1 - The Property is Removed (de-merged) from the Company Prior to Sale and Rent is Added This is the most common scenario as most business Buyers do not want to buy real estate. An exception can arise if the property is a small office of not much value for example. (The reason is that buying a property takes cash for the deposit (i.e. 25%) and the returns are far less than buying businesses). The Buyer would often prefer that the property is removed from the business prior to the sale. The issue arises that removing the business generally creates a Stamp Duty charge as the property would conventionally be 'sold' to the Seller personally or another Seller company. This tax can be significant so the Seller will want to avoid it. The solution is a 'de-merger' where the property is moved into another company in the group which is then moved or de-merged out of the group. This requires a specialist lawyer and HMRC approval and a certain lead time but is a very common approach. When the property is taken out of the company generally this will create a rent requirement that the company must now pay to the new owner (the Seller personally or his new limited property company). This was a cost that was not on the P&L previously and therefore reduces EBITDA which will likely have an impact on valuation and also on the available cash flow post-sale. So an evaluation must be done about whether the reduction in valuation is offset by the value of the property being taken out to make it worth it so to speak.
2 - The Property is Left In the Business
If the property is left in the business it would seem at first glance that there is nothing to do as it becomes part of the asset base that generates cash flow and the value is reflected in EBITDA and the valuation. However, this is not necessarily the case as often the
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