Archive for the 'developer' Category

Selling Corporate Real Estate to Speculative Investors – A Risky Game

When seeking to sell their companies’ commercial real estate, CFOs can find themselves in very risky positions when they enter into sale agreements with speculative investors. Some speculative investors don’t seek to simply purchase real estate. Instead, they use purchase agreements as leverage and opportunities to achieve other results.  This scenario may seem extreme, but it is a very common practice in how some investors acquire real estate.  Now, after such a long period of lingering economic stagnation, itchy investors eager to capture opportunity are beginning to tap into the desires of equally frustrated property owners, and are making speculative plays with their properties, often with those property owners unaware of the increased risk they bear. As chief guardian of their companies’ assets and financial interests, it is imperative that CFOs be aware of the very real risks to value erosion that can occur when dealing with speculative investors.

When selling real estate to speculative investors, landlords, or developers, it is imperative for CFOs to understand, before entering into any type of purchase agreement, option, or otherwise, the specific events that will occur between the execution of a purchase agreement and the intended closing date.  In a strong purchase agreement, the optimal transaction structure would include only a few clearly defined and achievable events intended to take place prior to closing. More importantly, the purchase agreement should contain very few contingencies that would permit the purchaser to terminate the agreement.  One of the keys to protecting the seller from the perils of doing business with a speculative investor is the payment by the purchaser at the execution of the purchase agreement of a substantial at-risk down payment. In many cases, it is unfortunate that the way many speculative investors seek to control properties often places sellers at great risk even after the purchase agreement is executed.

Very often speculative investors seek to “lock-up” a seller’s property, so that the speculative investor has beneficial control of the property for a period of months. During this time the seller usually cannot sell the property to anyone else, nor enter into a contract with another purchaser.  After speculative investors secure a purchase agreement, they often use due diligence periods to determine if their intended transaction will prove viable.  It is during this time when they should be actively pursuing municipal approvals, based on a logical and thought-out plan for the property.  Instead, during due diligence, many speculative investors often expend substantial effort to secure financial and other arrangements with development partners, investors, lenders, tenants, downstream buyers, or others.  They basically use the property and the purchase agreement as currency to uncover even greater opportunities for themselves beyond the mere purchase of the property, often extending due diligence periods when they need more time. In many cases, lock-up provisions in purchase agreements often restrict sellers from doing much anything with their properties other than maintain them and await the results achieved by the purchaser during due diligence.

When speculative investors are not successful in achieving the opportunities they seek, they often use contingencies contained in purchase agreements, or they deploy other means, including legal action, to avoid closing on the purchase. As a result, at this juncture, many speculative investors will move to terminate the purchase agreement, expect return of their down payments, and will walk away from the transaction. In such cases, speculative investors experience little, if any, financial or other loss.  By contrast, the impact on the seller can be devastating.

When a purchaser terminates a purchase agreement after many months, the seller is often left in a very challenging position, especially because the typical speculative investor will not provide the seller with a large at-risk down payment as part of the purchase agreement.  Moreover, when the above occurs, the seller will have lost valuable time, might have foregone other more favorable sale opportunities, might have missed a market peak, may be saddled with future challenges resulting from local municipal authorities who feel that their time was wasted by an unrealistic speculator and a seller who was not careful in its selection of an appropriate purchaser, and the property could take on a white elephant status in the eyes of other acquirers. This series of events then often draws bottom fisher buyers, who seek to acquire seemingly distressed properties and those owned by frustrated sellers at low prices.  This, in turn, further contributes to price erosion and creates additional challenges for the CFO seeking to dispose of the property in a reasonable time, with low cost and risk, and at a reasonable price.  In the extreme, even if the seller does not return the speculative investor’s down payment, almost any amount of security, even if forfeited, would not likely provide adequate compensation to the seller for the damages it could receive.

As in any well thought-out business endeavor, for the CFO seeking to sell his or her company’s commercial real estate, beginning with the end in mind is the prudent approach. In this type of transaction, the means of the speculative investor will dictate the end, and much more.

About Real Estate Strategies Corporation
Real Estate Strategies Corporation is a respected corporate advisory and transaction services firm that provides thought-leadership, decision-making, planning, project management, and transaction execution services to finance and senior executives at management team-led public, private, and portfolio companies, and not-for-profit organizations.  Under the leadership of its award-winning CEO, Andrew Zezas, RealStrat’s clients engage the firm when acquiring, disposing of, renegotiating, or enhancing occupied leased or owned real estate in New Jersey, Pennsylvania, New York, Connecticut, and throughout North America.  By creating and executing Business DRIVEN Real Estate Solutions and identifying hidden Opportunities, RealStrat drives greater operational and financial performance in support of its clients’ stakeholder objectives, M&A requirements, and exit strategies.

In the current economic environment, RealStrat’s efforts are focused on uncovering, capturing, and re-purposing hidden liquidity and minimizing risk in its clients’ leased and owned real estate.  The firm provides counsel as to competitive advantage strategies in preparation for the eventual economic recovery.  Visit www.RealStrat.com. Read about timely commercial real estate issues at RealStrat’s blog at www.CorporateAdvisor.wordpress.com. Follow RealStrat at http://www.Twitter.com/RealStrat.

LINKS:

RealStrat News
Biographies
Properties
What Our Clients Say

Copyright Real Estate Strategies Corporation 2011.  All Rights Reserved.

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11 Important Steps to Achieving Commercial Brokerage Success in 2011

Happy New Year!  It’s time to make your business resolutions for 2011.

Here are my recommendations to better serve your clients’ needs and to achieve your own realistic success in the coming year:

1. Determine which client types best fit your expertise and service offerings, and then focus the majority of your efforts on those sectors

2. Develop a business-centric approach to advising your clients and delivering real estate services

3. Customize your service model to one that achieves your target clients’ business objectives, while satisfying their real estate needs

4. Develop an approach to serving your clients that is transparent in all you do, with “Honesty is Our Only Policy!” as your motto

5. Make conflict-of-interest identification and resolution an integral part of your service offering

6. Be crystal clear in your compensation expectations to minimize confusion, especially if yours is a performance and risk based commission model

7. Always put the needs of your client first, without fail, so long as your client recognizes that you are entitled to fair, reasonable, and timely compensation

8. Resolve to agree to no compensation bonuses, but accept no discounts

9. Recognize that, as a service provider, you have your own business risks, and that your role does not include discounting, delaying, or risking your performance based compensation as a means of guaranteeing the creditworthiness or performance of either tenant or landlord

10. Negotiate on your clients’ behalf like you and your client don’t need any particular deal, that you have multiple alternatives, and that you’ll always walk away in the absence of a favorable, but reasonable transaction

11. Recognize that as a service provider and advisor, your only role is to protect your clients’ and satisfy their needs first, that your job is to maintain relationships that your clients permit you to have with them, and that without sustainable relationships with great clients you will not achieve your own success objectives, those of your company, or those of your clients.

Are there more important steps to take to achieve commercial brokerage success in 2011?  Let me know.

About Real Estate Strategies Corporation
Real Estate Strategies Corporation is a respected corporate advisory and transaction services firm that provides thought-leadership, decision-making, planning, project management, and transaction execution services to finance and senior executives at management team-led public, private, and portfolio companies, and not-for-profit organizations.  Under the leadership of its award-winning CEO, Andrew Zezas, RealStrat’s clients engage the firm when acquiring, disposing of, renegotiating, or enhancing occupied leased or owned real estate in New Jersey, Pennsylvania, New York, Connecticut, and throughout North America.  By creating and executing Business DRIVEN Real Estate Solutions and identifying hidden Opportunities, RealStrat drives greater operational and financial performance in support of its clients’ stakeholder objectives, M&A requirements, and exit strategies.

In the current economic environment, RealStrat’s efforts are focused on uncovering, capturing, and re-purposing hidden liquidity and minimizing risk in its clients’ leased and owned real estate.  The firm provides counsel as to competitive advantage strategies in preparation for the eventual economic recovery.  Visit www.RealStrat.com. Read about timely commercial real estate issues at RealStrat’s blog at www.CorporateAdvisor.wordpress.com. Follow RealStrat at http://www.Twitter.com/RealStrat.

LINKS:

RealStrat News
Biographies
Articles
Properties
What Our Clients Say

Copyright Real Estate Strategies Corporation 2011.  All Rights Reserved.

###


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