Buying and selling real estate

Preparation: the two weeks that make the price

Before anyone is approached, the asset has to be tellable. That means a current tenancy schedule with terms and indexation, area schedules, deferred maintenance honestly quantified, land register and encumbrances checked, open permit questions named.

Whatever is not on the table at this stage surfaces later in due diligence – then as a price reduction and with a loss of trust that is hard to recover. So before every mandate we go through the file once completely and list what is missing.

• Tenancy schedule, leases, amendments, indexation clauses
• Area and use evidence, building permits, sign-offs
• Technical documents, surveys, energy certificate, ESG metrics
• Land register, easements, public encumbrances, development charges
• Service charge statements for the last three years

Asset deal or share deal

The structuring question belongs at the start, not into negotiations. In an asset deal the property itself is transferred: clean, clear, transfer tax applies, the buyer gets a fresh depreciation base. In a share deal, company shares change hands, the tax burden can be lower, but the buyer inherits the company's history with everything in it.

In practice the buyer universe decides too. Institutional investors and family offices are used to share deals and have the review routine. Private buyers and many long-term holders want the asset deal because it is easier to finance. Committing early can shrink the bidder pool – so we keep the structure open as long as it makes sense.

• Tax review before the market approach, not after
• In a share deal: review the company's legacy, not just the asset
• Think through financeability from the buyer's side – it drives completion probability

Off-market or structured process

Off-market means a manageable number of hand-picked addresses, no market noise, high discretion. That is the route when tenants, employees or competitors should not hear about it, or when a sale comes out of a special situation.

A structured process with defined bidding rounds usually achieves a better price but costs time and makes the sale visible. For assets with a clear story and a broad buyer universe that is the better route. For anything that needs explaining, off-market wins – there it matters that the right five addresses really listen.

Teaser, information memorandum, data room

The anonymised teaser is one page. Rough location, asset class, volume, structure, reason for the sale. It goes out without an NDA and must not make the asset identifiable.

Once the NDA is signed, the memorandum follows with figures, photographs and tenant structure. The data room only opens after an indicative offer. That sequence is not formalism – it stops sensitive data sitting with parties who never seriously intended to buy.

• Teaser: anonymous, one page, no NDA
• Memorandum: after NDA, complete, with reliable figures
• Data room: after indicative offer, structured index, Q&A log

Purchase price mechanics and closing

The headline price is rarely the price that flows. Between signing and closing sit cut-off adjustments, rent adjustments, outstanding maintenance and possibly retentions for known risks. Defining these items early saves the renegotiation.

Where the price runs through escrow or a notary account: draft release conditions as tight as necessary and as clear as possible. Vague maturity clauses are the most common reason for delays of several weeks.

• Cut-off rules for rents, service charges, reserves
• Keep warranties and the guarantee catalogue realistically limited
• Require the buyer's financing confirmation before notarisation
• List closing conditions exhaustively – no open wording

Where it actually fails

From our recent mandates: missing building permit files, an unregistered right of way, a tenant with a special termination right nobody mentioned, a buyer without a real financing commitment, a shareholder who withholds consent only after signing.

All of these are checkable in advance. It costs two to three weeks of lead time and regularly saves the entire deal.

Timeline

As orientation for a normal mandate without special situations. Off-market is faster, structured processes with several rounds take longer.

• Week 1 – 2: review documents, set the structure, define the price range
• Week 3: teaser and investor list, alignment with the owner
• Week 4 – 6: approach, NDAs, memorandum, first conversations
• Week 7 – 9: indicative offers, selection, data room
• Week 10 – 14: due diligence, contract negotiation, notarisation