Buying a Real Estate Agency / Rent Roll
If you are serious about purchasing a Business, it is important to understand the processes and time frames involved.
Buying a Real Estate Agency or Rent Roll
The Seller will be evaluating and qualifying you in terms of your capacity and commitment to complete the transaction, from the moment you receive the Business Sale Information Pack and start negotiating.
Whether the Seller is retiring or selling a one-off parcel of their Rent Roll, they have worked hard at maintaining their Business to their own high expectation and the last thing they are looking for is a Buyer that is going to prolong the process, make the transfer difficult and potentially cause a drop off in the numbers, resulting in a lower purchase price at Settlement.
Before making an offer, to purchase, you must be confident that you are in a position to complete the transaction. This includes, but is not limited to, your ability to secure finance and provide a substantial deposit. You should have spoken to your Accountant and have a high level of Real Estate Industry knowledge and business acumen.
Once your decision to purchase has been made, it is important that you read and understand the Terms and Conditions presented on the Expression of Interest. A Seller’s confidence is established around your negotiations and comprehension of what they have listed for Sale. It is paramount that you ask questions about fundamental terms of the contract, prior to submitting your offer; rather than waiting until the draft contract has been issued. On average, it should take no longer than 1 -2 weeks to negotiate an Expression of Interest that both parties will sign off on.
Whilst the draft contracts are prepared, it is a good idea to ascertain if your Solicitor has specific experience in Real Estate Business / Rent Roll transactions. Solicitors inexperienced in this field can hold up the time it takes to review the Draft Contract as they are not familiar with some of the important terms, for example: Retention dates, multiple settlements, restraint of trade and calculating a purchase price from a fluctuating asset. Occasionally solicitors will require subtle changes to the draft which they will communicate with all parties. It should take no longer than 1 – 2 weeks for all parties to be satisfied and execute the Contract.
Due Diligence and Finance are the two major terms that affect a Rent Roll transaction. These conditions have a period range of 14 days, 21 days and up to 30 days. It is quite common for Finance to be slightly longer than Due Diligence as it is dependent on the Financier’s workload, something neither the Buyer nor the Broker have any control over. To avoid frustration of all parties and unnecessary extensions of the contract, it is recommended to speak to your banker and ask them to provide an estimate of the time it will take to approve your Finance.
When conducting the Due Diligence investigations it is important for both the Buyer and Seller to work together in accordance with the contract should be clearly communicated. Availability for arranging time for the Buyer to attend the Seller’s office, which may occur out of business hours. Confidentiality is always one of the biggest concerns for a Seller and the Buyer must always ensure that information, files and data do not leave the premises after their inspection of the files.
Once the Contract becomes unconditional, it is important for both parties to want to achieve the maximum retention of managements. This can be a potentially stressful time and it is vital that you maintain communication with the Seller and your Broker for updates.
As a Buyer, it is best practice to create and provide the Seller, your letter of introduction and agency pack that you intend to use. These documents are an essential part of the transaction to ensure that your Agency is attractive to the Landlords and you do not lose the Managements during the Retention Period. The period between unconditional and first Settlement can vary, but the average is between 14 – 21 days, with the latter being the more conventional choice.
Retention of Existing Employees may have been included in the Contract. After the Contract has been deemed unconditional, you will now have to opportunity to interview all staff listed in the Contract and consider offering employment. It can be beneficial to consider retaining current staff in the Business, as the Landlords and Tenants have built relationships with the Property Managers, and it can assist with retaining Landlords. You may find that some staff may in fact be a hindrance to the business, which is why extensive interviewing is recommended. If the transaction is for the entire business, Sales People can also be interviewed for potential employment.
Settlements A Rent Roll transaction may have some key differences in addition to a standard business sale – one being the possibility of multiple settlement dates. This can occur when key information might be missing for the first settlement date and a second settlement date can allow both parties to finalise the transaction successfully.
Retention period is 90 days from the date of Settlement, which is the industry standard. This is applicable to both First Settlement and Second Settlement. It is important that if you lose a Management in the Retention Period, that you document the loss with written confirmation from the Landlord, in order to claim back monies paid for the Management.
One of the biggest mistakes Buyers and Sellers can make during a transaction, is to go silent and avoid communication because they are unsure of the situation. It is important to acknowledge, that all parties involved have one goal in mind and that is a seamless and fruitful transfer of a Business.
Buying a Real Estate Agency and / or Rent Roll can be complex and take an extended period of time. However, transparency from both parties during negotiation through to the end of Retention can bring success and high returns for everyone involved.
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Deed of Confidentiality & Privacy and Notification of Data Collection Statement can be found at: http://bit.ly/2mkUhIA
Deed of Confidentiality & Privacy and Notification of Data Collection Statement
You or your Company are about to commit to a Deed of Confidentiality as a pre-requisite of Real Estate Dynamics disclosing to you certain Confidential Information. This is a legally enforceable document and if you have any concerns with respect thereto you should seek independent legal advice as to the full meaning and effect of the Deed.
You and your Company:
- Are responsible for any misuse of the Confidential Information by any of your staff, Directors, Partners, Accountants, Legal Practitioners, Bankers or other advisors; and
- May not contact directly any owner, representative or employee of the business or businesses to which the confidential information relates.
Confidential Information is the cornerstone of the commercial undertaking of Real Estate Dynamics. The Confidential Information that will be disclosed after execution of the Deed of Confidentiality has a real value to its business and any intentional or inadvertent distribution, disclosure or use of same is likely to cause immediate and/or accumulative financial loss. Any threatened or actual conduct of such nature will entitle Real Estate Dynamics to seek immediate injunctive relief against you or your Company together with monetary compensation for such breach.
THIS DEED OF CONFIDENTIALITY
is made on this date.
BETWEEN Real Estate Dynamics Pty Ltd ACN 107 701 637 a company incorporated in Queensland and having its registered office at Suite 33/17 Bowen Bridge Road, Herston, Qld, 4006 (the Company) of the First Part
You or your company as entered above (the Confidant) of the second part.
- The Company and the Confidant intend to deliver confidential information pertaining to a business and or enter into negotiations for the sale to the Confidant of a business, or part of the business.
- For the purpose of evaluation by the Confidant of the business, the Confidant has requested that the Company disclose to the Confidant certain information which the Company designates as confidential.
- In consideration of the Company disclosing to the Confidant the confidential information the Confidant has agreed to keep such information confidential.
It Is Agreed As Follows
- ‘Confidential Information’ means all the information passing from the Company to the Confidant from the date of this deed relating to any customer or business represented by the Company, including all property listings, property management information, management techniques and processes, business secrets, know how, techniques, franchise and business structure information, codes of conduct, business and marketing plans, projections, arrangements, leases, financial information, relations with third parties, client information and client lists, strategies, models and the like but excludes all information in the prior possession of the Confidant or which is disclosed or published to the Confidant by a third party by or in circumstances not involving a breach of any of the covenants of this Deed.
- ‘Business Methods’ means in relation to the Company, all proprietary know how, systems, concepts, documents, forms, business processes, transaction formats, management techniques, business secrets, lists, precedents and information relating to each of the foregoing in the Company’s business;
- ‘Restricted Information’ means Confidential Information and Business Methods collectively.
- ‘Purchase Agreement’ means the proposed agreement for the sale of the business or part of the business between the current business owners and the Confidant.
- The Confidant covenants with the Company that the Confidant shall not disclose any Industrial Secret permit it to be disclosed to any person or related corporation whatsoever, except with the prior written consent of the Company, and then only on the basis that its confidentiality and secrecy is strictly preserved by written covenant the terms of which are similar to those contained herein and are approved by the Company. The Company will not unreasonably refuse limited third party disclosure of Confidential Information where same is for the sole and exclusive purpose of the evaluation of the business prior to the Confidant entering into a Purchase Agreement..
- Without limiting the meaning of Clause 5, the Confidant must not in relation to Restricted Information –
- use any process based on the same without the prior consent in writing of the Company; and
- use or disclose to a third party any aspect of the same for the purpose of contacting or contracting with any owner, representative or employee client of the Company or the business or businesses
but may make Confidential Information available to its representatives necessary to evaluate the business, provided the representatives, save the Buyer’s legal practitioner, accountant, partner, co-shareholder, or spouse are disclosed to the Company and he, she or they execute a written covenant as provided for in clause 5.
- Subject to the terms of any further agreement between the parties, the Confidant shall return to the Company all copies of the Restricted Information, no matter how recorded, at the direction of the Company and in addition shall delete all copies of same from every computer and every database wherein same may have been stored.
- In the event of a breach or threatened breach of the terms of this Deed by the Confidant, the Company shall be entitled to an injunction restraining the Confidant from committing any breach of this Deed without showing or proving any actual damage sustained by the Company.
- The obligations of the Confidant under this Deed shall survive the finalization or discontinuance by the Confidant of its evaluation of proposed transaction and any Confidential Information shall, upon the completion of such transaction, thereafter be released from the restrictions herein contained to the extent provided for in the Purchase Agreement.
- The Confidant shall assume responsibility for and indemnify the Company for the actions of its consultants and employees who have access to the Restricted Information and shall ensure that the consultants and employees shall be similarly bound by the obligations created under this Deed.
- This Deed shall not be construed as granting to the Confidant any licence or other rights relating to the business or the Restricted Information except as expressly provided in this Deed or specifically agreed to by the parties in writing.
- The parties consent to the submission and receipt of written information by electronic communication including via website generation and email and agree that such means are reliable and appropriate for the purposes of this Deed and in respect of correspondence, notices and documents comprised in the proposed transaction and that same allows for such information to be readily accessible for subsequent reference.
- The parties consent to electronic communication including via website generation and email in lieu of their personal signature or that of their director, manager or agent, and agree that:
- a website generated communication shall be deemed to be given by or with the authority of the person whose name appears as a party hereto or the transaction to the opposite party;
- an email shall be deemed to be given by or with the authority of the person specified therein as sender to the person specified therein as recipient,
and in both cases:-
- such methods are reliable and appropriate for indicating the intention of the person submitting the communication or sending the email, as the case may be, for the purposes of this Deed and in respect of correspondence, notices and documents comprised in the proposed transaction.
Important Notice to Confidant
Real Estate Dynamics is an agent of the Seller and neither it nor its employees are financial advisors. Real Estate Dynamics does not investigate or make any professional or other judgement in relation to the material supplied by the Seller and as such Real Estate Dynamics does not warrant the veracity or accuracy of the Confidential Information. The Confidant must satisfy itself and conduct its own enquiries in relation to all of the Confidential Information supplied pursuant to this Agreement.
Privacy and Notification of Data Collection Statement
Our organisation and obligations
Real Estate Dynamics Pty Ltd ACN 107 701 637 (“Real Estate Dynamics”) is a leading entity providing the Real Estate Industry with a diverse range of services and products. We are bound by the Privacy Act and Australian Privacy Principles (APPs). The APPs regulate the way we handle personal information. The Privacy Act does not apply to handling of information that is not related to individuals such as information about corporations.
- Real Estate Dynamics collects your personal information so that we can perform our various functions and activities. Real Estate Dynamics also collects your personal information if the law requires us to collect it.
- To access our products or services or for employment, Real Estate Dynamics may collect and hold information from you or your associated corporation such as your name, address, telephone number, email address, credit card and bank account details, date of birth and place of work.
- If Real Estate Dynamics does not collect all or some of your personal information, we may not be able to assist or provide you with a product or service eg brokerage services, provide support or a service under a Licence or Service Agreement, deliver training or industry products or employ you.
- Real Estate Dynamics collects most personal information directly from you or the corporation you are associated with such as your past or current Employer or Franchisor. As examples, you or the organisation provide us with your information by various methods such as in person, fill in a form, deal with us over the telephone, send us a letter, email or text message, use our website or social media, give us your business card or contact details at conferences, Trade Exhibits, events or meetings or by various other methods of engagement. Other data about you may be collected from public information such as websites, social media, Australian Securities & Investment Commission (ASIC), Government Departments eg Fair Trading’s Licence Check webpage.
- Sensitive information is not collected unless you give the information to us and require us to know the information.
Use of data
We may use and disclose personal information we collect about you for several purposes including:
- to consider your request for a product or service
- to enable us to provide a product or service requested and tell you about other products and services that may interest you
- to identify you
- for employment processes
- direct marketing
- to assist in arrangements with other organisations in relation to promotion or provision of a product or service
- to manage systems and perform other administrative and operational tasks, including risk management, system development and testing, staff training, collecting debts and market or customer satisfaction research related to our functions and activities
- to consider any concerns or complaints you raise against Real Estate Dynamics and/or to manage any legal action between you and Real Estate Dynamics
- to prevent or investigate any actual or suspected fraud, unlawful activity or misconduct; and
- as required by relevant laws, regulations and codes of practice
Real Estate Dynamics may need to disclose your information to a third party as relevant to the particular service or product, function or activity that Real Estate Dynamics performs. Third parties may include but are not limited to: Independent Contractors or Licensees performing functions or services on behalf of Real Estate Dynamics, Financiers, Solicitors, Others as authorised by you eg to contact your employment references, your Superannuation Company, Work Cover, Insurers, other industry and related service providers, Guest Speakers or Trainers presenting at our events you attend, Valuers, Franchisors, Accountants, Receivers, Debt Collectors, as required by a legal Order or by Law eg Australian Taxation Office.
We need your consent before we can use or disclose your information in our marketing. Likewise we need your consent if we need to use your information for a purpose that is not related to the purpose for which we collected your information in the first place as detailed in this Notification. Depending on the circumstances, this consent may be express (for example, you expressly agree to the specific use of your information by ticking a box) or implied by some action you take or do not take (for example, your agreement is implied by the fact that you have agreed to our product terms and conditions which contains information about the use of disclosure).
Access, correction and complaints
Real Estate Dynamics may need to disclose your information to organisations located overseas. These overseas organisations perform a range of technology functions to provide a database storage service and administrative support on behalf of Real Estate Dynamics. These entities are located in the following countries:
When we disclose your information overseas we are required to take measures to ensure your information is treated in accordance with the standards that apply in Australia.
How to contact Real Estate Dynamics
You may contact us by phone on 1300 734 596 or email firstname.lastname@example.org