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

A live 90-minute CLE webinar with interactive Q&A

Thursday, August 3, 2017 (in 11 days)
1:00pm-2:30pm EDT, 10:00am-11:30am PDT

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.

Live Webinar

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This webinar is eligible for at least 1.5 general CLE credits.

CLE credits are not available for PR.

*In KS, OH, PA, for more than 1 attendee on the connection you must contact Strafford CLE via email or call 1-800-926-7926 ext. 35 prior to the program for special instructions.


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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.)

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Customer Reviews

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

Dawn Sharff

Bradley Arant Boult Cummings

I appreciated the 'real world' examples on how a Seller or a Buyer would actually approach a particular rep or warranty issue in today's market.

Jon Yergler

Lowndes Drosdick

It was a very good program with very experienced speakers.

Craig McMahon

Kimball Tirey & St. John

The speakers knew their topics and spoke in practical terms addressing real business risks.

Kenneth J. Clarkson

Sullivan Ward

Very good current, practical and applicable discussion and information provided.

Matthew Moore

Clawson & Staubes

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

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