In a sale-leaseback transaction, an owner/user elects to monetize its corporate real estate facility and structure a new, long-term lease on the property to an outside investor. In exchange, the company, through the sale of the facility, receives capital to grow and revitalize it's business. The transaction has many benefits to the company, now tenant, as detailed below.
Converts Equity into Cash
With a sale-leaseback, the seller regains use of the capital that otherwise would be tied up in property ownership; at the same time, the seller retains possession and continued use of the property for the lease term.
The seller usually receives more cash with a sale-leaseback than through conventional mortgage financing. For example, if the transaction includes both land and improvements, the seller receives 100 percent of the property's market value (minus any capital gains tax). In comparison, conventional mortgage financing normally funds no more than 70 percent to 80 percent of a property's value.
Because capital gains tax reduces the cash from the sale, a sale-leaseback where the property is sold at a small gain or at a loss generally is most advantageous.
Alternative to Conventional Financing
The seller usually can structure the initial lease term for a period that meets its needs without the burden of balloon payments, call provisions, refinancing, or the other issues of conventional financing. Moreover, the seller avoids the substantial costs of conventional financing such as points, appraisal fees, and some legal fees.
A sale-leaseback also usually provides the seller with renewal options, while conventional mortgage financing has no guarantee for refinancing.
Possibility of Better Financing
Under a sale-leaseback arrangement, a buyer may be able to obtain better mortgage financing terms than the property owner. Even if the property owner defaults, the buyer is likely to continue payments to protect its equity. Thus, the lender might be willing to charge the buyer a lower interest rate, which could result in lower lease payments to the seller.
Improves Balance Sheet and Credit Standing
In a sale-leaseback, the seller replaces a fixed asset (the real estate) with a current asset (the cash proceeds from the sale).
If the lease is classified as an operating lease, the seller's rent obligation usually is disclosed in a footnote to the balance sheet rather than as a liability. This results in an increase in the seller's current ratio, or the ratio of current assets to current liabilities - which often serves as an indicator of a borrower's ability to service its short-term debt obligations. Thus, an increased current ratio improves the seller's position for borrowing future additional funds.
However, if the lease is classified as a capital lease, the advantages of the sale-leaseback arrangement from an accounting perspective are altered considerably. Statement of Financial Accounting Standards No. 13 on accounting for leases requires that a capital lease be recorded as an asset and capitalized and requires the obligation to make future lease payments to be shown as a liability.
Avoid Debt Restrictions
Businesses restricted from incurring additional debt by prior loan or bond agreements may be able to circumvent these limits by using a sale-leaseback. Rent payments under a sale-leaseback usually are not considered indebtedness for such purposes, thus a business can meet its cash needs through the sale-leaseback without violating any previous agreements.
Deterrent to Corporate Takeovers
Undervalued real estate on a company's books often serves as a target for corporate raiders. A timely liquidation through a sale-leaseback transaction may serve as a deterrent, providing management with funding to resist the takeover. In addition, a long-term lease is not as inviting to raiders as undervalued real estate.
Avoids Usury Limitations
Because a sale-leaseback is not considered a loan, state usury laws do not apply; a buyer in a sale-leaseback can earn a higher rate of return on its investment than if it had made a conventional mortgage loan to the property owner.
Sources:
Donald J. Valachi, CCIM, CPA. Sale-Lease Back Solutions [Article]. https://www.ccim.com/cire-magazine/articles/sale-leaseback-solutions/
Marcus & Millichap. Sale-Leaseback Transactions [Article].https://mmreis.sharepoint.com/Departments/Marketing/Marketing/Sales%20Aids/SALE-LEASEBACK%20TRANSACTIONS%20SALES%20AID.pdf