Partner wants out.

Partner wants out.

Member since 2011 · 9 posts · 0 votes

Two years ago I formed a new incorporation with a partner with the goal of buying multiple properties over the following years. The partner and I own that business 50/50 and now he wants to cash out.

My first reaction was simply, let's sell all of the property and split the remaining cash 50/50. It feels if we do go down this road, I'm going to be leaving cash on the table, so I'm hoping someone has experienced something similar and may have some advice. I'm not really big on selling now, because I was in it for the long-term.

I see two possible strategies:

1) Sell all the property, get hit with capital gains, realtor fees, etc... Dissolve the company.

2) Refinance all the properties and buy his shares in the company. The only issue with this is the mortgage has his and my personal guarantee against our primary residences.

Let's say for example sake, we bought $500,000 of real estate in which we paid 20% down. Our remaining mortgage is now $380,000 and the real estate is worth $540,000. Equity of $160,000, therefore the partner is expecting $80,000 in his pocket minus legal, realtor fees, and capital gains.

Are there any options I'm overlooking? I'm still pretty new at this.

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Rental Property Investor · Mercer Island, WA · Member since 2008 · 22k+ posts · 14k+ votes
14y

I hesitate to ask, but what does your operating agreement say?

Do you have the capacity to refinance the properties fully into your name?

If the OA allows for one partner to force the sale and you cannot refinance (or bring in a replacement partner), I see no choice but to sell. The good news is that after commissions, closing costs and seller concessions, you'll have a loss, not gains. So no capital gains tax.

Bringing in a partner may be problematic, too. One appraisal doesn't mean that's the actual value. You'll end up paying for multiple appraisals. And, exactly how do you account for the costs that would be incurred by a sale? With your numbers, I would expect your partner's cut is about $50K plus the removal of all encumberances from his other properties.

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  • Residential Landlord · Chicago, IL · Member since 2012 · 356 posts · 81 votes
    14y

    Just a couple thoughts:

    Would it make sense to find a replacement for this partner?

    When you (collectively) purchased each property, didn't you expect that the property would be sold for maximum profit - with understanding that if circumstances changed and you needed to liquidate sooner, lesser profit would be accepted?
    - If he is trying to exit the partnership, he should not expect the same

  • Brian BurkePro Member
    Investor · Santa Rosa, CA · Member since 2012 · 2k+ posts · 7k+ votes
    14y

    Did you do a stock buy/sell agreement when you incorporated? If so, the process should already be dictated by that document.

    If not, perhaps he would consider selling his shares to you, at a discounted valuation of course, and finance the acquisition of shares (like a seller carry back but with stock instead of real estate). You could make payments to him from the rental cash flow, with a balloon payment at some point in the future. At that future time, you could do a cash-out refi or sell one of the properties to make the balloon payment.

    The bad part is he can't get off of the loans until you refi. That might be a deal breaker for him.

  • Rental Property Investor · Mercer Island, WA · Member since 2008 · 22k+ posts · 14k+ votes
    14y

    I hesitate to ask, but what does your operating agreement say?

    Do you have the capacity to refinance the properties fully into your name?

    If the OA allows for one partner to force the sale and you cannot refinance (or bring in a replacement partner), I see no choice but to sell. The good news is that after commissions, closing costs and seller concessions, you'll have a loss, not gains. So no capital gains tax.

    Bringing in a partner may be problematic, too. One appraisal doesn't mean that's the actual value. You'll end up paying for multiple appraisals. And, exactly how do you account for the costs that would be incurred by a sale? With your numbers, I would expect your partner's cut is about $50K plus the removal of all encumberances from his other properties.

  • Member since 2011 · 9 posts · 0 votes
    14y

    Awesome feedback everyone. I definitely need to review some of the verbiage on all the documents. Really like the idea that Brian Burke had about buying back the shares at a discounted rate and making payments from the rental cashflow and balloon payments.

  • Investor · Southeast, MI · Member since 2012 · 2k+ posts · 1k+ votes
    14y

    One of my friends bought four houses with another guy. They planned on buying 50 houses. My friend ended up doing everything and his partner did nothing. They ended up hating each other and wanted out. Their situation was different as they had paid cash for these houses. My friend either wanted to buy his partner out or sell to him. They kept throwing numbers at each other. This went on for months. Finally one day, his partner needed cash and accepted an offer.

    I wish you luck on this. The only ship that is guaranteed to sink is a partnerSHIP.

  • Lender · Fort Pierce, FL · Member since 2009 · 825 posts · 486 votes
    14y

    Patrick, this will not help in your situation since you and your partner would have to agree to this at the start.

    One great way of breaking up a partnership when one partner wants out is for Adam to make an offer to Bob for Bob's shares. If Bob refuses Adam's offer, Bob has to buyout Adam for that price.

    On your 50/50 situation with $160,000 in as-is equity, you could offer your partner $50,000 to walk away (and assuming you could refinance to remove your partner from the loans). Your partner either accepts, pays $50,000 to you and walks away OR you have to accept the $50,000 and you walk away.

    You could try it.

  • Foreclosure Specialist · Miami Beach, FL · Member since 2012 · 131 posts · 123 votes
    14y

    Brian Burke and Jon Holdman hit the nail on the head. A lot of the process should be predetermined in your corporate agreement.

    As to the value of his share, just because he has a right to a 50/50 split, that right is guaranteed when there is a mutual agreement to sell. If a partner wants to cash in his share, his value is no longer 50%.

    Why? Because he wants to cash out, he is infringing on your bundle of rights as his other partner. Since the intent was to hold the properties to realize the largest gain and now you are forced to sell, you will be taking a loss on the yield you would have received had you waited until the property matured.

    You need to have either a Certified General Real Estate Appraiser or a Real Estate Accountant determine the value of your partner's share. These people are trained to determine the value of the shares.

  • Member since 2011 · 9 posts · 0 votes
    14y

    Update: Made an offer to the partner. Basically offered lower of what he would walk away with if we sold today on the basis he wants out and I do not. The terms are 45% now, 10% over 12 months and 45% in 12 months. Gives me lots of time.

  • Flipper/Rehabber · Austin, TX · Member since 2009 · 405 posts · 168 votes
    14y

    Also consider going to your bank to get a business line of credit to buy him out.

  • Foreclosure Specialist · Miami, FL · Member since 2011 · 153 posts · 24 votes
    13y

    Another option could be to deed one or two properties to your partner, payoff their share of the mortgage and give him the property as payment. Then it is up to him to go through the trouble to sell it to get out his investment. This would keep you from having to come up with a huge amount of cash now.

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