COMMERCIAL REAL ESTATE ADVISORY

Your Business and Your Building, Advised Together

Most advisors treat the building as a footnote. At Icon, commercial real estate is a core deal variable. How you structure the real estate often determines how much you keep at closing.

SCHEDULE A CONVERSATION

THE ICON DIFFERENCE

The Advisor in the Room for Both Conversations

When a business owner sells a company that also owns real estate, two entirely different deals are happening at once. The M&A advisors who only know deals miss the real estate angles. The real estate brokers who only know buildings miss the deal structure. Icon sits at that intersection. That is where the real value gets created or left on the table.

We advise lower middle market business owners across the Southeast on commercial real estate strategy as part of every exit, capital raise, and acquisition engagement. Whether you own a warehouse, an office building, a retail strip, or a manufacturing facility, the building has to be part of the strategy from day one.

WHAT WE COVER

Three Services. One Advisor.

Sell a Business with Real Estate

When real estate is in the deal, the structure options multiply significantly. You can include the property in the business sale, separate and sell them simultaneously, or retain ownership and lease back to the buyer. Each path has different tax treatment, different buyer financing implications, and a different effect on your net proceeds. We model all three before recommending one.

Ideal for: Business owners who own the property their company operates from and want to understand every option before committing to a path.

SBA Acquisition Financing

The difference between a 10-year SBA 7(a) loan and a 25-year SBA 504 loan on a $2M real estate acquisition can mean $35,000 to $45,000 in annual cash flow difference for the buyer. That math directly affects what they can offer you. We help both buyers and sellers understand how SBA financing structures interact with deal value, down payments, and closing timelines.

Ideal for: Sellers wanting to broaden their buyer pool, and buyers who need the right financing structure to make deal economics work.

Sale-Leaseback Advisory

A sale-leaseback lets you sell the real estate, unlock the equity as cash, and continue operating from the same building under a lease. Done correctly, it separates the real estate value from the business value and lets you monetize both without disrupting operations. Done incorrectly, it creates a rent burden that suppresses your EBITDA and makes the business harder to sell.

Ideal for: Owners who want to capture real estate equity before a business exit, or operators who need working capital without selling the company.

WHY IT MATTERS

The Ground Nobody Else Is Standing On

Every other commercial real estate firm in the Southeast writes about finding space, negotiating leases, or managing properties. Every other M&A advisory firm focuses on valuation multiples and deal structure for the operating business. Nobody is positioned to advise on both in the same conversation.

That gap is expensive for business owners. A seller who treats the building as a separate afterthought often leaves 10 to 20 percent of deal value on the table. The purchase price allocation between goodwill and real property affects tax treatment for both parties. The financing structure the buyer uses for the real estate affects what they can bid on the business. These are not separate decisions.

Icon’s lower middle market practice covers businesses between $3M and $50M in revenue, and a significant percentage of those businesses own the real estate they operate from. We have advised on warehouses, office buildings, manufacturing facilities, retail properties, and mixed-use commercial buildings as part of business sales and capital raises.

We know Tennessee’s real estate transfer tax rules. We know how SBA lenders underwrite owner-occupied commercial properties. We know what PE buyers prefer versus individual buyers when real estate is involved. That knowledge base sits inside the same conversation as your M&A advisory. That is the Icon difference.

OUR PROCESS

How Icon Commercial Works

01. Dual Valuation

We value the operating business and the real estate independently before analyzing how they interact. Most owners have no idea what their building is worth on its own until they go through this exercise.

02. Structure Analysis

We model all available structures side by side: combined sale, simultaneous sale, sale-leaseback, and partial interest transfer. We show you the net proceeds and tax implications of each before recommending one.

03. Buyer Targeting

Different buyers have different preferences on the real estate. PE buyers typically prefer the business without the building. SBA buyers often need the real estate included to get 25-year financing terms. We target buyers whose structure preference matches your goals.

04. Price Allocation

How the purchase price is allocated between business goodwill and real property affects taxes for both buyer and seller. We negotiate the allocation as part of the overall deal, not as an afterthought at the closing table.

RESOURCES

Go Deeper on Your Situation

Plain-English guides for business owners navigating commercial real estate decisions as part of a sale, acquisition, or capital raise.

Selling a Business That Owns Its Building: Your Three Options

A plain-English guide to the three structural paths available when your business and your building are both on the table.

SBA 7(a) vs. 504: Which Loan Wins When Real Estate Is in the Deal

The math behind two very different loan programs, and how the choice between them affects what a buyer can offer you at closing.

Sale-Leaseback for Business Owners: When to Keep the Building Instead of Selling It

How a sale-leaseback works, when it makes sense, and the mistakes that turn a smart structure into an EBITDA burden.

TALK TO ICON COMMERCIAL

Ready to Talk Through Your Situation?

The best time to think about the real estate strategy is before you go to market, not after you have a buyer. A 30-minute conversation with Icon can clarify which structure makes the most sense for your situation. No pitch. No pressure. Just a real conversation between operators.