Acquiring a Business with Real Estate (Where RE = 75% of Total Price)

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April 21, 2025

by a searcher from University of Toronto - Joseph L. Rotman School of Management in Durham, ON N0G 1R0, Canada

Curious how others have approached deals where the commercial real estate makes up the majority of the total purchase price. I’m evaluating an opportunity where approx. 75% of the $4.5M asking price is tied to the property. The business itself is solid, but the seller wants the land + opco sold as a package. I’m assuming the typical route would be: 1. Separate the valuations: appraise the land and business independently 2. Acquire the real estate through a HoldCo 3. Have the OpCo lease back the property from the HoldCo post-close But here’s the challenge — they want 30% of the combined price available as cash at closing (~$1.35M), regardless of how it’s structured. To make this work, I’ll need to bring in investors. My questions to this group: • At what stage do you typically involve investors? Will they consider committing based on the CIM and initial conversations, or do they generally wait until post-diligence? • Any creative ways you’ve structured deals where RE was a large part of the asset base but you didn’t want to tie up all your investor equity in land? For context, the broker has requested full profiles and NDAs from all involved investors before granting meetings with the sellers. They’ve also asked to speak with my financing bank directly. I understand the need for vetting, but it feels like a bit of a catch-22. Appreciate any thoughts from those who’ve navigated similar deals — especially where fundraising and structure were tightly linked.
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Reply by a searcher
from University of Texas at Austin in Fort Worth, TX, USA
I wouldn't shy away from reaching out to investors now. They can provide terms based on CIM and initial conversations contingent on due diligence (same as the LOI would be) or at least provide a narrow range of terms. You probably know this, but I think the ideal investor for be someone that would be interested, or at least open, to investing in the RE itself so you can structure it in a way where they end up with the commercial RE, a carved out portion that isn't necessary to the business, or they have the option to buy the property it down the road. If you are willing to sign a long-term lease on Day 1, that immediately increases the value of the property for them. In a perfect world, a separate RE investor, PropCo, buys the land (agreeing to pay a large, necessary portion via cash at close), you, OpCo, buy the company, signing a long-term lease. All parties are happy. P.S. Are you not able to finance 30% of the combined price? The "cash at close" can surely be provided by bank debt, right?
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Reply by a searcher
from University of Nevada in Henderson, NV, USA
I would do the sale lease back, combined with a seller note strategy. As for the broker, I would let him know that your financials are confidential and you do not know how you are going to structure your deal yet because you need to value the business with the financials. Even if you were going to get financing from the bank, the underwriting department would request the financials so they could provide a term sheet. In addition, speaking to the seller at this level goes into the business valuation because you need to understand the day to day operations to help determine a multiple. If they are not willing to show the business financials then I would move on because the broker hasn't worked a day in the business so he doesn't know the nuisances that are crucial to the business transition and valuation. You are looking for a motivated seller!
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