Real Estate Expert: The Rising Dealership 'Sale-Leaseback' Market

If you are selling the real estate in a sale-ease-back transaction today, you have the immediate access to that capital to be able to reinvest it into that business. You know, maybe it's growing and buying another point nearby, or maybe it's reinvesting that capital back into the business and seeing an improvement in performance in the short term, right? So that when you go and you're selling the enterprise later on, assuming there's improved performance there, the blue sky multiple on a greater figure is going to yield a greater proceeds figure.

如果你今天通过售后回租交易出售房地产，你能够立即获得那笔资金并重新投资到业务中。比如说，可能是用来扩展业务和购买附近的另一个点，或者把这笔资金重新投资到现有业务中，从而在短期内提升业务表现，对吗？这样，当你以后准备出售整个企业的时候，假设业务表现已经改善了，那么更高的蓝天倍数（估值倍数）会带来更高的收益。

Today, I'm excited to speak with Mark Pamella, Vice President at SAB Capital, a commercial real estate firm specializing in sale-ease-backs of car dealerships. We discussed a massive $30 billion market hiding under car lots, along with deal-ship real estate tax hacks and much more. A big thank you to our sponsors for making today's episode possible. Open Lane, Cars Commerce, Mark Pamella on the CDG podcast.

今天，我很高兴能与SAB Capital商业房地产公司负责回租车行副总裁马克·帕梅拉进行对话。我们讨论了隐藏在车场下的庞大3000亿美元市场，以及车行房地产的税务技巧等等。非常感谢我们的赞助商使今天的节目成为可能。感谢Open Lane，Cars Commerce，和CDG播客上的马克·帕梅拉。

Mark, welcome. You'll see it is an absolute pleasure to be on the show. Thank you for having me. I'm excited to talk about sale-ease-back with your network, and I'm really looking forward to the conversation. So let's have some fun. Pump the chat real estate valuations are typically our episodes that are very highly anticipated, dive into some esoteric part of the dealership that maybe people don't know so much about, whether it be how reinsurance really works, and salary products, or in this case, real estate, valuation, sale-ease-backs, state of the market. So I'm pumped to talk about that and really offer that insight to our listeners.

马克，欢迎你。你会发现能参与这个节目是件非常愉快的事。谢谢你邀请我。我很兴奋能和你的观众讨论回租售的问题，我真的很期待这次对话。让我们尽情享受吧。市场中的房地产估价通常是我们节目中备受期待的部分，我们会深入探讨一些大家可能不是很了解的经销商领域，比如再保险的实际运作方式和薪资产品，或者像这次的房地产估价、回租售以及市场状况。因此，我非常期待讨论这些内容，并给我们的听众提供宝贵的见解。

So I want to hop right in. Before we get into specifics of dealership real estate, can you give us a very short brief overview of the state of the real estate market today? Happy to do that. So I think when you look at the real estate market as a whole, specifically commercial real estate and net lease and sale-ease-backs, it's not this similar to the car dealership industry where there's massive impact for COVID and there's effectively before and after the pandemic. And the way that the market is working is entirely different in the fallout from that. So it's probably worth taking a walk back to this period of 2021 to 2022, which is between the outbreak of COVID-19 and the beginning of the Fed rate tightening cycle.

好的，我想直接切入正题。在我们深入探讨经销商房地产的具体情况之前，能否请您简要概述一下当前房地产市场的状况？ 很高兴这么做。我认为，当你整体来看房地产市场，特别是商业房地产、净租赁和售后回租时，它与汽车经销行业有不少相似之处，都受到COVID-19疫情的巨大影响，可以说有了疫情前后的区别。而市场运作方式在这之后已经完全不同了。因此，我们可能需要回顾一下从2021年到2022年这段时期，这正是COVID-19爆发与美联储开始加息周期的之间的时间。

This was a great period of time because money was cheap and valuations were high, both as a result of cap rate compression and several years of market rent growth. So at that point in time, the average cap rate for sub-investment-grade credit tenancy, which is the bucket that most card dealers are typically going to fall under, which is your middle market companies of sizable revenue and earnings. And that comes down a little bit, that average cap rate heading into 2022, even towards a sub-6% on average. Then in March of 2022, when the Fed starts its tightening cycle and costs the capital for sale-ease-backs, sponsors increases the transaction velocity in the market. As you compare, 21 and 22 to 23, and the first part of 2024 is of lesser scale. Depending on geography, lease, and credit composition, cap rate yields today are somewhere in the range of 100 basis point higher on average, if not closer to 125, 150 basis point higher than that little point.

这段时间非常好，因为资金成本低，估值高，这两者都是由于资本化率的压缩和多年的市场租金增长造成的。那时候，次级投资级别租约（这类租约通常包括大多数汽车经销商，这些公司属于中等市场公司，具有相当大的收入和盈利）平均资本化率较低。而在进入2022年的时候，这个平均资本化率甚至降到了平均不到6%。然后在2022年3月，当美联储开始其紧缩周期，提高了售后回租的资金成本后，市场中的交易速度加快。相比21年和22年，23年和2024年初的交易量则有所减少。根据地域、租约和信用构成的不同，如今的资本化率收益平均要比当时高出约100个基点，甚至可能更接近于125到150个基点的增幅。

So let's summarize that for a second. You're saying that today cap rates on dealership properties, or you're saying all commercial real estate. Across the board, and it's directly related to the cost of capital for some of these real estate investors financing their acquisitions. Yeah. I have a bunch of questions on valuations and specifically dealership real estate. Before we get into that, just want to table set. What do you do? Can you explain to the audience, what do you do at SAB? What is your role really comprised of today? So SAB capital is a commercial real estate investment sales firm. We're primarily focused on sale lease back in NetLease, which is my area of focus and what we're going to be most relevant today. We've got a team internally that's focused exclusively on 1031 exchange representation. We can talk about that.

那我们先总结一下。你是说现在经销商地产的资本化率，或者你是说所有的商业地产。总体而言，这直接与一些房地产投资者为其收购融资的资本成本有关。对吧。对于估价，特别是经销商房地产，我有很多问题。在进入这些问题之前，让我们先理清一下。你在SAB是做什么的？你能解释一下你在SAB的工作内容吗？SAB资本是一家专注于商业房地产投资销售的公司。我们主要关注销售回租和净租赁，这正是我关注的领域，也是今天最相关的内容。我们内部还有一个团队专门负责1031交换的业务代表。我们可以谈谈这个。

And then we've got some other arms within the company that are focused on affordable housing, Brooklyn area, commercial properties, and a debt brokerage group as well. In 2023, we closed over half a billion dollars in transactions. The clients and the industries that we work with on the sale lease back side of things are auto dealers, of course, other auto related businesses like car washes and collision centers, gas and sea stores, gyms, restaurants, childcare, manufacturing medical offices. That's the name of a few.

我们公司还涉及其他几个领域，包括经济适用房、布鲁克林地区的商业地产，以及一个债务经纪团队。2023年，我们完成了超过5亿美元的交易。在售后回租方面，我们的客户和所涉行业包括汽车经销商、汽车相关业务如洗车和碰撞修理中心、加油站和便利店、健身房、餐厅、托儿所、制造业以及医疗办公室，仅举几例。

So the sale lease back landscape is massive, but call it broadly center based businesses. Any business that operates to provide a service or create a product that relies upon a real estate footprint to grow their business. What has driven to rise in dealership sale lease backs? You know, before you even that, let's just define what this even means. Like can you give us the spark notes definition for anyone that does it and not familiar with the term, what is a sale lease back? Because I want to talk about what is driven to rise in this industry and then get into the economics.

所以，售后回租市场非常庞大，但大致上集中在那些基于实体店面的企业。任何依赖房地产业务来提供服务或制造产品的公司，都可能参与这种模式。那么，是什么推动了经销商售后回租的兴起？在讨论这个之前，我们先来定义一下什么是售后回租。可以给我们提供一个简单易懂的解释吗？因为我想先谈谈这一行业兴起的原因，然后再讨论其经济方面的内容。

Sure, absolutely. So sale lease back is an alternative financing solution and it functions as a debt and equity substitute for businesses. Again, that I mentioned exists to make products and provide services. So mechanically, you're selling owned or controlled real estate and you're maintaining operational control of that real estate by leasing it back from an investor for a long period of time. So most typically it's a 15 or 20 year lease where you're with several tenant options to extend. So you've got control over this real estate for a period of 40, 50 plus years in total. Given that real estate ownership is not core to most businesses and particularly dealerships, owning the real estate is not core to selling cars. It's a great tool that extends a significant sum of capital.

当然，没问题。所以售后回租是一种替代融资方案，它可以作为企业的债务和股权替代品。再说一遍，我刚才提到，这存在是为了生产产品和提供服务。从操作上讲，你将拥有或控制的房地产出售，然后通过长时间租赁方式从投资者那里租回这些房地产，从而保持对房地产的运营控制。通常情况下，这是一份15年或20年的租约，并附带几个租户延长期选项。这样你可以在总计40年、50年甚至更长的时间内，保持对这些房地产的控制。鉴于房地产所有权对于大多数企业来说并非核心业务，特别是对于汽车经销商而言，拥有房地产并不是卖车的核心。售后回租是一种可以释放大量资本的很好的工具。

We'll get 100% to 150% plus LTV financing on real estate. Most typically that's without personal recourse, without covenants and without taking on a capital partner that's going to dilute the operating entity. It's a massive market. It's a 30 plus billion dollar market. I said there's been a boom in the sale lease back in the industry. I've personally witnessed this. I've noticed a rise over the last couple of years. Why are dealers looking to sell their real estate as a form of financing nowadays? What has changed? Is it simply the fact that cap rates, that valuations went up and so there's more liquidity potential or is there other things are missing? What has changed that has really enticed dealers to at least explore this form of financing if they want to grow or whatever?

我们将获得100%到150%的房地产融资。这种融资通常没有个人追索权、没有契约限制，也不需要引入会稀释经营实体的资本合伙人。这是一个庞大的市场，规模超过300亿美元。我提到过，行业内销售回租的市场正在蓬勃发展。我亲眼见证了这一趋势，并注意到在过去几年中这种形式有所增加。为什么经销商现在会选择出售他们的房地产来作为融资手段？发生了什么变化？是因为资本化率和估值上升，从而带来了更多的流动资金潜力，还是有其他原因我们没有注意到？究竟是什么变化吸引了经销商至少去探索这种融资方式，无论是为了增长还是其他目的？

Sure. I mean, one piece of it is, and I've heard so many people come onto your show and talk about the importance of scale and diversification within their dealership platform. Being out there and active and acquiring other dealerships as they come up for sale is of great importance to a lot of dealers out there. That's a piece of it. I think if you are tracking some of the data that some of these great buy sell groups, I know you've had Hagon here a bunch of times and Alan listening to those episodes is great. Hey, it was on last week and it was on today. So the last year, I think you had 400 plus buy sell transactions that occurred and Q1 of this year is in excess of 150. So a lot of this M&A activity is important for fueling sale-lease-back transactions because nature of the access to capital.

当然。我是说，这其中的一部分是，我听过很多人在你的节目中谈论其经销平台中规模和多样化的重要性。积极寻找并收购其他出售中的经销商对于很多经销商来说是非常重要的。这是其中的一部分。我认为，如果你追踪一些由这些优秀的买卖集团提供的数据，我知道你已经多次邀请Hagon来节目，还有Alan，听这些节目的确很有帮助。上周以及今天，他们都在节目中提到了。所以在过去的一年里，你提到的买卖交易超过了400笔，而今年第一季度就已经超过了150笔。这些并购活动对于推动售后回租交易非常重要，因为这与资本的获取方式有关。

As I mentioned, if we're talking 100% plus, LTV financing on the real estate, you're financing a massive portion of the acquisition and you can stay liquid and maintain the ability to recycle capital and continue growing via acquisitions or development, whatever comes up. I think that industry consolidation has been one of the big accelerants for sale-lease-backs as dealers are looking to scale more and in addition to, I guess, retained earnings or other forms of financing that are tapping the real estate to buy more dealerships pretty much. 100%. Yeah. Got it. So tell us more a little bit. I want to talk about the behind the scenes of dealership real estate and then I want to talk about how you actually work with dealers and what really happens behind the scenes. Let's just start on the dealership side.

正如我提到的，如果我们讨论的是超过100%贷款价值比（LTV）的房地产融资，这意味着你为收购融资了大部分资金，这样你可以保持流动性并拥有循环资本的能力，继续通过收购或开发等方式增长。我认为行业整合是售后回租（sale-lease-backs）加速发展的一个重要因素，因为经销商希望扩大规模，除了留存收益或其他形式的融资外，他们还利用房地产来购买更多的经销店。完全明白了。那么请你详细说说吧。我想了解一下经销商房地产的幕后情况，然后再谈谈你怎样与经销商合作以及背后实际发生的事情。我们就从经销商方面开始聊起吧。

What is a dealer nowadays paying on average rent or mortgage as a percentage of sales? Do you have any metrics that you can share with us like that? As a percentage of sales, I mean, we're not typically tracking it that way, but I will say if we're structuring a sale-lease-back offering for a client who's an auto dealer, the most important thing, and this is for everybody involved. It's for us, it's for the dealership, and it's for the real estate investor that is coming in and acquiring this real estate. They want to make sure that the business is going to be profitable. The is incentivized by the dealership remaining profitable long-term. One metric that we might look at is a rent coverage, which is we'll take earnings and how many times can you afford this rent figure with historical earnings?

现在，作为销售额的百分比，汽车经销商平均支付多少租金或抵押贷款？你有类似的指标可以分享给我们吗？关于作为销售额的百分比这个问题，我们通常不会这样追踪，但如果我们为客户（像是汽车经销商）设计一个售后回租方案，有一件最重要的事情，这对所有参与方都是重要的。无论是我们、经销商，还是购买这块房地产的房地产投资者，他们都想确保业务能够盈利。这对长期保持盈利的经销商来说是个激励措施。我们可能会参考的一个指标是租金覆盖率，也就是看企业的收益能够支付多少次租金，再结合历史收益来评估。

I assume the past is indicative of future performance. It depends based off of what the proforma is on a go-forward basis for the dealerships financials. It depends on the particular real estate investor, how comfortable they might be with a tighter rent coverage or a higher rent figure relative to earnings. There's a lot of factors that go into it, but most typically we'll structure transactions that are in excess of two and a half times rent coverage and as much as four to five times coverage.

我假设过去的表现可以预示未来的表现。这取决于汽车经销商未来财务预测的情况。这也取决于具体的房地产投资者，他们对较低的租金保障或相对于收入较高的租金数额有多大把握。有很多因素会影响这个决定，但通常我们会安排租金保障超过2.5倍，甚至高达4到5倍的交易。

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通过全国范围内的严肃买家网络，在Openlane上挂牌的车辆平均不到一天就能售出。如果您是Openlane的新用户，现在注册即可获得350美元的购买费信用。了解更多信息，请访问openlane.com或点击下面的节目备注中的链接。

Are you targeting any specific regions of the country, any specific franchises? And more specifically, I would say, are there any specific areas that you're seeing more appreciation, right? Do we are we expecting that at Toyota stores, like super safe and secure? And so you're just going to pay more for that. Like, give us a little bit more behind the scenes of kind of your thought process. I'll break this out into geography, and I'll break this out into, you know, brand, right? So like, if you're looking at Toyota relative to Stellantis right now, dealers are going to be much more excited about an acquisition opportunity that flies a Toyota flag than a Stellantis flag. Personally, I'm seeing a lot more, you know, dealer acquisitions that are of Stellantis points rather than Toyota. And the Toyota ones are, you know, going to transact a lot quicker and at a greater blue sky multiple.

你们是否瞄准了国家的特定地区，或某些特定的品牌？更具体地说，你们是否在某些特定区域看到了更多的增值机会？比如，我们是否预计在丰田门店会比较稳妥安全，因此需要支付更多费用？能否向我们稍微透露一下你们的思考过程？ 我将这个问题拆分为地理位置和品牌两个部分来回答。如果你现在看丰田相对于 Stellantis 来说，经销商们对挂丰田标志的收购机会会比 Stellantis 标志的收购机会更感兴趣。就我个人观察，现在有更多关于 Stellantis 网点的经销商收购，而丰田的收购会更快成交，并且蓝天倍数更高。

You know, when you look at that, right, if that multiple for the enterprise acquisition is greater, then the it is less additive relatively for that dealer to execute a sale lease back. That's not to say that it is not, you know, impactful in financing the acquisition. But if you're paying eight times blue sky for a Toyota dealership and we're simultaneously executing on a sale lease back for the real estate at, you know, 13 to 15, 16 times, you know, that delta is less significant. Whereas if this is a Stellantis dealership and you're able to acquire the enterprise at, you know, maybe it's three to four times earnings. And we're executing on that same sale lease back at, you know, 12 to 15 times rent multiples, then it is financing a, you know, that, like that, that multiple arbitrage that exists is so far so much greater. So you're saying that the dealers are benefiting more, the dealers are actually benefiting more from the, you know, less sought after brands because they're just simply getting a bigger spread on what they're paying versus what you would be paying. Is that, is that correct?

你知道吗，当你看这个的时候，如果企业收购的倍数更高，那么对经销商来说，通过售后回租执行销售相对来说贡献就会更小。这并不是说这对融资收购没有影响。但是，如果你以八倍的价格收购一家丰田经销店，同时以13到15、16倍的价格进行房地产的售后回租，那么这个差距就不那么显著了。而如果这是一家Stellantis经销店，你可能以三到四倍的收益收购企业，然后以12到15倍的租金倍数执行同样的售后回租，那么这种融资的倍数套利就会明显得多。所以，你是说经销商从那些不太受欢迎的品牌中获益更多，因为他们支付的价格与我们支付的价格之间的差距更大。是这样吗？

Yeah. And I, like you'll see, we should take a step after a quick second and just say like, you know, it at SAB, it's not our own balance sheet that we're buying this real estate off of. And we're not, you know, acquiring it ourselves. It's, we're acting in a brokerage capacity and acting as a fiduciary and an advisor to auto dealers that are executing on these transactions. So when be us directly that are, they're making these acquisitions, but I think if you, we look at it from the lens of, you know, that, um, that multiple arbitrage again, I think it is significantly, you know, that just that, that delta that exists between, you know, four times blue sky and, and, you know, 13, 14 times rent is greater than eight times versus the same rent multiple. And even if we take that down to a more compressed cap rate or a more significant rent multiple, delta is still less significant for a Toyota brand. But if costs, it all depends on, you know, what is, is most important to, to the dealer involved in the transaction. And that's the way we start off every conversation. It's like, Hey, you know, what is most important to you? Is it limiting cost of capital in this transaction? Is it limiting rent load over, you know, the, the span of the lease? Is it, um, you know, getting the, the greatest proceeds figure, you know, what that's going to do is going to impact cost of capital more than anything else.

好的。像这样，你会看到，我们应该稍稍停一下，然后说，嗯，其实在SAB，我们并不是用自己的资产负债表去购买这些房产，我们也不是自己收购这些房产。我们是以经纪人和受托人的身份，为这些执行交易的汽车经销商提供咨询和代理。所以，并不是我们直接进行这些收购。不过，如果从套利的角度来看，我认为差距是显著的。四倍的蓝天价值（商誉）与13到14倍的租金之间的差距要大于八倍的商誉与相同租金倍数之间的差距。即使我们把这压缩到更低的资本化率或更高的租金倍数，这种差距对于丰田品牌来说仍然不那么显著。但具体费用，还得看对经销商来说，什么是最重要的。这是我们每次对话的起点，就是说，你最看重的是什么？是在这次交易中限制资本成本吗？还是在租赁期内限制租金？或者说是获得最大的收益？这些选择都会显著影响到资本成本。

Do you find it tough to value these properties, right? The dealership real estate is so core to the operation. It's tied hand in hand. And the dealership to the real estate, the real estate to the dealership. And so, and clearly you're in the business of selling cars, the real estate is just bricks. And how, how big is that spread across different regions when it comes to the actual valuation of the real estate, right? I'm, I have to assume that you probably do some local benchmarking, but I would love to hear from you. Like, how do you go about that process? Right? If a, if a dealership property has been owned for 60 years, how are you now defining what it's worth for a sale lease back? Yeah. So part of that process is, um, you know, qualitative and part of that process is quantitative. Quantitatively, like, you know, we want to understand what market rent looks like in that particular geography. We want to understand what, you know, the average cap rate of, of, um, commercial properties transacted in that geography are, um, and we want to take that into consideration.

你觉得对这些房产进行估值很难，对吧？汽车经销商的房地产是运营的核心，它们是密不可分的。经销商与房地产息息相关，房地产也与经销商紧密相连。显然，你们的业务是卖车，房地产只是一些建筑物。那么，在不同地区进行房地产实际估值时，这种差距有多大呢？我得假设你们可能会做一些本地的基准工作，但我想听听你们具体是如何操作的。如果某个经销商的房产已经拥有了60年，你们现在如何确定其作为售后回租的价值？ 这个过程部分是定性的，部分是定量的。从定量的角度看，我们需要了解在特定地理位置上的市场租金情况。我们还需要了解该地区商业地产交易的平均资本化率，并将其纳入考虑范围。

And then the other piece of it, probably the most important piece of it. When you talk about just, you know, purely, uh, you know, proceeds figure in, in evaluation as a whole is, you know, how profitable is the dealership? Because it is, you know, one thing again, that we always have to tie evaluation process back to is, is this rent affordable for the dealer? Is it affordable for them today? Is it affordable for them longterm? Everybody involved in the transaction wants to see them succeed and, um, and be really profitable for a long period of time. So that's, um, you know, a big piece of the, the quantitative part of the analysis. I can define this a little, uh, differently as we go, but, um, you know, the other pieces, like qualitatively, right? Like what brand is this dealership?

然后，还有另一部分，这可能是最重要的一部分。当我们谈到评估整体收益数字时，关键是这家经销店的盈利能力如何。因为在评估过程中，我们始终要考虑的一件事是，这个租金对经销商来说是否负担得起？今天负担得起吗？长期来看他们能负担得起吗？参与交易的所有人都希望他们成功，并且长期盈利。因此，这就是分析中量化部分的一个重要方面。我可以在接下来的内容中再解释得更详细一些，但还有一些其他方面，比如定性分析，对吧？这家经销店属于什么品牌？

Again, like we talked about, um, the difference right now between in, in perception and performance between, you know, Toyota and Stellantis that you're going to see washout in costs as capital. Represented as cap rate. So you're likely to see a more compressed cap rate in an apples to apples comparison. All else remains equal. You're likely to see a more compressed cap rate for a Toyota dealership relative to a Stellantis dealership. So I, I'm going to put my dealer hat on and say, if I met you, I think the first question I'd be in, like, I, I've tried to figure out right away is, does this hurt my brand value, right?

再强调一下我们之前讨论过的内容，目前在感知和表现方面，丰田和Stellantis之间存在差异，这种差异会在成本中反映出来，表现为资本化率。因此，在所有其他条件相同的情况下，你可能会看到丰田经销店的资本化率比Stellantis经销店更加压缩。所以，我要戴上经销商的帽子来说，如果我遇到你，我首先想搞清楚的问题是，这会不会损害我的品牌价值，对吧？

So if I sell my bricks today and then five years later, I decide I want to sell the, the business, the enterprise. I'd have to imagine that you've, you know, studied that or, you know, look back at prior results or anything. Can you just share shed a little light on that side of the world and how selling the real estate impacts the dealership's value long term? Well, I mean, if you look at, um, you know, dealership buy, sell transactions, right? You're, you're buying goodwill and you're buying the real estate. Most typically, that's the most common, right? And real estate is obviously a significant portion of the total valuation or compensation in that transaction. You know, so if you are selling the real estate in a sale, lease back transaction today, you know, you have the immediate access to that capital to be able to reinvest it into that business.

如果我今天卖掉我的房产，然后五年后决定要卖掉整个业务或企业，我得想你们肯定对这种情况做过研究或者回顾过以往的结果。能不能为我解释一下，这种情况对经销商的长期价值有何影响呢？ 嗯，其实如果看看经销商买卖交易，你买的是商誉和房产。这是最常见的情况，而房产显然在整个估值或补偿中占有重要地位。所以，如果你今天通过出售和回租交易出售房产，你可以立即获得资金，这样你就能重新投资于这个业务。

You know, maybe it's, it's growing in buying, uh, you know, another point nearby. Um, or maybe it's reinvesting that capital back into the business and seeing her, uh, an improvement in performance in the short term, right? So that when you go and you're selling that, um, the enterprise later on, you know, assuming there's improved performance there, the blue sky multiple on a greater figure is going to yield a, a greater, uh, proceeds figure and just know that you've already cashed out into, um, so to speak on the real estate, but you know, you've benefited from reinvesting that into the business.

你看，也许这意味着在附近再买一个地点，或者把资本重新投资到业务中，看到短期内业绩的提升。这样，当你以后把企业出售时，假设业绩确实有所提升，那么企业的估值会更高，最终你会获得更多的收益。同时，你已经通过投资房地产获得了一部分收益，但也从重新投资到业务中受益了。

So, so you're basically saying that during a sale of the business, these two pieces are anyways segregated the real estate and the business, which is true. And so it's sort of just, it's mutually exclusive opportunities. And this is just one way to take advantage of the real estate without selling your actual operating business. Yeah. And in one important piece of that, right? Is that in that transaction where, um, you tie the, the sale of the business to the sale of the real estate, to the, to the same acquiring business owner. You're most typically going to value the real estate at a praised value, right? And that appraised value is going to be tied to the utility value of that real estate for that dealer and some function of, you know, local market cops, um, for, for vacant and, and utility value real estate, right?

所以，你基本上是在说，在出售业务的时候，这两部分——房地产和业务——无论如何都是分开的，这是对的。所以它们是互不相关的机会。这只是利用房地产而不出售你实际运营业务的一种方法。对，这里面有一个重要部分是，当你把业务出售与房地产出售绑在同一个买家身上时，房地产通常会按评估价值来估价。这个评估价值会基于该房地产对那个买家的使用价值，以及一些本地市场的比较价等因素。

But if you execute a sale, lease back. When I say you're getting a hundred percent plus LTV for that real estate, you know, that might be as high as a hundred and 50% LTV. That's of appraised value. So you're getting a greater proceeds payout from the real estate via sale, lease back, because now you're valuing it based off of the, the income stream for rent. So now I want to put my accounting hat on. What talked to me about some of the tax consequences. That was always a big consideration for me. You know, obviously real estate taxes is very, very efficient. How does this impact tax consequences? Give us some, give us some insight into that side of the world.

但是，如果你进行售后回租。当我说你获得的贷款价值比（LTV）超过100%时，那可能高达150%的LTV。这是基于评估价值的。所以，通过售后回租，你从房地产中获得了更多的收益，因为现在你是根据租金收入来评估它的价值。现在我想戴上我的会计师帽子。跟我谈谈这个操作的税务后果。这一直是我很关心的问题。你知道，房地产税务非常高效。这个操作会如何影响税务后果？给我们一些这方面的见解。

So I think first and foremost, you know, in the, in the downside of this, right, is that if you sell your real estate, you can no longer depreciate the structure. Uh, the improved structure on your, on your land, right? On a positive note, um, for sale, lease back, right? If you have a conventional commercial mortgage, and you own your real estate, you know, what is deductible there? It's the, the interest expense. Now if you sell that real estate and lease it back, the entirety of your rent payment is now a deductible expense will depend on a case by case basis. Exactly where that washes out between that trade off, but it's, it's comparable.

所以，我认为首先要考虑的是，这件事的负面影响是，如果你卖掉了你的房产，你就不能再对土地上的建筑物进行折旧了。积极的一面是，有关的售后回租如果你有一个传统的商业抵押贷款，并拥有你的房产，你能扣除的是利息费用。而如果你卖掉房产再租回来，现在你的全部租金支付都可以作为可扣除的费用。这将取决于具体情况的比较，但总体上这是可比的。

Do you find that when dealers do this, like, are the, do the facilities go neglected? Or again, I'm, I'm, I'm maintenance when it's suddenly not your, your smiling. I mean, what happens to the facility? I'm sure there's clauses and whatnot, but how does this actually impact the experience from, you know, improvements to the facility suddenly, you know, the, the OEM comes and says, Hey, you need to upgrade your facilities and invest a million dollars. Like how does all that work once you sell the real estate?

你发现当经销商这么做时，设施会被忽视吗？或者说，呃，我说的是维护问题，当这种事情突然不再是你的责任时，你似乎很开心。我是想问，设施会发生什么变化？我确定有一些条款之类的东西，但这个对用户体验的实际影响是什么，比如设施改进方面，当原厂突然要求你升级设施并投资一百万美元时，情况会如何变化？当你卖掉房地产后，这一切又是如何运作的？

99% of the time these days, a sale lease back is executed with an absolute triple net lease. So the, um, the dealership owner, you know, whereas when you own the real estate, you're, you know, you're paying taxes, you're paying, um, you know, for, for maintenance and repairs to the property, uh, you're paying property insurance. With an absolute triple net lease, the dealership continues to maintain those responsibilities and it's, you know, truly passive income for the real estate investor, the sale lease back provider in the transaction. And that's the way to, um, you know, that we're structuring transactions that yield the cheapest cost of capital.

如今，99%的情况下，售后回租交易都是以绝对三净租赁形式执行的。也就是说，经销商的房产所有者，虽然在拥有该房地产时需要支付税款、维护和维修费用以及物业保险，但是在绝对三净租赁下，经销商仍然需要承担这些责任。而对于房地产投资者来说，这些交易真正提供了被动收入。这也是我们通过这种方式来结构交易，从而获得最低资本成本的原因。

Right. I mean, you pay for the convenience of not being required to manage that property. This episode is brought to you by cars commerce. The platform is simplified everything about buying and selling cars, including the quote unquote follow up. Let me explain dealers. Fast and effective follow up is crucial for converting leads in customers. But here's a problem. 40% of shoppers report that they are not getting timely or helpful responses from dealerships. This is a huge problem because your own team could be leading four out of every 10 sales opportunities on the table.

对的。我的意思是，你付钱是为了省去自己管理物业的麻烦。本集节目由“车商平台”赞助。这个平台简化了一切关于买卖汽车的流程，包括所谓的“后续跟进”。让我解释一下，经销商们，快速有效的跟进对将潜在客户转化为实际客户至关重要。但问题是，有40%的购物者反映他们没有得到及时或有帮助的回复。这是一个大问题，因为你的团队可能正在错过每10个销售机会中的4个。

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Inc slash experience or click the link in the show notes below. So so tell us like what regions are popping right now? I mean, where are we seeing where we seeing good action? What's interesting? Like tell us if I was to fly on the wall right now in SAB capital and you're you're a weekly meeting, right? What what's what's top of mind?

请访问体验网页或点击下面节目备注中的链接。那么，告诉我们现在哪些地区比较热门？就是说，我们在哪里看到了好的发展？有什么有趣的事情？比如说，如果我现在在SAB资本的周会中偷听，大家会重点讨论什么内容？

The franchises that we're working with most commonly are, you know, as I mentioned, Stellantis, Ford, Chevy. You know, it seems as though a lot of the dealers that we work with are bringing us acquisition opportunities with those franchises. You know, they're able to buy them at at cheap multiples and, you know, that that arbitrage that exists in a in a sale east back transaction is, you know, most evident.

我们最常合作的品牌，正如我提到的，有Stellantis、福特和雪佛兰。很多和我们合作的经销商都会向我们提供这些品牌的收购机会。他们能够以较低的倍数购买这些品牌，通过售后回租交易，能够最明显地体现出套利机会。

So those are, are, you know, probably some of the most popular franchise they work with geographically. You know, again, given that there is some trade off between what's affordable for the dealer and, and, you know, valuation relative to appraise value to create this growth capital. Sometimes in the secondary and tertiary markets where the appraise value is going to be less if we've got a profitable dealership, you know, that growth capital generated in the transaction may be greater in, in, you know, some of the secondary tertiary markets.

所以，这些可能是他们在不同地区合作的一些最受欢迎的品牌。再说一次，考虑到经销商的经济承受能力和估值与评估价值之间的权衡，为了创造这种增长资本，有时在次级和三级市场中，评估价值会更低。如果我们有一家盈利的经销商，那么在交易中产生的增长资本可能在这些次级和三级市场中会更大。

And there's less pride of ownership for some of those dealers. For the most part in, in, uh, in owning their real estate. Like if you've got trophy real estate and, uh, and fantastic market, like owning that is a whole lot more appealing, uh, for the dealer than a market where finding land is easier to come by. Where it's not as exclusive or unique. Yeah. All right. So Mark, you mentioned earlier that you are not the actual buyer here. Makes sense. Uh, you know, you're an advisor, but who are these buyers typically? Like who's looking for this type of income? And how do you help them value the dealerships? The buyers for these assets are, um, you know, their REITs, both public and private REITs, um, you know, real estate, private equity funds. You've got 1031 exchange capital, which are, um, typically, um, private investors that are leveraging the, uh, IRS code 1031, um, to execute a, a like kind exchange and defer taxes by selling a property and then buying a replacement property.

对于一些经销商来说，拥有房产的自豪感较低。通常，如果你拥有的是一块非常有吸引力的房产，尤其在一个很棒的市场里，那么对经销商来说，这样的房产会更加诱人。而在一个土地比较容易获得的市场，这种吸引力就没有那么强，因为这样的土地并不那么独特或者稀缺。 好，Mark，你之前提到你并不是实际的买家，这点我明白，因为你是顾问。那么，通常这些买家是谁？哪些人会寻找这种类型的收益？你是如何帮助他们评估这些经销商的？ 这些资产的买家主要是房地产投资信托基金（REITs），包括公开和私有的REITs，还有房地产私人股权基金。此外，还有利用美国国税局1031条款进行类似资产交换并延迟纳税的1031交换资本，这些通常是私人投资者，他们通过出售一处房产再购买另一处来实现资产置换并延税。

Um, and then you, you know, you've got private family offices that are well capitalized in groups of that nature as well. Um, and, and how are these assets being valued? But I think it comes down to three main components, uh, which is credit, lease and geography. So, you know, again, like if we isolate each of these three categories, then let's assume all else is equal within the transaction, right? You know, you're going to, um, you know, pay a premium for a dealer with a credit profile of, you know, 20 million in net earnings, then you are a dealership that, you know, has one point and, you know, they're, they're clearing a million dollars a year because, you know, they're, they're going to be, um, better capitalized to be able to afford rent long term. The probability of you receiving those rent payments for a long period of time is going to greater. Um, so credit is an important factor.

呃，还有，你知道的，有一些私人的家族办公室，它们资金充足，还有其他类似的群体。那么，这些资产是如何估值的呢？我认为，这归结于三个主要因素：信用、租赁和地理位置。我们可以分别考虑这三类因素，在交易其他条件相同的情况下。如果一家拥有2000万净收益的经销商，与另一家每年收入100万的经销商相比，你愿意为前者支付溢价，因为前者资金更充足，能长期支付租金。你收到长期租金的可能性会更大。因此，信用是一个重要因素。

How many rooftops they operate? Um, you know, what does each particular dealership involved in the transaction look like? Um, you know, what is the four wall performance of the dealership and how it's read to establish relative to that? Um, you know, the next point is lease. You know, if you've got a strong operator and again, everybody involved in the transaction wants the dealership to succeed long term. You know, you want a, uh, a long term lease with it, with an entirely passive lease, uh, such that you're just cash flowing on the investment as

他们运营多少个屋顶呢？嗯，你知道，每个参与交易的特定经销商情况如何？嗯，你知道，经销商的四壁表现如何，相对于设立标准是怎样的？ 另外，租赁是下一个要点。嗯，如果你有一个强大的经营者，并且交易中的每个人都希望经销商长期成功，你会希望有一个长期租约，完全被动的租赁，这样你就可以从投资中获得现金流。

the, the sale leads back provider. And then the, the last component of, uh, evaluation is geography. And, um, again, you know, each of these three points is going to, um, you know, be most evident and reflected, um, in, in the cap rate of the transaction. So again, that is your, your cost of capitalized. The dealer executing the sale is back. Um, so, you know, that's, that's pretty simple. So it's real estate at the end of the day. You know, so much of it is, uh, you know, a finance tool that's, that's backed by credit that's tied to a lease.

翻译如下： 销售线索来源提供商。然后，最后一个评估的组成部分是地理位置。而且这些方面都会在交易的资本化率中得到最明显的体现。所以，这其实就是你的资本化成本。执行销售的经销商就在后面。所以，这其实很简单。归根结底，这是房地产领域，很多时候它是一种金融工具，由与租赁相关的信用背书。

But, you know, what, what does that particular sub market look like? You know, is this a primary dense infill market or is this, you know, a tertiary, um, you know, geography with 10, 20,000 people within a, you know, a radius of the store, right? And, and that's going to, uh, to differ greatly. But the last piece of geography too is, you know, what to say for investment. This is, I got to be curious what your opinion on this is, right? You'll see like, would you rather buy a, you know, a real estate, invest in property, right? Where you were getting 15 bucks a foot and rent from your tenant, but market is 20 bucks a foot.

但是，你知道，那特定的子市场是什么样子的？你知道，这是一个主要的高密度填充市场，还是一个有一两万人口的第三级地理区域？这会有很大的不同。而最后一个地理因素是，关于投资来说，你怎么看？比如，你会愿意投资一个租金是每平方英尺15美元的房产，而市场租金是每平方英尺20美元的地方吗？

Right. But it's a, it's a market that you're unfamiliar with and as, you know, low population density, or would you rather make the investment into property that was, you know, in a really core dense infill market where, you know, rent on average was 35 bucks a foot, but your tenant is paying 50 bucks a foot. Like what would be a safer investment for you? And that like, you know, it totally depends on some of these other factors. Right. But I just want to, you know, I want the point to come across that, you know, that's where geography beyond, Hey, how desirable is, you know, this, um, one market relative to the other, but like what was actually going on within that sub market and wire elements like market, Redbird square foot, important to determining valuation.

好的。但问题是，这是一个你不熟悉的市场，并且人口密度较低。你是否更愿意投资于一个核心密集区的物业，在那里平均租金是每平方英尺35美元，但你的租户支付了每平方英尺50美元的租金？你觉得哪个投资更安全？这完全取决于一些其他因素。但我要表达的重点是，地理位置不仅是比较一个市场相对于另一个市场的吸引力，还要考虑该子市场内的实际情况，以及像市场租金每平方英尺这样的因素对估值的重要性。

Yeah. I think it depends on the profile of the investor. I mean, I think it's good for the dealer. Obviously, if they're in a better location, better geography, clearly. So they're just going to get better premium on their property. Tell me a little bit more about your outlook for the commercial real estate market and specifically dealerships. What is, look, we know that profitability is declining. We're still way above 2019 levels. That's great. Uh, but profitability is declining now. Investors aren't dumb. They know profitability is declining. Uh, you know that. So like what is happening right now to valuations on a real estate? How are you, how are you getting deals done? Uh, when someone, you know, when people see kind of the state of the market, how are you actually able to get deals across table?

好的。我认为这取决于投资者的类型。我的意思是，我认为这对经销商来说是有利的。显然，如果他们的位置更好，地理位置优越，那么他们的物业就会有更好的溢价。能不能更多地谈谈你对商业房地产市场特别是经销商的看法？我们知道盈利在下降，但仍然远高于2019年的水平，这很好。但是现在盈利确实在下降，投资者也不是傻子，他们知道盈利在下降。嗯，你知道的。那么，目前房地产估值情况如何？在这种市场状况下，你是如何完成交易的？当人们看到市场现状时，你实际上是如何促成交易的？

One of the most important trends is it's so frequently talked about in, in, in our industry, right? And, um, in, in that, you know, the, the cost of capital for, uh, real estate investors financing their acquisitions. Every's got a cost of capital that, that ties into benchmark rates somewhere, right? So a lot of time and effort spent on, um, you know, tracking fed decisions with regards to rate cuts that are upcoming. I think in, in, you know, a month's time we're headed towards a, uh, you know, minimum 25 basis point, um, rate reduction. If we see unemployment figures that are. You know, even modestly greater than the, the July release, then there is a, an increasing possibility that we're headed towards a 50 basis point, uh, rate reduction. If, you know, we, we head towards a, um, you know, rate cuts in a, in a, a lower interest rate environment that should benefit, um, you know, the entire commercial real estate market. I don't think we see that immediately in, um, in cap rate compression, but we will see an uptick in, in transaction velocity in the market as a whole.

其中一个最重要的趋势在我们的行业中经常被讨论，那就是房地产投资者为收购融资的资本成本。每个人都有一个与基准利率相关的资本成本。因此，我们花了大量时间和精力追踪美联储关于即将到来的降息决定。我认为，在接下来一个月左右的时间里，我们有可能迎来至少25个基点的降息。如果失业率数据即使略高于7月的数据，那么我们可能会迎来50个基点的降息。如果我们进入较低利率环境的降息周期，这将有利于整个商业房地产市场。我不认为这种情况会立即反映在资本化率的压缩上，但我们会看到整个市场交易速度的上升。

Um, Mark Pamella, any closing thoughts? There are a lot of, um, intricacies to the sale, at least back process that. You know, it's hard to cover everything in, in such a short period of time in this podcast. And I, I feel like it's flown by. Um, but I, I just want to note that, um, you know, we're always happy to talk and, um, and share our insight on what's going on in the market and some factors that auto dealers can, can be mindful of and in, um, you know, preparing in, in, in leveraging their real estate portfolio. Now definitely appreciate that. And we'll put the link in the show notes below. So if anyone wants to get in touch with you, uh, or SAB, we'll put the link in the show notes below.

嗯，Mark Pamella，你有什么最后的想法吗？关于销售的流程有很多细节，因为时间有限，很难在这个播客中全部覆盖。我感觉时间过得真快。但是我想说，我们始终乐意交流，分享我们对市场情况的见解，以及一些汽车经销商可以关注和利用他们房地产组合的因素。非常感谢你，我们会在下面的节目注释中放上链接，如果有人想联系你或SAB，我们会在下面的节目注释中放上链接。

This has been super insightful. Mark, thanks for coming on. Thanks, COC. Absolute pleasure. All right. Hope you enjoyed that episode. Please give the podcast a rating. Consider subscribing to the show and check the show notes for links to what we talked about. Thanks for tuning in. I'll see you guys next time.

这真的是非常有启发性。马克，谢谢你来参与。感谢COC。非常高兴。好了，希望你喜欢这期节目。请给我们的播客打个分，考虑订阅我们的节目，并查看节目备注里的相关链接。感谢收听。下次再见。