Why the two stacks are different instruments
The operating company clears on SDE or adjusted EBITDA in a size band. The building clears on rent, cap rate, and condition. Burying building value inside an earnings multiple hides a real-estate asset inside a shop story. Buyers who notice will peel it anyway. Buyers who do not notice will fight you later on the peg, the lease, or both.
If you are selling a manufacturing business, decide the landlord question before the teaser. A lease you already live should be written before a buyer invents one. Selling a manufacturing business with real estate is the process sibling. This page will not steal that title.
Federal Reserve G.17 put manufacturing capacity utilization at 76.0% in July 2026 (Source: Fed G.17). A busy cell does not decide whether you keep the deed.
When an SBA buyer can take both
A common path is 7(a) for the company and 504 for the plant, subject to occupancy and eligibility. SBA 504 remains $5 million standard and $5.5 million on a qualifying small-manufacturer project. Occupancy is 51% existing and 60% new construction. Confirm with the CDC. The long 504 box is on plants and heavy equipment.
A buyer who will not occupy cannot use 504 because the CIM called the campus “owner-used.” A sale-leaseback in which you remain landlord is a different product conversation. Write the rent, the term, and the options before exclusivity.
| Decision | What you are selling | What you are not selling | Who confirms |
|---|---|---|---|
| Opco only | Earnings, iron you own, NWC | The deed | Counsel + CPA |
| Opco + dirt | Two instruments in one close | A blended “plant multiple” | Broker + RE professional |
| Sale-leaseback | Opco now, deed later or never | Occupancy folklore | CDC + counsel |
| Keep and lease | A landlord position | Environmental amnesty | EP + landlord counsel |
Environmental work travels with the dirt either way
A Phase I on an All Appropriate Inquiries path still starts the conversation whether you keep or sell the plant. Keeping the building does not erase tanks, pits, or permit facts. Selling the building does not erase the opco buyer’s questions about process history. Read Phase I and Phase II. A recognized environmental condition found after announcement is a restart.
BizBuySell’s 2025 manufacturing median time to close was 223 days (Source: BizBuySell). Adding an unpriced lease or an unscoped Phase I is how that median becomes a year.
How to write the letter so the fork is frozen
The letter should say whether real estate is in, who pays for the Phase I, and what rent looks like if you stay landlord. The FAQ index owns the question. The owner URL owns the cap-rate versus multiple comparison.
What rent language belongs in the letter if you stay landlord?
Write the rent you already live, not the rent a buyer invents to make DSCR work. Write the term, the options, who pays taxes and insurance, and what happens if the opco fails. A lease that starts “fair market” with no method is a second negotiation. A lease that assumes 504 occupancy when you will remain landlord is a product error.
If the buyer will purchase the dirt, freeze who pays for survey, title, and the Phase I. Freeze whether environmental escrows sit on the deed, the opco, or both. A recognized environmental condition found after announcement is a restart whether you meant to keep the building or not. EPA Part 312 does not care which stack you preferred in the teaser.
A landlord who keeps the deed still owns tanks, pits, and permit facts. The opco buyer will still ask. Keeping the building is not environmental amnesty. Selling the building is not a cleanup holiday. Two stacks. Two professionals. One close calendar if someone actually builds one.
Do not bury building value inside SDE because a neighbor “sold the whole campus for one number.” That neighbor may have given the dirt away. Transfer taxes on the real estate are local. This FAQ will not invent a local tax cell. The FAQ index owns the question. The owner URL owns the cap-rate versus multiple comparison.
Many owners sell the operating company and stay landlord. Write the rent you already live before a buyer invents coverage. Occupancy rules on a 504 apply to a buyer who wants the debenture, not to a landlord keeping the deed. Do not let the CIM imply a campus sale you do not intend.
Transfer taxes on the real estate are local. This FAQ will not invent a local tax cell. Environmental work travels with the dirt either way. A Phase I on an AAI path still starts the conversation. Two stacks. Two professionals. One close calendar if someone actually builds one.
If the buyer will occupy and wants both stacks, ask early whether 7(a) plus 504 produces a cleaner close than one blended number. Combined SBA-backed financing can reach $10 million only when both programs fit. Occupancy still applies. A sale-leaseback in which you remain landlord is a different conversation. Write the rent, the term, and the options before exclusivity so DSCR is not invented from a hope.
Jason Taken is a business broker, not a real-estate broker. Educational information only. Confirm title, survey, and tax with the right professionals. After you read the owner URL, book a confidential intro call if the file is real.