12 Concepts We Can Learn About Pulling Cash From Real Estate Assets From How2Exit's Interview W/ Chelsea Mandel

12 Concepts We Can Learn About Pulling Cash From Real Estate Assets From How2Exit's Interview W/ Chelsea Mandel - Watch Here

Here is what my team and I learned from this interview: (These are notes from team members, writers, sometimes AI, and even listeners who submitted what I learned loosely edited and shared here) - If it seems a bit unrefined, you're reading our notes, so. Yeah. -Ron

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Concept 1: Real Estate And Mergers/Acquisitions Synergy

Real estate plays a crucial role in the world of mergers and acquisitions (M&A). It provides a unique opportunity for businesses to leverage their real estate assets to enhance their financial position and facilitate the M&A process. One specific real estate strategy that has gained popularity in recent years is the sale-leaseback arrangement.

A sale-leaseback is a transaction where a business sells its owned real estate to a third party and then leases it back for a specified period. This arrangement allows the business to unlock the value of its real estate assets while maintaining operational control of the property. The funds generated from the sale can be used to finance the M&A transaction, invest in growth opportunities, or pay down debt.

In the podcast, Chelsea Mandel, the founder of Ascension Advisory, discusses her experience in the real estate and M&A space, particularly in sale-leasebacks. She highlights the benefits of this strategy, such as providing liquidity, improving financial flexibility, and reducing risk for businesses involved in M&A activities.

Sale-leasebacks offer several advantages for businesses engaged in mergers and acquisitions. Firstly, they provide immediate access to capital. By selling their real estate assets, businesses can quickly generate cash flow, which can be used to fund the acquisition or expansion of the company. This liquidity can be crucial in fast-paced M&A transactions where timing is of the essence.

Secondly, sale-leasebacks enhance financial flexibility. By converting real estate assets into liquid capital, businesses can redirect their financial resources toward core operations, research and development, or other strategic initiatives. This flexibility allows companies to adapt to changing market conditions and seize growth opportunities.

Furthermore, sale-leasebacks can help reduce risk for businesses involved in M&A activities. Owning real estate can be a significant financial burden, especially for companies looking to grow or consolidate their operations. By selling the real estate and leasing it back, businesses can transfer property-related risks, such as maintenance, taxes, and depreciation, to the new owner. This risk transfer allows companies to focus on their core competencies and allocate resources more efficiently.

Real estate assets also add value to M&A transactions by providing collateral for financing. Lenders often consider real estate as valuable collateral, which can help secure favorable financing terms for the acquiring company. This added security can enhance the overall financial structure of the deal and increase the chances of its success.

In conclusion, real estate and mergers/acquisitions can create a synergistic relationship. Sale-leasebacks, in particular, offer businesses a strategic tool to unlock the value of their real estate assets, improve financial flexibility, and reduce risk. This real estate strategy can play a vital role in facilitating M&A transactions by providing liquidity, enhancing financial structure, and adding value to the overall deal. As companies continue to explore growth opportunities through mergers and acquisitions, leveraging real estate assets through sale-leasebacks will likely remain a prominent strategy in the future.

Concept 2: Sale-leasebacks Create Value

Sale-leasebacks are a real estate strategy that can create significant value for businesses. This strategy involves a business, private equity owner, or sponsor selling its company-owned real estate that is considered mission-critical to its operations. In exchange for selling the property, the business enters into a long-term lease agreement, becoming a tenant rather than an owner.

The primary benefit of a sale-leaseback is the large cash proceeds that the business receives upfront. This infusion of capital allows the business to have higher and better use for its funds than being tied up in property. By selling a non-core asset at a higher multiple than the broader business would trade, the business can see equity value creation.

One of the reasons why sale-leasebacks can result in a higher valuation is the creditworthiness of the operating business. The financials, sponsorship, balance sheet, and leverage profile of the business are important factors in determining the value of the sale-leaseback. Additionally, the mission-critical nature of the property to the operations of the company plays a significant role in creating value. If the property cannot be easily replicated or has unique features that are essential to the business, the value of the property increases.

Contrary to a common myth, even businesses where real estate is critical to the operation can benefit from a sale-leaseback. In fact, these businesses can be the best candidates for this strategy. By entering into a long-term lease, the business demonstrates its commitment to staying in the location indefinitely. Investors in sale-leasebacks are willing to pay more for the property because they have confidence in the certainty of the long-term lease and the business's inability to leave. This confidence allows the business to negotiate a lease that provides the same level of control and operational flexibility as ownership.

From a business owner's standpoint, a sale-leaseback allows them to retain control and flexibility while unlocking the value of their real estate assets. The proceeds from the sale can be reinvested into the business, creating additional value and carrying a return on investment. By structuring the lease properly with the help of an advisor, businesses can ensure that they are maximizing the benefits of the sale-leaseback.

Concept 3: Sale-leaseback Benefits Acquisition Entrepreneurs

Sale-leaseback transactions can be particularly beneficial for acquisition entrepreneurs. These entrepreneurs are individuals who buy businesses with the intention of improving them and selling them for a profit within a few years. They typically operate in the small to medium business range, below the radar of private equity firms.

One of the key advantages of a sale-leaseback for acquisition entrepreneurs is the ability to unlock the value of real estate assets without tying up capital. By selling the property and leasing it back from the new owner, entrepreneurs can free up funds that can be reinvested into the business. This capital can be used to make improvements, expand operations, or pursue other growth opportunities. By accessing this additional capital, acquisition entrepreneurs can accelerate their business turnaround and increase the potential for a higher sale price in the future.

Additionally, sale-leasebacks can provide acquisition entrepreneurs with increased financial flexibility. By separating the ownership of the property from the business, entrepreneurs can focus on their core operations without the burden of property management responsibilities. This allows them to allocate resources and attention toward improving the business and maximizing its profitability. The lease payments can be structured to align with the cash flow of the business, providing entrepreneurs with predictable and manageable expenses.

Furthermore, sale-leasebacks can help acquisition entrepreneurs attract potential buyers when they decide to sell the business. By already having a long-term lease agreement in place, entrepreneurs can offer a stable and reliable income stream to potential buyers. This can increase the attractiveness of the business and potentially result in a higher sale price. Additionally, structuring the lease agreement with flexible terms, such as change of control provisions and operational flexibility, can further enhance the sellability of the business.

It is important to note that the success of a sale-leaseback for acquisition entrepreneurs depends on careful negotiation and structuring of the lease agreement. Factors such as rent levels, escalators, and market conditions must be taken into consideration to ensure the lease is favorable and aligns with the business's financial goals. Working with experienced professionals who specialize in sale-leasebacks can help entrepreneurs navigate the process and maximize the benefits.

In conclusion, sale-leasebacks offer significant benefits for acquisition entrepreneurs. These transactions allow entrepreneurs to unlock the value of their real estate assets, improve financial flexibility, and attract potential buyers when they decide to sell the business. By leveraging the power of sale-leasebacks, acquisition entrepreneurs can accelerate their business growth and increase their chances of achieving a profitable exit in the future.

Concept 4: Sale-leasebacks For Businesses

Sale-leasebacks are a financial strategy in which a business owner sells their property and then leases it back from the new owner. This arrangement allows the business owner to free up capital tied to the property while still maintaining operational control of the space. In a sale-leaseback, the business owner becomes the tenant and pays rent to the new owner.

One of the primary benefits of a sale-leaseback is the ability for business owners to unlock the value of their real estate assets. Many businesses own valuable properties that can be used as collateral or sold to generate capital. By selling the property and leasing it back, business owners can access the equity in their property without losing the ability to use the space for their operations.

Sale-leasebacks also provide businesses with improved financial flexibility. By converting their real estate assets into cash, businesses can use the funds for various purposes such as expansion, debt repayment, or investment in new technologies. This flexibility allows businesses to adapt to changing market conditions and seize growth opportunities.

Another advantage of sale-leasebacks is the potential to attract potential buyers when the business owner decides to sell the business. By separating the property ownership from the business operations, the business becomes more attractive to potential buyers. Prospective buyers can focus on the business's profitability and growth potential without being burdened by the ownership of the property. This can lead to a smoother and more attractive sale process.

Sale-leasebacks are particularly popular in North America and Europe, with the United States, Canada, Mexico, the United Kingdom, and Europe being the primary markets. However, there is also a sale-leaseback market in Australia that has yet to be fully tapped into.

In terms of criteria for sale-leasebacks, the property should be a single tenant, meaning it is occupied by a single business that considers the property mission-critical to its operations. This ensures that the sale-leaseback investor only needs to underwrite one credit and balance sheet, simplifying the process. The asset class can vary, ranging from restaurants and healthcare facilities to industrial facilities and warehouses, as long as the property is operationally critical to the business.

Financial requirements for sale-leasebacks typically include looking at the operating company's financials, although they do not need to be audited or reviewed by a CPA. QuickBooks files, Excel files, or PDF financial statements are usually sufficient. Additionally, a pro forma cap stack and balance sheet may be required for simultaneous merger and acquisition deals.

Concept 5: Sales Leaseback Benefits Real Estate

Sales leaseback is a real estate strategy that has been utilized by big companies for a long time, but it is now gaining popularity among acquisition entrepreneurs. This strategy involves selling a property and then leasing it back from the buyer. This allows entrepreneurs to unlock the value of their real estate assets while still maintaining operational control of the property.

One of the main benefits of a sales leaseback is the ability to free up capital. By selling the property and leasing it back, entrepreneurs can access the equity tied up in the real estate. This capital can then be reinvested into the business to fund growth initiatives, pay off debt, or invest in other opportunities. This improved financial flexibility can be a game-changer for entrepreneurs looking to expand their operations or take advantage of new market opportunities.

Another advantage of a sales leaseback is the potential to attract potential buyers when the entrepreneur decides to sell the business. By separating the real estate from the business, entrepreneurs can position their company as an attractive investment opportunity. Potential buyers may be more interested in acquiring a business that does not come with the burden of owning and managing real estate. This can increase the pool of potential buyers and potentially lead to a higher sale price.

Additionally, a sales leaseback can provide entrepreneurs with more control over their business operations. By leasing the property back from the buyer, entrepreneurs can continue to operate their business without the responsibilities and costs associated with property ownership. This allows entrepreneurs to focus on what they do best – running and growing their business – while leaving the real estate management to the buyer.

Concept 6: Sale-Leaseback Offers Multiple Benefits

Sale-leasebacks are a financial strategy that offers multiple benefits for businesses, particularly acquisition entrepreneurs. This podcast highlights the importance of understanding exit options and structuring long-term leases in these deals. By utilizing sale-leasebacks, entrepreneurs can unlock the value of their real estate assets, improve financial flexibility, and attract potential buyers when they decide to sell the business.

One of the primary advantages of a sale-leaseback is the ability to unlock the value of real estate assets. Many businesses, especially those in the manufacturing industry, own valuable properties that can be used to generate additional capital. By selling the property to a real estate investor and leasing it back, entrepreneurs can access a significant amount of cash that can be reinvested into the business. This influx of capital can be used for various purposes, such as expanding operations, purchasing equipment, or hiring additional staff. The sale-leaseback provides entrepreneurs with the financial resources they need to drive business growth and take advantage of new opportunities.

Financial flexibility is another key benefit of sale-leasebacks. By converting real estate assets into liquid capital, entrepreneurs can improve their cash flow and financial stability. This increased flexibility allows businesses to navigate economic downturns, invest in innovation, and adapt to changing market conditions. Instead of being tied up in property ownership, entrepreneurs can use the funds from the sale-leaseback to strategically allocate resources and drive business success.

Furthermore, sale-leasebacks can be instrumental in attracting potential buyers when entrepreneurs decide to sell the business. By separating the real estate from the business operations, entrepreneurs can present a more attractive package to potential buyers. This separation allows buyers to focus solely on the business itself, without the burden of property ownership. Additionally, the long-term lease agreements associated with sale-leasebacks provide stability and assurance to potential buyers, increasing their confidence in the investment. This can ultimately lead to a higher valuation and a more profitable exit for the entrepreneur.

It is important to note that sale-leasebacks are not limited to distressed businesses in need of liquidity. This misconception often prevents entrepreneurs from considering this financial strategy as a viable option. In reality, sale-leasebacks can be used for various purposes, such as funding equipment purchases or professionalizing management teams. The cash obtained from the sale-leaseback can be used at the discretion of the business owner, providing them with the flexibility to address their specific needs and goals.

Concept 7: Renting Can Be Advantageous

Renting can be advantageous for entrepreneurs, especially when it comes to sale-leasebacks. A sale-leaseback is a transaction where a business owner sells their property and then leases it back from the new owner. This arrangement allows the entrepreneur to unlock the value of their real estate assets while still maintaining control and use of the property.

One advantage of renting through a sale-leaseback is the ability to access cash. By selling their property, entrepreneurs can receive a lump sum of cash that can be used to reinvest in their business or pursue other opportunities. This influx of capital can be particularly beneficial for entrepreneurs who are looking to expand or acquire new businesses.

Furthermore, renting can provide financial flexibility. Owning a property comes with various costs and responsibilities, such as property taxes, maintenance, and repairs. By renting through a sale-leaseback, entrepreneurs can transfer these responsibilities to the new owner. This allows them to focus on their core business operations without the added burden of property management.

Renting also offers tax advantages. As mentioned in the podcast, rent is a deductible expense. This means that entrepreneurs can write off their rent payments as a business expense, reducing their taxable income. This can result in significant tax savings, especially for entrepreneurs who are in a high tax bracket.

Another advantage of renting is the potential for property appreciation. While some may argue that owning property is a better investment because it can appreciate in value, this is not always the case. As mentioned in the podcast, certain locations, such as manufacturing facilities in remote areas, may not appreciate significantly over time. In such cases, it may be more beneficial to take advantage of the tax deductions and financial flexibility offered by renting through a sale-leaseback.

Additionally, renting can provide a clean exit for entrepreneurs. When selling a business, some entrepreneurs may choose to retain the real estate and lease it to the new owner. However, this can lead to complications and awkward situations, as the previous owner may still feel involved in the business. By selling the property through a sale-leaseback, entrepreneurs can fully wash their hands of the real estate and focus solely on their business or future ventures.

In conclusion, renting through a sale-leaseback can offer significant advantages for entrepreneurs. It allows them to access cash, improve financial flexibility, take advantage of tax deductions, and achieve a clean exit from their real estate assets. Entrepreneurs should consider the potential benefits of renting and seek expert advice to navigate the sale-leaseback market effectively. By leveraging the power of renting, entrepreneurs can accelerate their business growth and increase their chances of achieving a profitable exit in the future.

Concept 8: Leaseback Deals Can Complicate Expansion

Leaseback deals can complicate expansion for businesses. This is evident from the podcast where various scenarios are discussed, highlighting the challenges that can arise when a business owner wants to expand but does not own the real estate they operate on.

In one example, a business owner purchased a business that involved repairing semis. The previous owner did not want to sell the real estate, so a triple-net lease was set up. However, when the new owner wanted to expand the building to add more bays, the previous owner resisted, believing it was a bad business decision. This situation demonstrates how a leaseback arrangement can hinder a business's ability to expand and make necessary changes to its operations.

Another example mentioned in the podcast involves a private equity firm that acquired a business from a founder who wanted to retain ownership of the real estate. A lease was structured between the operating company and the founder, but now the business needs to expand, and neither the founder nor the landlord is willing or able to fund the expansion. This situation necessitates the involvement of a sale-leaseback investor to buy the building and provide funding for the expansion. This tri-party arrangement adds complexity and further illustrates the challenges of expansion in leaseback deals.

Leaseback deals can complicate expansion because they tie the business's growth and development to the decisions and limitations of the property owner. In both examples, the business owners faced obstacles when trying to expand because the property owners did not want to fund or allow the necessary changes. This lack of control over the property can hinder a business's ability to adapt to market conditions, meet customer demands, and seize growth opportunities.

Furthermore, leaseback deals can create complications when it comes to financing. In the second example, the business sought external funding through a sale leaseback investor to finance the expansion. This adds another layer of complexity and potential challenges in negotiating terms and ensuring the investor's requirements align with the business's needs and goals.

Leaseback deals can also limit a business's options for future growth and exit strategies. When a business does not own its real estate, it may face difficulties in attracting potential buyers or investors who prefer to have control over the property. Additionally, if a business wants to sell in the future, the leaseback arrangement may need to be transferred or terminated, which can introduce additional complications and potential costs.

In conclusion, leaseback deals can complicate expansion for businesses. The lack of control over the property and the need to rely on property owners or external investors for funding and approval can hinder a business's ability to grow and adapt. Entrepreneurs considering leaseback arrangements should carefully evaluate the potential limitations and complications they may face in expanding their operations. Seeking expert advice and exploring alternative financing options can help mitigate these challenges and ensure a smoother path for business growth and development.

Concept 9: Real Estate Is Crucial In Business Transactions

Real estate is crucial in business transactions. This is evident in the podcast, where the speakers discuss the impact of real estate on various business deals. One example is the case of a business owner who wants to expand their operations but lacks the necessary funds. They approach an investor to fund a $10 million expansion, but this investment is contingent upon amending the lease and increasing the rent. This shows how real estate plays a significant role in funding and supporting business growth.

Furthermore, the speakers discuss the importance of real estate in the context of business acquisitions. In one scenario, a business buyer acquired a company several years ago, with the seller leasing the land to them. However, complications arise when the buyer wants to sell the business to a competitor, and the landlord, who still owns the property, refuses to lease it to the new buyer. This highlights the control and ownership issues that can arise in business transactions involving real estate and why you want the lease holder not to be the prior owner.

The podcast also emphasizes the need for thorough legal documentation when dealing with real estate in business transactions. In one instance, the lease agreement between the seller and buyer was poorly drafted, resembling a residential lease rather than a comprehensive commercial agreement. This lack of attention to detail can lead to conflicts and legal disputes down the line. The speakers stress the importance of hiring professional attorneys specializing in real estate law to ensure that all necessary provisions and protections are in place.

Concept 10: Real Estate Sale-leaseback

One important point highlighted in the podcast is the impact of sale-leaseback on the bidding process. The podcast mentions that the sale-leaseback can affect the buyer's ability to bid on a property. This is because the terms of the lease-back agreement can influence the buyer's financial situation and their ability to secure funding for the purchase. This emphasizes the importance of considering the sale-leaseback arrangement early in the transaction timeline, preferably before the Letter of Intent (LOI) is issued.

The timeline for closing a sale-leaseback deal can vary depending on the size of the transaction. The podcast mentions that deals can be closed as quickly as 28 days, but it is preferable to have a timeline of 60 to 90 days. Larger deals are often easier to close because institutional buyers such as REITs, funds, and family offices are more likely to be involved. Smaller deals, on the other hand, may require finding private buyers or high-net-worth individuals, which can be more complicated and time-consuming.

The podcast also discusses the distinction between smaller and larger deals in terms of real estate value. The general rule of thumb mentioned is that deals below three million dollars are typically considered smaller and may involve private or local buyers. Deals above that threshold are more likely to attract institutional buyers. However, the location of the property can also influence the size of the deal, as some markets may have a preference for smaller institutional buyers.

Another interesting aspect of real estate sale-leaseback deals is the potential for a premium on the property's value. The podcast mentions that sometimes the real estate may be worth more than what the seller is putting on it. In these cases, the acquirer of the business can benefit from the spread in pricing between the purchase and subsequent sale to the sale-leaseback buyer. It is important to note that the seller of the business does not need to be aware of this spread, as the sale-leaseback can be structured as a back-to-back close, also known as an ABC close or double escrow.

Regarding the disclosure requirements for the seller of the business, the podcast states that there is no need to disclose the sale-leaseback arrangement. The seller believes that the acquirer of the business is purchasing the real estate, unaware that it will be sold to a sale-leaseback buyer. This highlights the importance of confidentiality and strategic planning in executing real estate sale-leaseback deals.

In terms of fees and charges, the podcast mentions that the services provided by the company are 100% success-based. There are no upfront charges or retainers, and the company's fee is a percentage of the total sale-leaseback value. This aligns the interests of the company with the success of the deal and provides an incentive for them to negotiate the best terms for their clients.

Overall, the podcast sheds light on the intricacies of real estate sale-leaseback deals. It emphasizes the need for careful planning, expert advice, and strategic execution to ensure a successful transaction. Real estate is a critical factor in business deals, and entrepreneurs, investors, and business buyers should recognize its significance and seek professional assistance to navigate the complexities effectively. By doing so, they can maximize the benefits of real estate sale-leaseback and facilitate business growth and development.

Concept 11: Sale-Leaseback For Real Estate

A sale-leaseback for real estate is a transaction in which a property owner sells their property and then leases it back from the buyer. This arrangement allows the property owner to access the equity in their property while still maintaining use of the space. It can be an attractive option for businesses that need capital but want to continue operating in the same location.

The podcast highlights several key points about sale-leaseback deals. Firstly, it mentions that real estate sales are public, meaning that the details of the transaction can be accessed by anyone interested. However, the podcast also suggests that in some cases, sellers may not be aware of the subsequent use or profitability of the property after the sale.

The podcast also introduces the concept of a "sales spec free roll," which is a type of sale-leaseback deal where the real estate value is higher than the business value. In these cases, the buyer can create a spread between the two values and use that to fund the acquisition of the business. This strategy can be an attractive option for buyers looking to acquire a business without putting in any equity.

The podcast further discusses the importance of pre-screening potential buyers and ensuring that referrals are made to individuals or companies that are a good fit for the situation. This highlights the need for careful consideration and due diligence in sale-leaseback deals to ensure that all parties involved benefit from the transaction.

Additionally, the podcast mentions that referral fees are often paid in sale-leaseback deals, highlighting the collaborative nature of these transactions. It demonstrates the importance of building relationships and working with a network of professionals to facilitate successful deals.

The podcast podcast also touches on the idea of using sale-leaseback deals for commercial properties such as marinas or high-end RV parks. This expands the scope of sale-leaseback deals beyond traditional commercial properties and demonstrates their versatility in various industries.

Overall, the podcast podcast emphasizes the importance of understanding the intricacies of sale-leaseback deals and seeking expert advice when considering such transactions. It highlights the potential benefits of accessing equity in real estate while still maintaining use of the property. By carefully planning and executing sale-leaseback deals, businesses can leverage their real estate assets to support growth and development.

Concept 12: Sales Lease Facts - Real Estate Solution

Sales Lease Facts is a company that specializes in providing real estate solutions for businesses through sale-leaseback transactions. In a podcast interview, the founder of Sales Lease Facts discusses the advantages of this approach and how it can benefit both businesses and investors.

The podcast begins with a description of the founder's own experience with sale-leaseback deals. He explains that he and his wife sold their primary house in Oklahoma and now live in a 320 square foot tiny home that they can take anywhere. This nomadic lifestyle allows them to experience different locations while still having the flexibility to move whenever they want.

The founder goes on to explain that Sales Lease Facts provides a solution for businesses that own real estate but need access to capital. By selling their property and then leasing it back, businesses can unlock the equity in their real estate while still maintaining use of the property. This can be particularly beneficial for businesses that need funds for operating expenses and growth.

The founder emphasizes that the financials of the business are an important factor in determining whether a sale-leaseback deal is a good fit. However, he also mentions that the size of the business doesn't necessarily matter, as smaller deals can still be viable if the cash flows and coverage are sufficient.

To indicate that a sale-leaseback deal could be a good option, the founder advises businesses to look at their real estate as an opportunity for Sales Lease Facts. He explains that many acquirers shy away from these opportunities because they don't have a solution for the real estate component. Sales Lease Facts can fill that gap and provide a solution for businesses looking to unlock equity in their real estate.

In terms of reaching out to Sales Lease Facts, the founder assures listeners that they will receive quick feedback and clear information on what is needed to assess the potential fit of a deal. He encourages businesses to send in their financials, pro forma sources and uses, and any information they have on real estate. Sales Lease Facts also has its own real estate database to help with due diligence.

The podcast concludes with a discussion about New York City, where the founder currently resides. He mentions that despite not being a fan of big cities, he appreciates the food scene in New York. He believes that the city has the best cuisines from around the world, even surpassing the countries themselves.

Overall, the podcast highlights the benefits of sale-leaseback deals and the expertise that Sales Lease Facts brings to the table. By leveraging real estate assets, businesses can access capital for growth while still maintaining use of their properties. Sales Lease Facts offers a solution for businesses that want to unlock equity in their real estate and provides quick feedback and support throughout the process.

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