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Structuring Sale-Leaseback Transactions


Explore the structure of sale-leasebacks and the more creative versions of such transactions.

Operators not wanting to retain capital in real property may look to sell the asset and lease it back from the purchaser at the closing in a so-called sale-leaseback transaction. Retail users, such as banks and restaurants, frequently utilize such transactions. We have also seen sale-leasebacks work for larger users planning a move from the property being sold while retaining the flexibility to have time to do so and generating capital from the first property to move forward with the next property. These transactions include a set of issues that can be viewed as an overlay on the normal approach to each purchase, sale, and lease. Factors include (a) the economics of the transaction as, essentially, an investment transaction, (b) the allocation of risk between the operator-seller which developed the facility, and the purchaser-landlord which will own the property, and (c) the approach to the property upon expiration of the leaseback. Financial creativity has expanded the use of the sale-leaseback structure. There are firms that acquire land to lease to an operator and sell the lease following the completion and opening of the operator's facility. In other cases, a ground lessee, after developing its facility, may sell the ground leasehold interest with or without the improvements made and lease back the improved property from the purchaser, creating a so-called sandwich position for the investor with its own set of issues and opportunities.



Kenneth S. Kramer

Kenneth S. Kramer

Nossaman LLP

  • More than 35 years of experience as a real estate attorney
  • Advises major regional developers and investors with diversified portfolios on a full spectrum of office, industrial, recreational, and retail property transactions, including ac-quisitions and dispositions, leasing, financing, joint ventures, and workouts
  • Joint Venture experience includes multi-property portfolio acquisitions with joint venture capital partners, joint venture for single property acquisitions, structured equity invest-ment vehicle for reinvestment in 3 building project, evaluation of buy-sell implementation, and generally representing owners and acquirors of properties in negotiating the terms of joint ventures, including contribution, distribution and control terms.
  • Lectures on joint ventures, leasing transactions, build to suit leases, and other real estate topics
  • Former chair of Nossaman’s Real Estate Transactions Practice Group, and former assis-tant managing partner of Nossaman. Leasing partner for Nossaman.
  • J.D. degree, University of Southern California School of Law; B.A. degree, University of Pennsylvania

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