Leaseback Definition & Meaning

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In addition, a long-term lease is not as inviting to raiders as undervalued real estate. In a sale-leaseback agreement a company sells its property to raise cash and then leases it back from the buyer. With the sale of a commercial property, one of the major concerns surrounds the potential loss of control over decision-making. The seller or operator has more leverage in lease term negations in this scenario than a traditional lease. Domb reports that UTF handles more sale-leaseback transactions for financial institutions than any other sale-leaseback company in the United States.


The following are major considerations when contemplating this transaction, and plotting your lease structure for maximum results. Leaseback.Once Optionor knows the actual Closing Date, it can proceed to secure its new location and prepare its new facilities for occupancy. To allow Optionor time to do this after the Closing Date, Optionee and Optionor will enter into the “Lease” attached hereto as Exhibit E by executing same as part of the Closing. Leaseback.Seller and Purchaser intend that Seller will leaseback the School from Purchaser following the Closing (the “Leaseback”). Be the first to know when the JofA publishes breaking news about tax, financial reporting, auditing, or other topics.

The First Known Use Of Leaseback Was

Hile sale-leaseback transactions may be structured in a variety of ways, a basic sale-leaseback can benefit both the seller/lessee and the buyer/lessor. However, all parties must consider the business and tax advantages, disadvantages, and risks involved in this type of arrangement before moving forward. The leaseback concept has also spread to industry, mostly for industrial equipment. A company sells some of its equipment to a lessor, such as a bank or another financial institution, which leases the equipment back to the company.

  • Finally, in purchasing the property, the buyer has a built-in tenant, namely the seller.
  • The effect of any recapture on the sale-leaseback transaction must be taken into account, since the sale of the property under a sale-leaseback may trigger depreciation, investment tax credit, and other types of recapture.
  • The building, which received several major capital improvements over the years, can accommodate single-or multi-tenant occupancy.
  • Additionally, the insurer does not have to maintain the capital reserves for real estate holdings that regulators require.
  • Let us help you navigate this asset class by signing up for our comprehensive real estate investing guide.

As the seller, you can pull your money out of the real estate through the sale. You can then reinvest this money into your business, where you will likely get a higher ROI. At the same time, you also retain possession of the property and can continue using it for the lease term. He explains that UTF purchased the land and buildings for about $7 million in a deal which closed in December 1995.

If the seller files for bankruptcy, the buyer is considered a general creditor. If the arrangement were a conventional mortgage, the buyer would be considered a secured creditor. If the seller files bankruptcy in a soft real estate market, the buyer may have a difficult time finding a new tenant.

Leaseback Arrangements

The shorter-term lease, which includes extension options through 2021, was priced competitively with a 15-year term. All of Seller’s obligations hereunder shall be subject to the condition that, on or before Closing, Purchaser shall have executed and delivered to Escrow Agent duly signed originals of the Lease.

A sale-leaseback deal can offer advantages to both the seller and the buyer, or the lessee and the lessor, respectively. Blue Cross and Blue Shield originally thought the building was more salable with a 15-year leaseback but TriNet was able to structure an acceptable 10-year deal that provided Blue Cross with more operating flexibility.

Cre Firms Are Beginning To Pour More Capital Into Proptech

The sale converts a long-term non-liquid asset into working capital and removes the mortgage from the balance sheet. This mutually beneficial, split-funding system provided Barnes & Noble with lower rent rates, among other benefits, and CNLR with a good return on invested dollars. Of all their real estate holdings, companies generally choose to lease their more general purpose facilities, such as office buildings, because the lease can usually be structured to cost less. The sale-leaseback of more specialized facilities, such as manufacturing plants, presents a higher risk to an investor, and is thus more costly to the lessee, because these facilities are not as easily leased if the current tenant vacates.

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. 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. As in the UK there are tax allowances in respect of mortgage payments which can be offset against income. The lease typically lasts for between 9 and 11 years, after which the management company has the option to either renew, or the property can be sold, or rented out and held privately by the owner. One of the biggest objections to the sale of a commercial property is that the business operating in the building will experience disruptions to ongoing operations. The seller or operator is able to stay open throughout the transaction, unlike a traditional sale which would involve a move, among other things slowing production.

To repurchase the asset precludes sale treatment unless the option is at fair value and the subject asset is essentially a commodity. The benefits obtained from this source of financing will continue to make leasebacks a popular vehicle to both parties notwithstanding the challenge of implementing the detailed reporting and disclosure requirements of Topic 842. New revenue recognition and lease accounting standards have affected the way these transactions are reported.

Disadvantages Of A Sale

Discount carriers such as Ryanair, EasyJet Plc and Wizz Air Holdings Plc have strong liquidity positions and easy options for boosting reserves through aircraft sale-and-leaseback deals if necessary. As of 2020, private equity firm Brookwood Financial Partners LLC, the owner and founder of Yesway, raised $642 million in equity for the company, as well as $237 million in sale-leaseback proceeds. With more than 30 years of single-tenant net lease investing experience, Mesirow’s nationally recognized Sale-Leaseback Capital group has completed more than 200 transactions valued at over $7.5 billion. Our experts work alongside companies and their independent advisors to assist in realizing their financial objectives. When leasing, you are able to write off the entire rent payment — in ownership, you can only write off the interest portion of your mortgage payment. The Class-A building is located in a healthy western submarket of downtown Milwaukee.

  • Under a sale-leaseback arrangement, a buyer may be able to obtain better mortgage financing terms than the property owner.
  • The property’s current owner-occupier agrees to sell the asset to an investor for a fixed price.
  • 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.
  • The firm has closed deals totalling $200 million in the last 18 months, including sale-leasebacks with Sun Microsystems Inc., Circuit City and Dell Computer Co.
  • 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.
  • The basic income tax considerations from the buyer’s perspective are straightforward.

If structured properly, a sale-leaseback allows a business owner to raise cash by selling assets, to continue to use those assets, to fully deduct the lease payments as a business expense, and to remove those assets from his or her taxable estate. One of the ways corporations raise funds, increase earnings and enhance liquidity is by freeing capital tied up in their sometimes massive real estate holdings. If the sale-leaseback transaction gives the seller an option to repurchase the property or if the seller retains substantial ownership rights, the Internal Revenue Service may view the transaction as a mortgage. In that case, the seller would not be allowed a deduction for rent but could deduct depreciation and a portion of the rent payments as interest.

The coronavirus pandemic turned the world upside down, so CRE professionals will need creative options when it comes to renegotiating leases. The basic income tax considerations from the buyer’s perspective are straightforward. Ability to invest in real estate with a tenant who is already familiar with the property.

Commercial Real Estate

Following is a glimpse of just a few of these companies, accompanied by an actual case study of a sale-leaseback transaction arranged through each. “We have strong relationships with corporate customers, and the sale-leaseback is an additional service we can provide to them.” Sale-leaseback transactions offer several advantages to both sellers and buyers but can also come with disadvantages, depending on the circumstances. In a sale-leaseback arrangement, the buyer can avoid the state usury problems encountered by lenders when money is tight.

Under a bondable lease, the tenant is responsible to continue to perform under the lease obligation, no matter what. Glass reports that Payless adds this feature to its leases to obtain a slightly lower sale-leaseback rate; because there will be less of a risk in the income stream, a slightly less return can be dictated to the investor. Stanfill reports that, as is typical in a transaction of this type, the buyer is likely to be a fairly sophisticated but “passive” investor that won’t be exposed to a construction and leasing risk, since the facility is already about 75 percent occupied. “Reduced risk is one of the advantages of investing in a sale-leaseback,” states Stanfill. He adds that this particular building will have little lease rollover during the next 12 years. Ft. of net rentable space, only 25 percent of which they occupy directly, British Petroleum realized earlier this year that it was looking too much like a landlord. Though it had once occupied 100 percent of the building’s space, the company had reduced its use over the years and begun leasing portions to other tenants.


A sale-leaseback occurs when a property owner sells a property but continues operating it by leasing the property back from the new owner. Glass reports that the previous companies winning the annual Payless bids were not allowing the most favorable terms in the marketplace.

The firm has closed deals totalling $200 million in the last 18 months, including sale-leasebacks with Sun Microsystems Inc., Circuit City and Dell Computer Co. Deals typically range from $10 million to $50 million and include 20- to 25-year leasebacks.


This compares very favourably with a typical 20 year fixed rate mortgage of around 3.75%, and variable rate mortgages which are lower. It can be seen how the rental income can be used in respect of the mortgage payments. The rental yield is also index linked annually to construction costs, which means the rental income currently increases by approximately 2.5%. If you own a commercial property and want to expand or you need capital to invest in your business, you may want to consider a sale-leaseback.

What are the disadvantages of sale and leaseback?

The obvious disadvantage for a seller-tenant in a sale-leaseback transaction is that at the end of the lease term, the seller-tenant will no longer have an ownership interest in the property or the right to receive any appreciation in the property’s value.

This article discusses some of the advantages and disadvantages of a commercial real estate sale-leaseback transaction with respect to both the seller and the purchaser. If the lease term is for 30 years or more, any ordinary loss deduction that otherwise would be allowable on a sale-leaseback transaction might be barred on the theory that it is a nontaxable exchange of like-kind property under IRC Section 1031. However, the seller would be entitled to depreciation on its basis for the leasehold over the lease term. However, if the lease is classified as a capital lease, the advantages of the sale-leaseback arrangement from an accounting perspective are altered considerably.

A seller can use a sale-leaseback to time the recognition of gains or losses while retaining the use of a property. A business may want to recognize gains to use business credits or net operating loss carryovers.

The primary disadvantage for the buyer-landlord arises from the seller-tenant itself. If anything happens to the seller-tenant and default occurs, the buyer-landlord will be forced to expend resources and time to either renegotiate the lease or evict and find a new tenant at a profitable rate. The new owner agrees to lease the property back to the existing occupant under a long-term leaseback agreement, thereby becoming a landlord. One of the most appealing aspects of net lease is its focus on the long term. Since net leases are traditionally longer, investors can rely on stable continuous income, and tenants can count on predictable leasing costs. Because the typical sale-leaseback usually must be structured to meet the specific needs and requirements of both parties, it may require more time and increased administrative costs than a conventional loan transaction. “Sale-leasebacks are becoming more attractive because of the flexibility they offer,” Lyon says.

  • In a sale-leaseback, the seller replaces a fixed asset with a current asset .
  • Due to the high price of aircraft and engines, especially new, the cash from such a leaseback is used by airlines to improve their financial performance.
  • These lease payments may be structured in more flexible ways; for example, low rent payments during the first five years make it more comfortable for corporations from a balance sheet standpoint.
  • A sale-leaseback is a transaction where one party sells property to another party and then immediately leases back the property.
  • This transaction allows a seller to remain an occupant of a property while transferring ownership of an asset to an investor.
  • Overall market conditions aren’t favorable (ex. a considerable amount of comparable properties on the market, or a shortage of motivated buyers).
  • However, upon sale, the seller-tenant’s overall bottom line would likely increase as the lease payments would be deductible at the property’s current basis.

The lease term and rental rate are based on the new investor/landlord’s financing costs, the lessee’s credit rating, and a market rate of return, based on the initial cash investment by the new investor/landlord. One of the most common types of sale-leaseback transactions is between commercial property owner-occupants and real estate investors like real estate investment trusts . In these transactions, the owner-occupant sells its property to the REIT, which leases it back to the seller. These deals allow the seller to free up the balance sheet capital they had tied up in real estate assets to reinvest in growing their business, repay debt, or return cash to investors.

Using a standard lease document package used between CNLR and Barnes & Noble on 12 other occasions, Barnes & Noble was given up to one year to construct the building, with the agreement that CNLR would reimburse them for the cost of construction. The building was erected in January 1996 and opened for business on February 1. “Sale-leasebacks are coming back into favor as a way to provide corporations with flexible real estate obligations and to finance growth,” says Charlie Corson, senior vice president of the retail investment group at Staubach Co. But the disadvantages are not stemming a modest return of corporate sale-leaseback activity. As a result of the coronavirus pandemic, FASB has voted to delay by one year the effective dates of its lease accounting standard for certain entities. The delay makes FASB ASC Topic 842, Leases, effective for private companies and private not-for-profits for fiscal years starting after Dec. 15, 2021. Despite the new guidance, application of these provisions in more complicated leasing arrangements will continue to pose challenges to many entities.