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Nobody warned me the deposit goes hard on day 31

I've been trying to price out what my first deal actually costs, and a guy I know let me shadow him on a commercial one so I could see the real line items instead of the podcast version.

14,000 square foot industrial flex building, two tenants, one small yard. He tied it up at 1.35 and expected to assign around 1.48. Straightforward on paper.

Here's what it cost him to get to the point where he could even show it to anyone. Fifty thousand earnest, thirty day inspection period, and the money goes non refundable on day 31 whether or not he's found a buyer. Phase 1 environmental, 3,200 and it took eleven days because the firm was backed up. ALTA survey, 4,100. Attorney to review both leases and paper the assignment, another 2,800 by the time it was done. Roof and structural walk, 1,500.

So before a single buyer conversation he's eleven thousand six hundred out of pocket and fifty thousand exposed on a clock he can't move.

The part that actually rearranged my thinking: on the residential side everything I've read is about controlling a property for almost nothing and walking if it doesn't work. That option is priced cheap because the seller has no other buyers and no counsel. This seller had counsel. Counsel wrote the deposit schedule, struck the free assignment language, and required the end buyer to be disclosed and approved before closing. He couldn't hide behind an entity.

He did assign it, at 1.46 rather than 1.48, so he made about 98 after costs. Fine outcome. But I sat in the parking lot afterward doing the math on what happens if the Phase 1 comes back wanting a Phase 2 on day 26.

I don't have fifty thousand to put somewhere I can't reach for a month.

11 replies

Run the actual risk number rather than the fee number. He risked 50k of principal plus 11.6k of spend to make 98k gross, call it 86k net of the diligence, on a roughly 60 day cycle.

That's a fine ratio right up until the first one dies after the deposit goes hard, and then you need a hit rate. If he loses the full 50 one time in five, his expected value per attempt is still positive but his cash requirement isn't. You need to be able to eat the loss twice in a row without stopping, which means the real capital requirement here is closer to 150 than 50.

tally, did he have that money or was it somebody else's? That's the question I'd ask before I copied any part of it.

juniper, a Phase 1 environmental site assessment is a records and site review looking for signs the property might be contaminated. Old fuel tanks, a dry cleaner two doors down, whatever used to be on the dirt before the current building. It's paperwork and a walk, no digging. If it finds something suspicious the recommendation is a Phase 2, which is sampling, and that's where the cost and the timeline jump.

On industrial it's standard and lenders usually require one. An ALTA survey is a detailed survey to a national standard that maps boundaries, easements and encroachments so the title company will insure around them.

tally, day 26 with a Phase 2 recommendation is the exact nightmare. I've seen people negotiate a deposit extension for that reason specifically, and I've seen sellers refuse.

This is the post I needed six months ago. I kept hearing commercial fees are bigger and thinking it was the same game with a bigger number on the end.

It's a different game. The seller has a lawyer. That one fact changes every clause I've gotten used to relying on.

Fifty thousand you can't touch for a month is a different kind of money than fifty thousand in an account. People who've never had money locked up underestimate what it does to your judgment in week three.

So is there a version of this at a smaller size, or is 1.35 basically the floor before the diligence costs eat you? A 400k retail building would still need the survey and probably the Phase 1, and 11.6k against a 25k fee doesn't work.

kestrel, that's the trap. The fixed costs barely scale down. Survey and environmental cost about the same on a 400k building as a 1.4 million one, so the small deals get squeezed out and you end up needing the bigger ones, which need the bigger deposit. Expertise keeps you out at the top and cost keeps you out at the bottom.

My deals are residential, fast and thin, and I've talked myself out of commercial twice now for exactly this reason.

flint's right about fixed costs, though I'd add that on smaller assets some buyers will waive the ALTA and take an existing survey with an affidavit, and some lenders will accept a transaction screen instead of a full Phase 1 depending on the property history. Those are lender and title company decisions, and they vary, so anyone counting on it should get it confirmed in writing before they sign anything with a deposit schedule.

Doesn't rescue a 400k deal. Might rescue an 800k one.

The 1,500 roof and structural walk is the line I'd have spent more on. On a 14,000 foot flex building I want the slab looked at where the forklifts run and I want somebody on the roof who'll tell me the age of the membrane rather than that it looks serviceable.

I've seen a fifteen hundred dollar report miss ninety thousand dollars of roof. The buyer's inspector found it later and the price moved.

What happened to the yard in the underwriting? Small yard on an industrial flex can be worth real money if it's fenced and usable for outdoor storage, and it can be worth nothing if the zoning doesn't allow it or the neighbors have complained before. Depends on the local code, which is genuinely different everywhere.

tally, did he even price it or was it just a bullet on the flyer?

arbor, I'd bet flyer bullet. It usually is.

The thing I keep coming back to in tally's post is the disclosure and approval clause. Seller's counsel required the end buyer named and approved before closing. That means the seller sees the assignment price, or at least can work it out, and I've watched a seller get to that page and decide to renegotiate on the spot. He didn't have that leverage legally, he just had it emotionally, and it cost the wholesaler two weeks and a chunk of the spread.

98 on that deal after all that. He earned it.