Commercial Due Diligence Period

I am currently in the midst of a deal that I am very excited about! Upon settlement, I will have control of a building that is in excess of 217,000 sqft with strong positive cashflow at approximately 80% occupancy. The building is used as a dry storage facility. It does not have any climate control, so the merchandise contained within the building cannot be prone to freezing.

The ultimate plan is to redevelop the property as mixed use residential, office, retail, etc… The building is three stories high and zoned as CBD (Commercial Business District). This is the ideal zoning which will allow the first floor to be comprised of office space and retail allowing the second and third floors to be residential. There is going to be quite a bit of work ahead once we reach closing. My plan is to take ownership and then take a few months to stabilize and get my bearings around the existing revenue generating businesses.

The structure itself is red brick, steel, and concrete with old pine wood flooring. It was used as a manufacturing facility for many years before being converted into the current use. The building materials lend themselves as the perfect canvas for some very unique and elegant feeling apartments. I can easily envision spaces with large industrial style windows, fourteen foot ceilings, exposed brick walls, wood floors, and industrial style HVAC systems. The layout allows for an abundance of light. I feel that the floor plan design could be a little tricky, but I have confidence that a good architect and designer could determine the be utilization of space without sacrificing the historical charm of the building. Of course, I do have a contingency plan of continuing / growing existing storage functions in the event that the redevelopment plans become too cumbersome of a hurdle.

IMG_5360.HEIC (1)

Photo of the inside of the building

Before any of the design plans can get underway, I need to get to closing and ensure that I am making a solid business investment. below are some of the things that I am gathering throughout the course of due diligence.

Contracts:

– Elevator maintenance 

– Snow removal

– Security deposits

– Roof maintenance 

– Trash removal

– Test control

– Hazardous waste removal service

– LP (liquid propane) service


It is extremely important to review any contracts that are currently in place because they will most likely come with the sale of the building; unless there is language stating that they are non-transferrable or contain some sort of cancellation clause. You do not want to get stuck with a bad contract or one that you can’t live with. It is important to review these contracts before the expiration of your due diligence period so that you can negotiate any disagreeable terms with the seller.

IMG_5350.HEIC (1)

Exposed brick walls and natural light

Building / business documents to ask for:

– Leases / operating agreements

– Roof warranty

– Mechanical issues

– Elevator permits

– Environmental consulting (environmental discovery)

– Building and fire code violations (get from municipality)

– Building permits 

– Financial records (ie. aging reports)

– Insurance and declarations page

It is always a good idea to ask for more than what you think that you will need. Carefully review all of the leases for any kind of cancellation clauses, tax agreements, or rent restrictions that may impact your plans following the acquisition. One of the documents listed includes the roof warranty. Was the roof recently installed? If so, it is most likely under some kind of warranty. Make sure that you are persistent with getting this information because roof issues can lead to some extremely crippling expenses.

Aging reports are helpful to gain insight on whether the rents are being paid and which tenants may be trouble for you in the future. Unfortunately, you can’t always trust the seller of a property to provide you with accurate information. Additionally, if you are financing the purchase of the building, then your lender may require you to provide rent payment history reporting. Speaking of financing, ensure that you have a complete list of everything that the lender will need in order to close on the building. You will not want to wait until the days leading up to closing to realize that you’re missing a vital document. This will delay closing and add unnecessary stress to the transaction.

The insurance and declaration page is something new that I have added to the list. The building involved in this particular deal has a very high insurable value. It has made obtaining a policy a little more complicated than usual. I am looking to obtain the contact information and insurance terms under the seller’s current policy. Perhaps the property is currently under insured, which will impact the overall P&L and the CAP. In any case you will always want to make sure that any property that you own is insured properly. Understating the value could have major implications in the event that you ever need to file a claim. You could end up getting nothing from a policy that you had been paying into for years if you’re not honest.

There is a lot involved with the due diligence period. The broker that you are working with should be knowledgeable in the areas of real estate that you are investing in. You may also wish to hire a real estate attorney to help review the leases, contracts, and overall deal. Regardless of who is on your team, I would recommend becoming educated yourself. This will help you to ask the right questions of your team and to ensure that they are qualified. I recommend reading the following book: The Due Diligence Handbook For Commercial Real Estate: A Proven System To Save Time, Money, Headaches And Create Value When Buying Commercial Real Estate. It is available on paper as well as audio and it is a very quick read. Investing an hour of your time could save you thousands of dollars on your investment.

I would love to hear from you about your real estate endeavors. What other information do you ask for during a due diligence period? What went right? What are some opportunities and areas that you will improve before making your next deal?

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