Friday, June 12, 2020

6 Elements of a BEST and FINAL Offer - in a Pandemic!

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Our economic engine in Southern California is starting to rev in anticipation of another race. Witnessed has been renewed activity by occupants seeking locations and investors with dry powder to deploy. There is rumor of distress in some commercial real estate sectors - especially retail and office space. In my world of industrial buildings - not a lot has changed. Certainly - buyers are proceeding cautiously, lenders are squirrelly, and sellers wonder what the post virus values will be. Until recently, no one really new what impact an eleven week business shutdown would impose. I’m pleased to say - at least with my narrow perspective - we’ve not experienced a dramatic tumble of prices. Quite the contrary. On one offering in particular - we had a bidding war! So if asked to dress in your Sunday best - here are the six points to consider.

Price. Maybe your initial offer was your best. Or maybe you’ve a little gas left in your tank. Most sellers these days are focused upon certainty of close. They may be on the heels of a deal cancellation - their buyer didn’t perform - and now they are back on the market. Or they’ve been available for some weeks and have recently reduced their asking price. Regardless - give great thought to the highest you can pay - and close!

Terms. Generally, commercial real estate transactions include a period of time to study the property, accomplish inspections, confirm zoning and use, and potentially secure financing - all as contingencies to moving forward. Unlike residential purchases that carry pre-set time frames - our number of days can vary. Post Covid - times frames to engage consultants and conduct property tours have stretched. Before you commit - talk to your vendors and get an understanding of how quickly they can react. Deposit structure is big. Offer the greatest initial and post contingency amounts you can muster. This will give sellers confidence in your ability.

Source of funds. We saw several deals - that had loan approval pre-virus - sputter at the finish line. In some cases, the culprit was the drain on cash flow caused by Payroll Protection Plan loans. Touted as forgivable - but with a catch - lenders approving building loans must take into account the worst case - that the amounts must be serviced. Buyers relying upon capital partners also received a shock when institutional sources of funding hit the pause button in late March. Anticipate a seller’s concern and confidently “show him the money”!

Qualifications. You want to demonstrate this is not your first rodeo! If you’re an investor - how many other deals have you bought? How familiar are you with the market - therefore rents and selling prices? How competent is your organization? Do you have property mangement or will you rely upon a third party? Generally a buyer that has a need for his operation will nudge out an investor who must rely upon the income.

Challenges foreseen. Will your use be approved by zoning rights or will a lengthy dance ensue? This is the moment to be quite transparent with your seller. Are you concerned the roof may leak? Wondering about access and therefore an easement? What else will preclude you from closing? Is your funding committed?

A surprise at the end. We recently conducted a Best and Final process for a seller. Received were seven offers! We asked for their best shot. Three upped their numbers and one dropped out of the running. Six remained. Akin to an episode of Survivor and based upon certainty, net proceeds, and qualifications - we narrowed the field to three and conducted buyer interviews. ZOOM is good for that. What surprised us was the final kick for one of the buyers. They offered a portion of their deposit to be non-refundable day one! Talk about confidence! But it was a bit too late and the seller opted for another buyer. Frankly, the decision was made on an intangible - gut feel of the seller. I certainly hope they chose wisely!

Allen C. Buchanan, SIOR, is a principal with Lee & Associates Commercial Real Estate Services in Orange. He can be reached at or 714.564.7104. His website is

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