
Institutional Advisory
Real Estate M&A Advisory
Acquirer or seller of a property-owning company or portfolio needing an independent property reading.
Mandates from £50m
Key facts
- In a corporate acquisition you buy the company's history as well as its buildings — including its tax position, contracts and liabilities.
- A share purchase and an asset purchase produce materially different tax and liability outcomes, and the difference is usually priced badly.
- Property-level value in a corporate deal is still decided by covenant, term, capital expenditure and reversion, whatever the corporate wrapper says.
- Latent gains inside a target company are a price adjustment, not a footnote.
- We take no success fee, so our reading of the portfolio does not depend on the transaction completing.
- Institutional mandates from £50m. Private-investor engagements are handled on our advisory track.
Corporate real estate transactions are advised almost entirely by parties paid on completion. The property itself — the thing that actually generates the return — often gets the least independent scrutiny in the room. We review the real estate fundamentals behind a share purchase, portfolio acquisition or corporate disposal, on a fee that does not depend on the deal happening.
What does independent real estate M&A advisory cover?
The property case underneath the corporate transaction: the aggregate income quality, the concentration risk, the capital expenditure liability across the estate, the debt maturity profile, and what the assets are worth if they have to be sold individually rather than as a going concern.
- Asset-by-asset income rebuild rather than a portfolio-level yield
- Concentration mapping across tenant, sector, geography, expiry and debt maturity
- Compliance capex aggregated across the estate with timing and funding
- Break-up value versus going-concern value, tested against realistic buyer depth
- Which warranties and indemnities the property findings should drive
Share purchase or asset purchase — how should that be decided?
By modelling both. A share purchase can transfer latent gains and historic liabilities; an asset purchase can trigger transaction taxes and disturb existing financing. The right answer depends on the target's history, your holding period and your tax position, and it should be settled before price rather than after.
We model the two routes side by side with your tax adviser so the price negotiation reflects the structure actually being used.
What is usually mispriced in a property-company acquisition?
Three things: the capital expenditure needed to keep buildings lettable and compliant, the refinancing cost at the next maturity, and the correlation between assets that look diversified on a map but share one tenant, one sector or one local economy.
Can you act on the sell side?
Yes, in the same way: an independent reading of what the portfolio will withstand under a buyer's diligence, and where the price case is weakest, before it is tested by someone with an incentive to find it. We do not run the process or take a completion fee.
Share purchase versus asset purchase — what changes
| Dimension | Share purchase | Asset purchase |
|---|---|---|
| What transfers | The company, with its history | The buildings only |
| Latent gains | Inherited by the buyer | Crystallised by the seller |
| Historic liabilities | Come with the company | Generally left behind |
| Existing financing | May survive, subject to consent | Usually repaid and replaced |
| Diligence burden | Corporate plus property | Property and title |
Confirm the tax consequences of either route with a qualified UK tax adviser before pricing.
How the review works
- 1
Scope
Buy side or sell side, corporate or portfolio, and the decision date.
- 2
Estate rebuild
Income, capex and covenant modelled asset by asset from source documents.
- 3
Structure comparison
Share and asset routes modelled together with your tax adviser.
- 4
Stress
Break-up value, refinancing and correlated failure tested explicitly.
- 5
Written position
Price, structure and the conditions we would require before exchange.
Request a mandate review
Independent, fee-based and separate from any transaction. Tell us the decision and we will tell you what we would need to review it properly.
Frequently asked questions
Sources
- Corporation Tax rates — GOV.UK
- SDLT rates — GOV.UK
- HM Land Registry Price Paid Data
- Register of Overseas Entities — GOV.UK
Checked 13 August 2026. Tax and regulatory points on this page reflect published HMRC and GOV.UK guidance at the date shown. They are general information, not tax advice — confirm your position with a qualified UK tax adviser before committing capital.
Related reading
- Commercial Property Investment in the UKInstitutional or overseas capital assessing a UK commercial acquisition before committing.
- Independent Commercial Real Estate AdvisoryBuyer looking for advice that is not attached to a transaction fee.
- Property Investment ConsultancyCapital allocator looking for consultancy rather than transaction services.
- Student Accommodation Investment in the UKInstitutional buyer assessing UK PBSA before commitment.
