The operators who close fastest aren't the ones with the best businesses. They're the ones who come in organized.
I've been in originations long enough to know that deal velocity — how fast a sale-leaseback moves from first call to closing — is almost entirely determined by one factor: how prepared the operator is when the conversation starts.
Not the business's financial performance. Not the property value. Operator preparation.
A strong business whose owner can't produce three years of unit-level P&Ls will take 90 days to close. An equally strong business whose owner has organized financials and knows their numbers will close in 35. The underlying business is the same. The preparation is different.
Here's exactly what to prepare — and why each piece matters.
The financial package: what it is and isn't
A financial package for a sale-leaseback conversation is not a presentation. It's not a pitch deck. It's not an executive summary that leads with your best numbers.
It's documentation. The specific, organized set of financial statements and business records that allow a buyer to independently verify that your business performs the way you say it does. The goal is completeness and accuracy, not optics.
An operator who presents polished materials that don't reconcile to underlying tax returns is an operator who creates work for the buyer's team — and delays the deal — while also creating credibility questions. An operator who presents raw, unpolished documents that are complete and accurate is an operator the buyer can work with efficiently.
Document 1: Three years of business tax returns (entity level)
The tax return is the baseline. It's the document that your accountant prepared, your banker reviewed, and the IRS accepted. When a sale-leaseback buyer receives a P&L that doesn't reconcile to the underlying tax return, the discrepancy becomes the first question — and it's a question that slows everything down.
Pull your entity-level tax returns for the past three tax years. If you're operating through multiple entities (a common structure for multi-unit operators), pull returns for each entity that generates revenue from the properties you're discussing.
What to watch: Some operators run multiple expense categories through the entity that owns the real estate rather than through the operating entity. (Owner-paid health insurance, auto expenses, personal charges that flow through the business.) These are add-backs that affect the EBITDA calculation. Know what they are and be ready to explain them — the buyer will find them, and the explanation is better coming from you first.
Document 2: Unit-level P&L statements, three years with monthly detail
This is the most important document in the package, and the one most operators have to work to produce.
The unit-level P&L is a profit and loss statement for each individual location — not the consolidated entity, but each store, each clinic, each unit. It shows revenue, cost of goods, labor, occupancy, and other operating expenses for that specific location, resulting in a store-level EBITDA.
Why monthly detail? Because monthly data tells the story the annual summary hides. A QSR with strong Q2 and Q3 performance and weak Q1 and Q4 has a seasonal pattern. A medical clinic with a spike in one month because of an insurance settlement has a one-time item. Monthly data lets the buyer confirm that the trailing twelve months they're underwriting is representative of the business's normal pattern — not the result of an outlier period.
What to watch: If your accounting system produces consolidated financials but not unit-level P&Ls, this is the moment to produce them. Your accountant can disaggregate revenue and expenses by location if you've been coding transactions by location. If you haven't been doing that, the disaggregation process takes time — start early.
Document 3: Trailing 12-month P&L, current through last month
In addition to the three-year history, buyers want to see the most current 12 months of performance. This is the period being underwritten for coverage purposes.
If the trailing 12 months ends October 31, provide a P&L through October 31. Don't wait for the calendar year to close. A buyer who receives a year-end P&L in March is looking at data that's already four months old.
What to watch: The trailing 12-month P&L should tie to the tax returns for the overlapping periods. If your fiscal year ends in December and you're providing a trailing 12-month P&L through September, the nine months of overlap should reconcile to your most recent return. If they don't, know why.
Document 4: Property information
For each property you're discussing, gather:
- Property address and legal description (available from your deed or title insurance policy)
- Year built and approximate square footage
- Current condition notes — anything notable about the physical condition of the building, deferred maintenance items, known issues with roof, HVAC, or major systems
- Any existing environmental assessments or appraisals (provide if available — the buyer will commission their own, but existing reports accelerate the diligence timeline)
- Existing mortgage or loan documents — lender name, outstanding balance, maturity date, prepayment terms
The prepayment terms are particularly important if there's an existing SBA or conventional mortgage. Some loans have prepayment penalties that affect the net proceeds of the sale-leaseback. Know the number before you're in a conversation about it.
Document 5: Business legal documents
- Operating entity formation documents (articles of incorporation or organization, operating agreement for LLCs, bylaws for corporations)
- Franchise agreement, if applicable — specifically the real property provisions
- Any existing leases on the property (ground leases, subleases, cell tower leases)
- Any material contracts tied to the location (equipment leases, vendor agreements with real estate provisions)
The franchise agreement is the one operators most often forget to pull. If your franchise agreement has a right of first refusal, a lease approval requirement, or a consent-to-sale provision, the buyer needs to know about it before the LOI is executed — not three weeks into diligence.
How to organize it
Create a shared folder — Google Drive, Dropbox, whatever your team uses — with one subfolder per property and one general folder for entity-level documents. Label files clearly: "2023 Entity Tax Return," "Location 2 - Unit P&L 2022-2024," "Property Addresses and Conditions."
When the buyer sends a diligence request checklist (which happens in week one after LOI), you want to be able to share each item by pointing to the folder. "Document 3 on your list is in the 'Financials' folder, filed as '2024 Trailing 12 Unit P&L.'" That's a prepared operator. That's how you close in 35 days.
What to do if you don't have all of this
The most common gap: unit-level P&Ls that have never been formally separated from consolidated financials, or monthly P&L detail that wasn't tracked at the store level.
Neither of these gaps disqualifies the conversation. They add time. If your accounting system has the underlying data by location, your accountant can produce the unit-level statements — usually within 1-2 weeks with proper direction. If your system wasn't set up to track by location, the reconstruction takes longer but is typically doable from POS data, bank statements, and invoice records.
The guidance: don't let document gaps prevent the first call. Have the first call, understand the document requirements, then work with your accountant to produce what's needed. Waiting until your package is perfect before making contact costs you time on the front end that you'd recover on the back end with organized documents.
Have the financial package ready and want to know what Haven would look at? I run the first working session on every deal we look at. Reach out — we can cover the coverage math and the real estate picture in a single 45-minute call.