What is a commercial real estate offering memorandum [guide]

If you’ve been in the commercial real estate business for any length of time, you’ve undoubtedly heard of an offering memorandum (OM). If you’re new to the industry, it’s something you’ll frequently encounter as it is a vital tool for generating interest. A well-crafted OM attracts the attention of the most suitable potential investors or buyers, whereas marketing materials like brochures and flyers are available to the broader investment community.

What is a Commercial Real Estate Offering Memorandum?

A commercial real estate OM is an important document that provides detailed information about a property being offered for sale. It allows potential investors or buyers to evaluate the property’s financial performance, market potential, and suitability for their investment objectives.

The OM also serves as a starting point for conducting due diligence by providing qualified buyers or investors with the necessary information to evaluate the property’s suitability for their investment goals. It is typically shared under a confidentiality agreement.

Why is a Commercial Real Estate Offering Memorandum Important for Your Deal

An offering memorandum is important because it provides the following:

• Detailed Property Information: The OM provides a detailed overview of the property, including its physical characteristics, location, zoning regulation, lease details (if applicable), financial performance, and any potential risks or opportunities associated with the property.
• Financial Analysis: It includes financial data related to the property, such as historical and projected income and expenses, rent rolls, occupancy rates, and potential ROI (return on investment).
• Market Analysis: It provides an analysis of the local real estate market, including supply and demand dynamics, rental rates, vacancy rates, and trends that may impact the property’s value.

Structure of a Commercial Real Estate Offering Memorandum

The structure of a commercial real estate OM can vary depending on the specific property and the preferences of the document’s creator. It generally includes the following sections:

• Executive Summary – gives an overview of the property and its key features.
• Property Description – provides a detailed description of the property, including details such as size, layout, construction type, amenities, and any recent renovations or upgrades.
• Location Analysis – focuses on the property’s location and its advantages, such as proximity to transportation hubs and any future development plans that could impact the property.
• Market Analysis – provides an analysis of the local real estate market, including trends, supply and demand dynamics, rental rates, and vacancy rates.
• Financial Information – details the finances of the property, including historical income and expenses, rent rolls, occupancy rates, and operating costs.
• Lease Analysis – (if the property has existing leases in place) – provides lease agreements, lease terms, tenant profiles, and any potential risks associated with the lease terms.
• Property Management – outlines the property management arrangements, including whether the property is professionally or self-managed, and the management team’s experience.
• Investment Highlights – emphasizes the property’s potential for income generation and capital appreciation.
• Legal and Environmental Considerations – section highlights zoning regulations, environmental assessments, permits, or any pending legal litigation that could affect the property’s value or operations.
• Risk and Mitigation Strategies – identifies and discusses potential commercial real estate investment risks with the property, such as market volatility, tenant turnover, regulatory changes, or environmental issues. It may also outline strategies to mitigate these risks.

The OM also typically includes appendices that provide additional supporting documents, such as property photos, maps, floor plans, legal documents, tenant profiles, or any other relevant information that enhances one’s understanding of the property.

How to Write a Commercial Real Estate Offering Memorandum

The goal of writing a commercial real estate OM is to effectively communicate the value and investment potential of the property to potential buyers or investors. To accomplish that, follow these five best practices when writing your OM:

Know your audience: Understand who will be reading the OM, whether it’s individual investors, institutional buyers, or other real estate professionals.

Highlight unique selling points: These could include location, favorable lease term, or strong tenant profiles.

Conduct thorough market analysis: Provide an accurate assessment of the property’s current conditions and future prospects. Include data on supply and demand dynamics, rental and vacancy rates, and any relative market trends.

Present financial information: Include historical data such as income and expenses, rent rolls, and occupancy rates to help minimize commercial real estate investment mistakes on the buyer’s part.

Use visuals and graphics: Incorporate property photos, maps, and graphs to enhance the visual appeal of the OM.

Remember to maintain a professional tone, edit and proofread your OM before distributing it, and ensure you comply with all regulations, including securities laws, if your OM involves soliciting investment funds.

Action	Description
Know your audience	Identify target audience: Individual investors, institutional buyers, or real estate professionals.
Highlight unique selling points	Include location, lease term, and tenant profiles as unique selling points.
Conduct thorough market analysis	Provide accurate assessment of property’s current conditions and future prospects. Include data on supply/demand, rental/vacancy rates and market trends.
Present financial information	Incorporate historical data (income, expenses, rent rolls, occupancy rates) to reduce buyer’s investment mistakes.
Use visuals and graphics	Enhance OM’s visual appeal with property photos, maps, and graphs.

Best Practices for Reviewing and Proofreading the Offering Memorandum

Reviewing and proofreading your OM is crucial to ensure accuracy, clarity, and professionalism. Here are some best practices to follow during the review and proofreading process:

• Review for structure and flow: Ensure the information is presented in a logical sequence.
• Check for accuracy: Verify all facts, figures, and data presented in the OM.
• Proofread the document: Proofread for grammar, spelling, and punctuation errors.
• Use clear and concise language: Avoid technical terms and industry jargon that may be unfamiliar to readers.
• Seek input from others: A fresh set of eyes can often catch errors that may have been overlooked.

Once you have reviewed your OM, conduct a final check to ensure that all changes and edits have been implemented correctly and that all references and citations are accurate.

Conclusion

A well-constructed and well-written commercial real estate OM will be very effective in helping the seller market the property to interested investors and buyers. Following these commercial real estate investment tips can help ensure that buyers and sellers are well-suited and that the potential for a successful transaction is increased.