Real Estate M&A Advisory

    Institutional Advisory

    Real Estate M&A Advisory

    Acquirer or seller of a property-owning company or portfolio needing an independent property reading.

    Scope and fees agreed before instruction

    Request an Independent Purchase Review

    Share the acquisition you are considering. Fees and deliverables are agreed before work starts.

    Add a property link or brief (optional)

    Independent review, not property sourcing or mortgage broking.

    Before offer, exchange or commitment

    What your independent purchase review can cover

    Send a property you have found, its asking price, rent evidence and proposed finance. We agree the questions, evidence, fee and written deliverables before starting. This is a second opinion on the purchase decision — not a listing service, building survey or legal clearance.

    Evidence and missing information

    Check price and rent assumptions against comparable evidence; record what is supplied, unverified or still needed from the seller, surveyor, solicitor or lender.

    Downside and cash commitment

    Separate gross rent from net income. Include voids, repairs, management, compliance, acquisition costs and finance sensitivity; identify the cash buffer needed if assumptions weaken.

    A written decision brief

    Set out the risks, assumptions, questions before commitment and conditions that could change the conclusion. Your agreed scope defines the analysis, exclusions and decision options.

    Bring the questions that could change your offer

    • Single-let: does net income still work after voids, repairs and a refinance?
    • HMO: are room rents, licence conditions, planning position and compliance costs evidenced?
    • Commercial or mixed use: what do lease terms, tenant covenant, breaks, capex and vacancy imply?
    • Portfolio: does this acquisition increase lender, location or tenant concentration?
    • Overseas: are FX, source-of-funds, ownership and UK/home-country tax questions coordinated before commitment?

    Scope first. Fee agreed. No promised return.

    Fees depend on the asset, documents, complexity and depth of review. Request a written scope, fixed deliverables, exclusions and fee before instructing. Missing information can limit conclusions; a review cannot remove market risk or guarantee a successful purchase.

    Solicitors handle legal diligence, surveyors assess condition, and appropriately qualified or authorised professionals provide tax and regulated financial or mortgage advice. We identify questions for those professionals, not replace them.

    By Real Estate Investment Advisor UKPublished Last reviewed Written for UK and international institutional capital

    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.
    • Mandate scope, suitability, fees and specialist responsibilities are confirmed before instruction. No minimum capital threshold is published.

    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

    Share purchase versus asset purchase — what changes
    DimensionShare purchaseAsset purchase
    What transfersThe company, with its historyThe buildings only
    Latent gainsInherited by the buyerCrystallised by the seller
    Historic liabilitiesCome with the companyGenerally left behind
    Existing financingMay survive, subject to consentUsually repaid and replaced
    Diligence burdenCorporate plus propertyProperty and title

    Confirm the tax consequences of either route with a qualified UK tax adviser before pricing.

    How the review works

    1. 1

      Scope

      Buy side or sell side, corporate or portfolio, and the decision date.

    2. 2

      Estate rebuild

      Income, capex and covenant modelled asset by asset from source documents.

    3. 3

      Structure comparison

      Share and asset routes modelled together with your tax adviser.

    4. 4

      Stress

      Break-up value, refinancing and correlated failure tested explicitly.

    5. 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.

    Institutional engagements from an individually agreed scope. Everything shared is treated as confidential.

    Frequently asked questions

    Sources

    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.

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