Converting owned property into capital and a lease obligation.
Esshaki Legal Media TeamCurrent as of February 2026
A company sells its real estate and leases it back, releasing capital while
retaining occupancy.
Economics. Proceeds are a function of the rent and the buyer’s required
return, so a higher rent produces higher proceeds and a higher ongoing
obligation. The trade-off should be modelled against the company’s cost of
capital and its covenant capacity.
Lease terms. Long term, absolute net, with the seller-tenant responsible for
everything including structure and roof. Renewal options, and rent escalations
usually fixed or index-linked.
Accounting and tax. Whether the transaction qualifies as a sale for
accounting purposes depends on the transfer of control, and failed sale
treatment leaves the asset and a financing obligation on the balance sheet.
Repurchase options and certain renewal structures can defeat sale treatment. Tax
treatment turns on whether the transaction is respected as a sale and lease
rather than as a financing.
Credit covenants. Existing lenders frequently restrict asset sales and
sale-leasebacks, and the rent becomes a fixed charge affecting coverage ratios.
Diligence. The buyer underwrites the tenant’s credit as much as the real
estate, so financial disclosure and often a guaranty from the parent are
required.
Environmental and title issues surface, since the property has not been
examined since acquisition.