Treatment of RE purchase in issuing common

April 29, 2025
by a searcher from University of Virginia in Nashville, TN, USA
If roughly 25% of the total purchase price is allocated to real estate, and I'm raising equity to fund the full project (OpCo + RE), should the common share count issued to investors be based on the total project size (including real estate) or just on the value of the operating company?
My understanding is that common share counts are typically based only on the OpCo valuation, even if the equity also helps fund the real estate. Is that standard practice?
Also, in a situation where the real estate appraises higher than expected (and the seller pushes to allocate more of the purchase price toward RE), the OpCo valuation would shrink. If the equity raise stays the same, would that mean I'd effectively be giving up a larger percentage of the OpCo to investors? Would love to hear how others have handled this. Any resources on this would be helpful.