Sale Leaseback: A Way for Franchisees to Fund M&A Transactions

Sale leaseback transactions have gained popularity in recent years as owner occupants look to extract the value of their real estate in order to free up capital. But beyond the motivations that drive traditional sale leasebacks, many business owners have found success leveraging this transaction type to fund M&A activity.

Franchisees are the primary actors exploring these creative avenues, and while a sale leaseback could be used to fund M&A needs across nearly all asset classes, the most frequent property types involved are quick service restaurants, convenience stores and car washes. These property types are often owned and operated by franchisees with growing portfolios of multiple assets, and M&A activity is commonplace.

One Seller, Two Buyers and a Broker

So, how does this actually work? In an M&A sale leaseback, you typically have four players: the franchisee seller of the business and assets, the franchisee buyer of the business and future tenant of all properties involved in the sale leaseback, a real estate investor who buys the real estate assets, and a broker that facilitates the transaction. 

"Sale leaseback transactions are a common vehicle for owner occupants to extract value from their real estate, but this creative solution is gaining popularity with franchisees as they expand through mergers and acquisitions."

To start the process, the franchisee seller and franchisee buyer identify each other and enter into an agreement for the operations and real estate. A broker enters the conversation early on as well. They need to evaluate the sale leaseback of the real estate component and this analysis often influences the terms of the agreement between franchisees. Additionally, the broker helps to identify a real estate investor. At the close of the transaction, two events occur: one franchisee purchases the business assets and assumes the franchise agreements and third-party leases, and at the same time, concurrent with closing, the franchisee buyer executes a long-term triple net lease with the real estate investor. 

In this type of transaction, proceeds from the sale of the real estate are transferred from the investor to the franchisee seller, while proceeds from the sale of the business come from the franchisee buyer. The new investor now has guaranteed income coming from their tenant in the form of a long-term lease. That lease typically features attractive terms including a triple net lease structure – making the tenant responsible for all taxes, insurance and maintenance costs – along with regular rent increases and lease extension options.   

A Creative Solution to Fund Growth

This creative funding solution may appeal to many candidates, including those interested in limiting their exposure to real estate and minimizing or helping to bridge the typical 25 to 30 percent cash equity need required to complete a transaction. A company may view the cash flow of their business as more valuable than the static return of owning the real estate. They may be in a rapid expansion mode and unable to tie themselves to multiple loans or the contingencies that come with them. This solution also works well for emerging franchisees that aren’t sitting on a surplus of cash or those that don’t have an established lending relationship necessary to complete larger transactions. For this type of candidate, there are real estate investors that have extensive experience helping smaller franchisees grow into larger companies. They will not only buy the first round of real estate but will subsequently help fund new acquisitions, work with the franchisee on upcoming capital expenditures and open up more opportunities for acquisitions than the franchisee would have if they were simply relying on their franchisor and brokers. 

Low Inventory, High Demand Creates Ideal Environment

As we approach mid-year 2022, market conditions are ideal for these transactions, and franchisees considering this strategy are encouraged to act. Inventory is low and demand for sale leasebacks continues to be incredibly high, but today’s market uncertainties could shift the environment quickly. Inflation, rising interest rates, continued cap rate compression especially in the net lease retail sector, supply chain issues, labor shortages – these factors all have the ability to influence market dynamics, and franchisees considering this creative funding vehicle are urged to watch the market.  

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