Real Estate involved in your Acquisition

As many of you come across opportunities, there might be a real estate component involved in the deal. You may or may not have an interest in it, but you should. Many companies already have an OpCo PropCo structure in place where the same entity owns both but pays rent to the other to lower taxable income and for other purposes.

If available to purchase, you can evaluate if a sale-leaseback of the real estate would make sense simultaneously with the business acquisition to see if it can help fund the acquisition. A sale-leaseback can also be done later on post-close once the business has improved financially, as the capital could be freed up to pay down debt, fund growth, etc

Another idea is if the real estate is available for lease. Try and obtain an option to purchase at a set price or even a right of first refusal. If there's a decent spread between the purchase price you agreed to in the option and new potential value with a long-term lease in place, it could make sense to explore exercising the option and flipping it for a profit.

Remember, real estate is appraised in 3 ways - replacement cost, sales comparable and income approach. When an owner-user has their property appraised, it is treated as a vacant property and is valued based on similar properties. When you sign a lease, it can be valued based on the income approach (brokers like myself provided Opinions of Value and don't charge).

Businesses sell on multiples and real estate sells on Cap Rates. Cap Rates are simply the inverse of a multiple. For example, a 5% cap rate is a 20x multiple, a 7% Cap rate is a ~14x multiple, etc. So assuming it is in-line with market rents and other factors, you can lower your EBITDA by pulling out a new rent expense, but sell that rental income stream at a much higher multiple.

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