takes to create a truly liquid investment platform (aka traded Real Estate Investment Trust) because of the high cost. Enter the next new thing, Crypto Currency.

How can Crypto Currency impact investments into real estate? Efficiency and cost effectiveness. The potential efficiency of tokenizing real estate is hard to describe in just one post. Utilizing tokens capitalize commercial real is dependent upon having the appropriate protocols in place to ensure that compliance with securities laws are met. Currently, there are a few technology companies who may have figured out how to do this out globally. If they are successful, raising capital into private investments through secure tokens is just around the corner and will open capital flow for sponsors with limited up front expense.

Another aspect of Crypto Currency’s potential influence upon capital flows into real estate is liquidity. Ostensibly, you can own a coin that is a $100,000 interest in the Empire State Building. If you want to sell it, and Mary from Florida wants to buy it, so long as the protocols are met (done with a simple Crypto transaction known as a smart contract), you can sell it for whatever price she is willing to pay. The result is a highly efficient trade mechanism for single or multiple real estate assets. This is something that has never been done before in the private real estate investment space and we find it compelling.

Are you a believer in Crypto Currencies? If not, then you might not be thinking generations ahead. One of my good friends who is a communications professor at Pepperdine recently shared a story with me that I think is germane: Her students filled out a survey relative to how important technology was to them in their lives. Almost every student in the class agreed that they just wanted to find a way to go through the day with as little personal interaction as possible. They wanted to order their food, text or Snapchat their friends, figure out their homework, do their banking, etc., without having to directly address humans in any of these tasks. Without commenting on this socially (and I could go on), the message is clear. The next generation of investors in commercial real estate are going to need more than we are currently offering them. They are going to need more access to better investments, greater transparency from sponsors, increased access to easily understood due diligence, and liquidity.

In over 31 years, I haven’t seen a solution for creating this kind of fluid capital flow. However, if you believe that technology can serve every corner of the economy, then commercial real estate can and should be served as well. More importantly, whether it is Crypto or Crowd Funding that ultimately take hold, the next generation of investors (our kids and grand-kids), will be looking to technology to make these investments simple and efficient. This could, and we expect it will, create the kinds of capital inflows we were excited about back in 2010.

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