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.

    Mandates from £50m

    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.
    • 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

    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 £50m. 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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