Sale and leasebackcapital from your own business property

Many mid-sized companies in Oberfranken own their business premises: halls, workshops, office buildings. A lot of capital is often tied up in them – capital that is then missing for investment, succession or reducing bank debt. A sale and leaseback makes this capital available without giving up the site.

Modern office building with a glass facade – Sale and leaseback

This guide in one minute

The key points of this guide as a short video. All details and worked examples are in the text below.

No narration, background music only.

Inhalt dieser Seite (15)
  1. How it works
  2. Reasons for a sale and leaseback
  3. What the investor pays
  4. Structuring the lease
  5. Tax and balance sheet
  6. The process with FrankenImmo
  7. Worked example: production hall in the district of Hof
  8. Sale and leaseback or bank loan?
  9. An honest look at the risks
  10. Business succession in Oberfranken
  11. What investors examine
  12. Negotiating the lease properly
  13. Balance sheet and key figures: what changes
  14. Consider the alternatives
  15. Sale and leaseback for practices and the self-employed

Key points at a glance

  • In a sale and leaseback, a company sells its business premises to an investor and leases them back on a long-term basis.
  • The company gains liquidity for growth, succession or debt reduction and continues to use the property as before.
  • The purchase price depends heavily on the lease term, the rent level and the company's creditworthiness.
  • Typical lease terms are 10 to 15 years, often with extension options and buy-back rights.
  • Hidden reserves are realised – the tax consequences should be checked with your tax adviser in advance.

How it works

  1. The company sells its business premises to an investor.
  2. At the same time, a long-term lease is signed – usually for 10 to 15 years.
  3. The company continues to use the property as before and receives the purchase price as liquidity.

Reasons for a sale and leaseback

  • Financing growth: machinery, digitalisation, expansion – without additional bank loans.
  • Business succession: the successor takes over the business, the property goes to an investor; the senior owner receives the purchase price.
  • Strengthening the balance sheet: reducing debt, improving the equity ratio.
  • Focusing on the core business: property risks pass to a specialised owner.

What the investor pays

For the investor, the property is an income-producing asset. The purchase price results from the agreed rent and the yield the investor requires for the risk. Decisive factors:

  • The company's creditworthiness – the better it is, the lower the required yield and the higher the purchase price.
  • The lease term – long terms increase the value.
  • The rent level – a higher rent increases the purchase price, but places a permanent burden on earnings. It should be based on the market rent.
  • Alternative use potential – the more easily the property can later be let to other users, the more attractive it is to investors.

Structuring the lease

  • Term and extension options
  • Rent indexation
  • Allocation of maintenance (structural repairs, "Dach und Fach", with the landlord or tenant)
  • Rights to extend and convert
  • Pre-emption or buy-back rights for the company

Tax and balance sheet

On the sale, hidden reserves are realised and taxed. Under certain conditions they can be transferred to new investments (§ 6b EStG). On the balance sheet, the property is derecognised; under international standards (IFRS 16), a right-of-use asset may have to be recognised. Involve your tax adviser and auditor at an early stage.

The process with FrankenImmo

  1. Analysis: property, market rent, investor market, target purchase price.
  2. Structuring: key lease terms in consultation with your advisers.
  3. Approaching investors: discreetly, after a confidentiality agreement, to selected investors from our network.
  4. Negotiation and due diligence: data room, expert reports, lease.
  5. Notary and closing: the purchase contract and lease take effect at the same time.

Worked example: production hall in the district of Hof

A mechanical engineering company with 85 employees owns its hall with an office wing (4,200 m²). Book value on the balance sheet: €900,000. The company needs capital for new production equipment.

ItemAmount
agreed annual rent (market level, indexed)€189,000
lease term12 years plus 2 × 5-year option
net initial yield required by the investor7.25%
Purchase price (189,000 ÷ 0.0725)around €2.6 million
− book value− €900,000
= hidden reserve realised€1.7 million
− income taxes on it (simplified, depending on legal form and § 6b)individual
− repayment of the remaining property loan− €400,000
freely available liquidity before taxaround €2.2 million

This is offset by a permanent rent burden of just under €16,000 a month. Whether it pays off depends on the return the company earns in its core business with the released capital. The land transfer tax (Grunderwerbsteuer) of 3.5% is usually paid by the investor.

Sale and leaseback or bank loan?

Sale and leasebackBank loan secured on the property
Amount of capitalup to the full market valueusually 60–80% of the lending value
Balance sheet (German GAAP, HGB)property and debt decreasedebt increases
Ongoing burdenrent, permanentlyinterest and repayment, for a limited time
Increase in the property's valuegoes to the investorstays with the company
Flexibilitylease is a long-term commitmentrepayment, special repayments possible
Collateral for other loansproperty is no longer availableproperty is encumbered

For many companies a combination makes sense: selling part of the property portfolio while keeping specialised space essential to operations. Development banks such as LfA Förderbank Bayern also offer alternatives for financing mid-sized companies.

An honest look at the risks

  • Permanent fixed costs: the rent is due in good years and bad. A rent set too high – to push up the purchase price – takes its revenge in times of crisis.
  • Indexation: the rent rises with inflation. Agree partial indexation or a cap.
  • Loss of value growth: if the value of the site rises, the investor benefits.
  • Expansion: if the company grows, it needs the owner's consent for extensions. Extension rights therefore belong in the contract.
  • Buy-back: a later buy-back is usually more expensive than the sale price.

Business succession in Oberfranken

Oberfranken has a strong, often family-run Mittelstand – from mechanical engineering, plastics and automotive suppliers to the porcelain and textile industries. Many businesses face a succession in the coming years. A sale and leaseback can solve several problems at once here:

  1. The successor does not have to finance the property as well and can concentrate on the purchase price for the operating business.
  2. The senior owner receives part of their retirement provision from the property sale.
  3. The site and the jobs remain secure.

Alternatively, the property can stay in family ownership and be let to the successor – that is a question of overall planning with your tax adviser and notary. More on valuation under Valuing commercial property.

What investors examine

Point examinedWhy
Annual financial statements for the last three yearsthe tenant's creditworthiness
Sector and market positiondefault risk over the lease term
Alternative use potentialWhat happens if the tenant moves out?
Building condition, contamination, fire protectionfuture investment
Land reservesexpansion potential
Location in relation to motorways (A9, A72, A93, A70) and skilled workersre-lettability

We prepare these documents in a confidential data room and approach investors who match the size and sector – see Investor matching, Warehouse and industrial space and Selling commercial property.

Negotiating the lease properly

In a sale and leaseback, the lease is more important than the purchase contract – it determines the next ten to twenty years. You should negotiate these points with your advisers particularly carefully:

Contract pointThe company's goaltypical compromise
Termlong, with options to extend10–15 years fixed, 2 × 5-year option
Rent levelin line with the market, not artificially inflatedmarket rent according to an expert report
Indexationlimited60–80% of inflation, possibly with a cap
Maintenancestructural repairs with the landlordstructural repairs with the landlord, the rest with the tenant
Conversion and extensionright to build extensions when growingconsent not to be unreasonably withheld, rent adjustment for the extension
Sublettingflexibility in restructuringto affiliated companies without consent
Buy-backoption to reacquireright of first refusal or purchase option at market value
Special terminationexit if the business closesrarely enforceable, possibly against a termination fee

Tip: an excessively high rent may increase the purchase price in the short term, but it weighs on every financial year. Investors also assess the risk that an overpriced lease will not be renewed when it expires. A market-level rent is more sustainable for both sides.

Balance sheet and key figures: what changes

Under the German Commercial Code (Handelsgesetzbuch, HGB), the property disappears from the balance sheet; the rent payments appear as an expense in the profit and loss account. This usually improves the equity ratio, because debt is reduced, and increases liquidity.

Companies that report under international standards (IFRS 16), by contrast, show a right-of-use asset and a lease liability. The balance sheet effect is smaller there. For banks and rating agencies, how cash flow changes also matters: interest and repayment turn into a permanent rent.

Consider the alternatives

A sale and leaseback is not the best solution for every company. Compare at least:

  1. Conventional refinancing of the property with your main bank.
  2. Subsidised loans, for instance from LfA Förderbank Bayern, for investment in mid-sized companies.
  3. Selling space not needed for operations, such as an empty hall or part of a plot. → Selling a plot
  4. Bringing in a partner or equity capital.

We would be happy to prepare a comparison with realistic figures for your property – confidentially and without obligation. Get in touch via Book an appointment.

Sale and leaseback for practices and the self-employed

It is not only industrial companies that use the model. Doctors, dentists or vets with their own practice building can also release capital – for new equipment, a partner's exit or retirement provision, for example. Investors value practice properties because of the usually long tenancy. What matters here is a provision for the case that the practice is handed over to a successor. → Office and practice space

Frequently asked questions

Who looks after the property after the sale?

That is set out in the lease. Often the tenant remains responsible for servicing and minor repairs, while the investor bears the structural repairs. Under so-called triple-net leases, the tenant bears almost all costs – which affects the rent level and the purchase price.

Can I buy the property back later?

That is possible if it is agreed in the contract – for example as a right of first refusal or a purchase option under a defined procedure. A later buy-back usually takes place at the market value at that time and is therefore often more expensive than the original sale price.

Will employees and customers find out about the sale?

Only if you want them to. The sale is prepared confidentially; investors only receive documents after signing a confidentiality agreement. Because the company stays at its site, nothing changes for employees and customers in everyday business.

Is land transfer tax due on a sale and leaseback?

Yes, as with any property purchase, 3.5% in Bavaria. It is usually borne by the investor and already factored into the purchase price. More under Land transfer tax.

How long does a sale and leaseback take?

From the first analysis to the notary appointment, usually four to eight months. The investor's due diligence and agreeing the lease take up most of the time.

From what size is it worthwhile?

Institutional investors often become interested at purchase prices from around €1.5 to €2 million. For smaller properties there are private investors and family offices – including in our network. Creditworthiness and alternative use potential matter more than size alone.

Which companies is a sale and leaseback suitable for?

For established companies with solid creditworthiness and properties that are essential to operations and readily usable by others – production halls, logistics, office buildings, car dealerships, medical centres.

Will I lose control over my site?

Not if the lease is well drafted: a long term, extension options and, where appropriate, a buy-back right secure your site for the long term.

Sources & further reading

  • gesetze-im-internet.de – § 6b EStG – transfer of hidden reserves on the sale of land
  • ifrs.org – IFRS 16 Leases – accounting for leases
  • bayreuth.ihk.de – Chamber of Commerce and Industry for Oberfranken Bayreuth – business succession and financing
  • lfa.de – LfA Förderbank Bayern – financing alternatives for mid-sized companies

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