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Property in M&A transactions

In this conversation, Justin Levine and commercial property expert, Johanna Hammersley discuss selling property owned by a company as part of an M&A process. They explore whether it is typical for property to be sold with the company, the typical issues that can arise in such situations and the complexities of structuring deals involving the sale of property including potential tax implications. They also touch on issues such as occupational leases, raising debt on the target property, dilapidations and environmental concerns. Overall, they emphasise the importance of thorough pre-sale due diligence and clear communication between all parties involved in the transaction. Quick find timeline: 00:00 - Introduction Property in M&A transactions 01:03 - Will a strategic buyer want to buy the property as well as the company? 01:38 - Why might a seller want to retain a property? 02:12 - Occupational leases in a company sale 02:37 - Mechanism options and implications for transfer of freehold property 02:53 - Complications for carving out the property prior to completion 04:23 - Timing is everything! 04:47 - Tax considerations for property in M&A 05:17 - Complications for property owned by pension funds 06:07 - Issues arising on bank finance 06:33 - Potential issues if buyer is raising debt on the target property 08:26 - Review property implications early to avoid delays downstream 09:39 - Delays caused by banks' due diligence 10:18 - Dilapidations and why they are important 10:55 - How schedule of conditions limit your repairing obligation 12:44 - What if dilapidation value in P&L is lower than property valuation? 13:34 - What if property's original condition is unclear? 14:47 - Legislation on environmental issues, EPCs, asbestos 15:06 - CPSE replies to inquiries 17:24 - Heads of Terms considerations on property; breaks, rent reviews, repairing obligations 18:46 - Summary Property in M&A Meet your M&A experts Johanna Hammersley - Senior Associate Solicitor | Commercial Property, Steele Raymond Johanna has significant experience in advising on a wide variety of commercial property work including freehold / leasehold acquisitions, landlord & tenant matters and also specialises in property pension investment transactions. Justin Levine – Managing Director, TheNonExec M&A Boutique Justin leads a boutique exit advisory firm specialising in manufacturing, technology, IT, digital, healthcare, wholesale and distribution markets. With the support of a 15-strong virtual team of analysts and researchers, he helps private business owners with growth and exit strategies.   / justinaclevine   CONTACTS: TheNonExec Limited Contact us to chat about your business exit at https://www.thenonexecutive.com/contact/ Steele Raymond LLP steeleraymond.co.uk