Structuring Real Estate Sale-Leasebacks: An Alternative to Mortgage Financing for Owner-Operators and Investors

Strategies for Improving Balance Sheet, Maintaining Control of RE Assets, Recovering Capital Costs, and Reducing Tax Liability

Recording of a 90-minute CLE webinar with Q&A

Conducted on Thursday, August 3, 2017
Recorded event now available

This CLE webinar will provide real estate and finance counsel with the tools to structure sale-leaseback transactions. The panel will also discuss the advantages and pitfalls of these deals for seller/tenants and buyer/investors, and offer best practices to structure the deal for all parties to protect their interests.


Sale-leaseback transactions provide seller/lessee access to capital tied up in real estate assets without the underwriting and legal constraints of mortgage financing. Leases can be structured with a longer term, fixed payments, and effectively higher leverage than conventional loans, and allow for potential tax benefits not available with mortgage loans.

For the investor/lessor, the sale-leaseback provides the opportunity to acquire commercial real estate that comes with a long-term, credit-worthy tenant under a triple net lease. The credit quality of the tenant and the condition of the property are primary concerns for the investor.

One disadvantage for the seller is the loss of flexibility it had as owner-occupant. Lease negotiations over potential limitations for the seller can be contentious. Some tenant-friendly lease provisions will need to be subordinated to a future mortgage or ground lease, making SNDA provisions critical to the negotiation. The seller/lessee must be cognizant of the accounting treatment of the lease, with new accounting standards going into effect in 2018.

Listen as our authoritative panel of real estate practitioners discusses sale-leaseback market trends, advantages and pitfalls for sellers and investors, deal structures and terms, and best practices for the parties to protect their interests.


  1. Current market trends in sale-leaseback transactions
  2. Advantages and pitfalls for both seller/tenants and buyer/investors
  3. Importance of a credit-worthy tenant
  4. Deal structures and terms
  5. Key lease provisions to protect interests of all parties
  6. The new tax accounting rules for leases.


The panel will review these and other key questions:

  • What market conditions are driving the increase in sale-leaseback activity?
  • What deal structures are generally used for sale-leaseback transactions?
  • What is the tax treatment of sale-leaseback transactions?
  • What are the tenant’s objectives with respect to subordination to the mortgage and what rights should they seek to negotiate in SNDA provisions?


Brian E. Davis, Partner
Mayer Brown, Chicago

Mr. Davis focuses his broad-based real estate practice on providing counsel to equity investors and corporate users of real estate in all facets of real estate investment, including JVs, acquisitions, dispositions, and financing. Mr. Davis has assisted clients in developing programmatic JVs and other platform-style investments and has extensive experience in distressed debt and equity transactions. In addition, he has structured and restructured complex sale-leaseback, leverage lease and synthetic lease arrangements and has lectured and written in the areas of distressed real estate. 

Stephen E. Friedberg, Member
Mintz Levin Cohn Ferris Glovsky and Popeo, New York

Mr. Friedberg is engaged in the general practice of commercial real estate law, both nationally and locally, including complex leasing transactions; office leasing; shopping center, office and commercial building development; construction and redevelopment; sales, acquisitions and financings of large multiproperty groupings; complex financial restructurings for developers and other property owners; and the acquisition and disposition of oil and gas properties. Mr. Friedberg has lectured on various issues concerning office leasing, shopping centers and telecommunications.

Andrew H. Raines, Partner
Raines Feldman, Los Angeles

Mr. Raines is a real estate and transactional attorney with over 30 years of experience in legal practice and real estate transactions, including leasing, purchase and sale, portfolio investment and sale, fair market value determinations, operating expense disputes, fund formation, asset allocation, restructurings and business development activities. He also has extensive experience in distressed real estate transactions including note acquisition, loan document review and analysis, lease review and analysis, due diligence and foreclosure.


CLE On-Demand - Streaming Video

Includes recorded streaming video of full program plus PDF handouts.

On-demand is the only recorded format recognized for CLE credits in DE, IN, KS, LA, MS, NC, OH, OK, SC, TN, VA, WI.

AK, AZ, CA, CO, CT, DE, FL, GA, HI, IA, ID, IL, IN*, KS, KY, LA, ME, MN, MO, MT, NC, ND, NH**, NJ, NM, NV, NY, OH*, OK, OR, PA, SC, TN, TX, UT, VA, VT, WA, WI, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

*Only available for attorneys admitted for more than two years. For OH CLE credits, only programs recorded within the current calendar year are eligible - contact the CLE department for verification.

**NH attendees must self-determine if a program is eligible for credit and self-report their attendance.

CLE On-Demand Video $297.00

How does this work?

Recorded Event

Includes full event recording plus handouts.

Strafford is an approved provider and self-study CLE credit is available in most states.

AK, AZ, CA, CO, CT, FL, GA, HI, IA, ID, IL, KY, ME, MN, MO, MT, ND, NJ, NM, NY, OR, PA, TN, TX, UT, VT, WA, WV, WY (Note: Some states restrict CLE eligibility based on the age of a program. Refer to our state CLE Map for additional information.)

Strafford will process CLE credit for one person on each recording.

Additional copies of a recording can be purchased at a discount. Please call Strafford Customer Service toll-free at 1-800-926-7926 ext 10 or email to place your order.

Recorded Webinar Download $297.00

How does this work?

Recorded Audio Download (MP3) $297.00

How does this work?


Strafford webinars offer several options for participation: online viewing of speaker-controlled PowerPoint presentations with audio via computer speakers or via phone; or audio only via telephone (download speaker handouts prior to the program).  Please note that our webinars do not feature videos of the presenters.

Program Materials

Requires Adobe Reader 8 or later. Download Acrobat FREE.

Program Materials

Requires Adobe Reader 8 or later. Download Acrobat FREE.

or call 1-800-926-7926

CLE Credits

Many states grant CLE credits for on-demand streaming audio programs and recorded events. Our programs are pre-approved in many states. Refer to our state CLE map for state-specific information.

or call 1-800-926-7926

Customer Reviews

I appreciated that there was a great deal of current case law on the subject and the speakers were concise and informative.

Thomas G. Mancuso

Haskell Slaughter

The content of the program was extremely relevant to my current practice.

Alissa Mafrice

Katten Muchin Rosenman

The program covered a fair amount of material in a short time period.

Dawn Sharff

Bradley Arant Boult Cummings

The order of the presentation was good and helpful and discussion of key concepts was excellent.

Richard Maloney


I appreciated that the program addressed real issues that arise on a weekly basis in my practice.

John Galloway

Butler Snow Firm

or call 1-800-926-7926

Real Estate Law Advisory Board

David A. Barksdale


Ballard Spahr

Jacob Bart


Stroock & Stroock & Lavan

Brian W. Blaesser


Robinson & Cole

Ronald B. Grais


Sugar Felsenthal Grais & Hammer

Ren R. Hayhurst


Bryan Cave

Thomas C. Homburger

Of Counsel

K&L Gates

Susan C. Tarnower


Kilpatrick Townsend & Stockton

Clark T. Thiel


Pillsbury Winthrop Shaw Pittman

or call 1-800-926-7926

Our Guarantee

Strafford webinars are backed by our 100% Unconditional Money-Back Guarantee: if you are not satisfied with any of our products, simply let us know and get a full refund. For more information regarding complaints and refunds, please contact us at 1-800-926-7926 ext 10. Complaints regarding this program can be submitted via the course evaluation found in the “Thank you” e-mail at the end of the course.