Hello
I’m in the process of buying a business that operates two “business centers” in the Middle East. For context, these are serviced office facilities that offer private offices, coworking space, meeting rooms, and virtual office services. The business doesn’t own the real estate - it leases large floor spaces, subdivides them, and subleases to tenants.
Here’s how the structure works:
- Headleases:
- One location runs Jan to Dec, with the full year paid upfront in January
- The second location renews every March, with rent paid quarterly
- Security deposits are paid to the landlords for both
- Operating costs (staff, utilities, etc.) are monthly
- Revenue:
- ~90% of tenants pay annual rent upfront (common in the Middle East)
- The remaining ~10% pay semi-annually, quarterly, or monthly
- Tenant lease start dates are spread throughout the year
- Tenant security deposits are collected and returned at lease end
We agreed on a purchase price (3x EBDITA) and are now finalizing terms. However, the seller has suddenly said the business is being sold “as-is”:
- He will not prorate any revenue or expenses
- He keeps all rent collected to date
- He does not expect reimbursement for prepaid expenses (e.g., annual headlease, licenses)
- He keeps all tenant security deposits
He insists this is fair. My broker (who is also the seller broker and has a previous working relationship with the seller) is also saying they’ve “seen deals done this way.” The seller also argues that his past spending on renovations and marketing should be spread over time, and that I’m benefiting from that. My view is that those investments are already reflected in the purchase price - the business is only worth this much because of them. If it were an empty or outdated space, it wouldn’t command these rents. So it feels like I’d be paying for those investments twice.
This doesn’t sit right with me. For example:
- If a tenant paid annual rent in April, I may not see any revenue from that unit for ~11 months after closing, while still covering the headlease and operating costs
- Also, if tenant deposits aren’t transferred, I’m on the hook to return deposits I never received
Am I thinking about this correctly? Is this structure ever considered standard, or is this something that should be reflected in the purchase price/adjustments?
I would appreciate any insight from people who’ve done similar deals.
Thank you.