Key takeaways
- 73% of PE buyers don't want real estate on their balance sheet. If you own your building and haven't planned for it, expect the buyer to exclude it, which means you're running two transactions simultaneously under exclusivity.
- Market-rent normalization reduces EBITDA on entry. A 20,000 sq ft building at $12/sq ft adds $240K of expense to the buyer's model. At 7x, that's $1.68M off enterprise value, before the sale-leaseback proceeds are counted.
- Sale-leaseback proceeds are separate from business enterprise value. Done concurrently, the founder in the article example gained $4.2M from the real estate while losing $1.85M in enterprise value, net gain of $2.35M over including real estate in the business sale at 7x.
- NNN lease terms are long (10–15 years) and not renegotiable after close. Accepting an above-market rent rate to get a better real estate sale price creates a permanent drag on operating business cash flow.
- Structure the sale-leaseback before the M&A process begins. Doing it concurrent with close adds coordination complexity and forces rent normalization to be negotiated under time pressure.
How to use this before a process
For adjacent context, compare this with Earnouts in M&A: Why Founders Don't Get Paid What They Expect and Working Capital Targets in M&A: The Deal Term Founders Underestimate; the strongest operators connect these topics instead of treating them as separate workstreams.
Rule of thumb: if a buyer will ask for it in diligence, build it before the process. The same work costs less, creates more confidence, and carries more valuation benefit when it is completed before exclusivity.
Buyer Diligence Checklist
- Confirm the buyer has authority, capital, and a clear approval path.
- Ask for references from prior sellers, lenders, executives, or capital partners.
- Understand what the buyer plans to change in the first 100 days.
- Compare closing certainty, cultural fit, and structure, not just headline price.
- Keep competitive tension until the buyer proves it can close on the proposed terms.
Readiness Snapshot
What buyers will ask
Does the buyer have authority and capital to close?; What approvals remain after LOI signing?; How has this buyer treated sellers in prior transactions?
What to prepare
Buyer references and prior transaction list.; Capital source, lender status, and approval path summary.; Post-close governance and operating plan outline.
Buyer evaluation path
73 percent of PE buyers in lower middle market transactions prefer not to acquire owned real estate as part of the business acquisition (Deloitte 2025). The most common reason is that real estate generates a different return profile than operating businesses, complicates debt financing, and does not fit PE fund mandates.
Sale-leaseback transaction volume in the lower middle market totals $12 to $15 billion annually. Capitalizing market rent into EBITDA (normalizing from owned to leased) typically reduces reported EBITDA by 8 to 15 percent, which directly affects valuation.
Sale-leaseback proceeds are generally treated as separate from business enterprise value, meaning the seller receives both business sale proceeds and real estate sale proceeds rather than a blended combined value.
When a founder owns the building the business operates from, that real estate creates a complication in an M&A transaction that most people underestimate until they are in a process. PE buyers do not want real estate on their balance sheets. Strategic buyers sometimes do. And the way market rent is normalized into the business's EBITDA affects the enterprise value in ways that can surprise sellers who have never seen the calculation before.
Why PE buyers do not want your real estate
PE funds are structured to generate equity returns on operating business investments. Real estate generates income through rental yield, appreciation, and tax depreciation, which is a different return profile. Including real estate in a PE acquisition creates complications: it dilutes fund-level returns, introduces a separate asset class that requires different underwriting, and often violates fund mandate restrictions that limit real estate ownership.
In practical terms, a PE buyer acquiring a $30M EBITDA business at 7x would pay $210M for the operating business. If the seller also owns a building worth $5M, the PE firm does not want to pay $215M for a combined transaction, they want to pay $210M for the business and have the seller figure out the real estate separately. This is where the sale-leaseback enters.
$12-15B
Annual LMM sale-leaseback volume
73%
PE buyers who prefer no real estate
8-15%
EBITDA reduction from rent normalization
10+ years
Lease term PE buyers require (NNN)
How a sale-leaseback works
In a sale-leaseback, the business owner sells the building to a real estate investor, typically a REIT, net lease fund, or private investor, and simultaneously signs a long-term lease to continue occupying the space. The owner receives cash proceeds from the real estate sale and becomes a tenant.
The lease terms that real estate investors require are specific: triple net (NNN) leases, meaning the tenant pays property taxes, insurance, and maintenance in addition to base rent; terms of 10 years or longer with renewal options; annual rent escalations of 1 to 2 percent or CPI-based adjustments; and creditworthy tenants with operating history. The rent is set at market rate for the property type and location, which introduces the EBITDA normalization issue.
Sale-leaseback timing matters. Completing the transaction before the M&A process begins separates the two events and avoids complicating the business sale. Doing it at close is also common, but adds coordination complexity and can affect deal economics if rent normalization is not agreed in advance.
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Run an AI readiness scan →EBITDA normalization and valuation impact
When a business owns its building, it may have no rent expense on the income statement, or it may have nominal rent below market rate. In either case, a buyer will normalize EBITDA to reflect market rent, because the buyer will have to pay market rent going forward regardless of the deal structure.
Consider a business with $3.0M of reported EBITDA that owns a 20,000 square foot industrial building. Market rent is $12 per square foot annually, so $240K per year. The normalized EBITDA used in the buyer's valuation is $2.76M, not $3.0M. At 7x, that is a $1.68M reduction in enterprise value ($240K x 7 = $1.68M). The sale-leaseback generates $2.4M to $3.0M of separate real estate proceeds depending on capitalization rate. The math can work in the seller's favor, but not always.
A $31M industrial services business had a founder who owned the 28,000 square foot building where the company operated.
The building was appraised at $4.2M. The M&A advisor recommended completing a sale-leaseback concurrent with the business sale. The sale-leaseback investor paid $4.2M for the building and signed a 12-year NNN lease at $22,000 per month, reflecting market rate for the asset. The rent added $264K of annual expense that was then normalized into the EBITDA for the business sale, reducing the business EBITDA from $4.1M to $3.84M.
At a 7x multiple, that reduced business enterprise value by $1.85M. However, the founder received $4.2M of separate real estate proceeds. Net impact: total proceeds increased by approximately $2.1M versus a scenario where the real estate was included in the business sale at a 7x multiple.
Structuring considerations and timing
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Frequently asked questions
How is market rent determined for EBITDA normalization purposes?
Market rent is typically determined by a third-party commercial real estate appraisal or by referencing comparable lease transactions in the area. In an M&A context, the buyer may use their own market rent estimate. Sellers should commission their own appraisal to counter buyer assumptions, the difference between buyer and seller market rent estimates on a 5,000 square foot office building can affect EBITDA by $50,000 to $100,000 annually, which at a 7x multiple translates to $350,000 to $700,000 of enterprise value.
What lease terms do real estate investors require?
Net lease investors typically require 10 to 15 year initial terms, annual rent escalations of 1 to 2 percent, triple net structure (tenant pays taxes, insurance, maintenance), and a creditworthy tenant with demonstrated operating history. Startups or businesses with recent EBITDA volatility may not qualify for institutional net lease investor terms.
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Most relevant for founders who own the building their business operates from and are considering a sale in the next 1 to 3 years.
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Disclaimer: Financial figures and case-study details in this article are anonymized, composite, or representative examples based on middle market operating situations, and are not guarantees of outcome. Statistical references are drawn from cited third-party research; individual transaction and operational results vary based on business characteristics, market conditions, and deal structure. This content is for informational purposes only and does not constitute legal, financial, or investment advice. Consult qualified advisors for guidance specific to your situation.
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