Portfolios, loan books, and the companies that hold them.
Some real estate is acquired more cleanly as an entity than as a deed. Where that is the case, we structure the transaction, consult the parties who will have to live with it, and close it ourselves.
Not a separate business. A different way in.
Northcap does not run a mergers and acquisitions practice. Corporate transactions are one of the routes by which the existing platforms take a position, used when the asset the firm wants sits inside an entity and acquiring the entity is the more direct path to it.
A portfolio assembled over a decade, a loan book held by a lender that is winding down, an operating company whose value rests in the property it controls — in each case the work that matters is the underwriting the firm already does on real estate. What changes is the wrapper, and the obligations that come with it.
That wrapper is why these transactions are underwritten as acquisitions of liabilities as much as of assets. Where an entity carries exposure the manager believes it cannot price — tax history, litigation, obligations to third parties it cannot see to the bottom of — the firm expects to structure around it or to decline.
Structure, consult, close.
The sequence is fixed. Each phase exists to make the next one survivable, and a transaction that cannot complete one of them does not advance to the next.
- 01
Structure before price
The form of a transaction is settled before the number is. Asset purchase or entity purchase, what is carved out, how consideration is staged, what survives closing and for how long — those terms determine what the firm actually owns on the first morning. A price agreed before the structure is understood is a price agreed on an unknown object.
- 02
Consult everyone who has to live with it
Sellers, management, existing lenders, counsel and tax advisers are engaged before signing rather than after. The purpose is not consensus; it is to surface the objection that would otherwise appear at closing. Where a lender consent, a change-of-control provision or a right of first refusal governs the outcome, we aim to have that conversation while the structure can still absorb the answer.
- 03
Close, then own it
Closing is treated as a step in the underwriting rather than the end of it. Conditions are satisfied in a defined sequence, consideration is released against them, and the acquired assets pass to the same people who underwrote them. What follows closing — servicing, reporting, property management, the retirement of obligations the seller leaves behind — is scoped beforehand, because it is part of the cost of the transaction.
An entity purchase is an asset purchase with history attached.
The history is the part that has to be priced. These requirements are fixed rather than negotiated per transaction, and a deal that needs one of them relaxed does not reach the investment committee.
The underwriting process- Form
- Asset or entity purchase, chosen on what the firm must own rather than on what closes fastest
- Consideration
- Staged against conditions the seller can meet and the manager can verify
- Liabilities
- Identified and, where they can be quantified, carved out, escrowed or priced
- Consents
- Lender, landlord and counterparty consents established as obtainable before signing
- Control
- Governance and decision rights sized so the people underwriting an asset remain accountable for it
- Exit
- Identified at entry — sale, refinancing, or repayment of the underlying position
Every transaction described here is one the firm enters for the vehicles it manages.
Northcap Strategic Advisors LLC acquires as principal, on behalf of funds under its management. The firm does not hold itself out as an adviser to third parties on their own transactions, does not act as an intermediary between buyers and sellers, and does not accept transaction-based compensation for arranging the transactions of others.
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