IBA has an established reputation in the professional advisor community for employing best practices, possessing market leading knowledge & experience, having highly skilled intermediaries, and integrity.  It is not what you do when scrutinized that demonstrates the character of an individual or organization, but what you do when no one is watching.  There are limited real estate industry policemen monitoring business sale transactions to see if the business broker facilitating the deal holds a real estate license.  This is akin to drivers not having insurance when operating a vehicle.  If nothing negative happens, the action will occur with no detrimental harm.  However, if an accident occurs and people are hurt, then the fact a person was on the road without proper insurance can result in pain, suffering, and litigation.

To my consternation, many business brokers, franchised and independent, and mergers & acquisitions intermediaries operating locally and nationally, facilitate transactions in the Pacific Northwest without being real estate licensed in Washington & Oregon.  This action is either an intentionally choice to avoid an administrative, educational, and certification burden or negligent action, if the focus of an organization is to provide the highest caliber representation services possible to its clients.   I believe an early screening question when interviewing a potential business broker for representation by any party wishing to sell or buy a company should be are you a licensed real estate broker in the state where the business is located.  If the party cannot answer in the affirmative, then the election to proceed with that individual should be viewed as identical to getting into a vehicle with an uninsured driver.

IBA, by corporate design, embraces being part of the commercial real estate community.   Every business broker affiliated with IBA is a licensed real estate professional in one or more states.   The President & CEO of IBA, Gregory Kovsky, is a member of the Board of Directors for the Seattle based, Commercial Brokers Association ( https://www.commercialmls.com/) providing perspective to the organization relevant to the purchase & sale of privately held companies and family businesses.  IBA is also an active participant in and supporting sponsor of the CCIM chapters serving Washington (https://ccimwa.com/) and Oregon (https://ccimconnect.memberplanet.com/).  CCIM is home to the most experienced, knowledgeable, and highly skilled commercial real estate brokers working in the United States.   Gregory Kovsky ( https://www.linkedin.com/in/gregory-kovsky-460aab7/_) along with Jessica Beck of Wells Fargo (https://www.linkedin.com/in/jessica–beck/), recently were featured speakers at a CCIM event in Oregon providing a detailed overview of the business opportunity marketplace and how to finance transactions in that space.

The following are six reasons why it is prudent to engage a business brokerage or mergers & acquisitions firm with a team of experienced, knowledgeable, highly skilled commercial real estate brokers as intermediaries to represent their clients.

1. Comprehensive Representation – The sale of a business is a sophisticated, nuanced transaction. The sale of commercial real estate is similarly complicated. It is prudent to have one professional conducting marketing and negotiations related to the sale of the combined business and real estate entity.  Recently, the IBA team has sold an auto service center offering fuel, tire replacement, quick lube, & vehicle wash facilities, a preschool, lumberyard, industrial distributor, grocery, restaurant, gas station/convenience store, electrical contractor, and big box retail store that included both the business and property.
2. Tax Mitigation – IBA is a market leading M&A firm in terms of its knowledge and experience structuring transactions to mitigate taxes. We have yet to find a client seeking to pay more taxes on a sale than less.  Tax mitigation options increase with the sale of real estate.  It is wise to have a broker on your team who possesses the ability to cover topics such as 1031 Exchanges, IRS(C) 453(A) Installment Sales, Delaware Statuary Trusts, and Charitable Remainder Trusts.
3. Resources – One of the items you are purchasing when you sign a listing agreement to sell commercial property is the Rolodex of the real estate broker and their supervising firm. The longer the broker has been in the business and the more transactions they have completed, the larger their network of support professionals.  IBA as the oldest (Completing our first transaction in 1975), largest business brokerage/commercial real estate firm in the Pacific Northwest (Operating nine offices in Washington & Oregon), and most active with over 4300 successfully completed transactions, has one of the largest resource Rolodexes in the United States. In a commercial real estate context this can be very valuable in navigating obstacles on the road to closing ranging from environmental issues to financing difficulties to elements needing land use or tax attorneys with very specific knowledge.  IBA has a collaborative corporate culture that is well known in the real estate community.  We are happy to help residential & commercial brokers with projects that exceed their knowledge & experience and not afraid to bring in specialized knowledge, experience, and ability, when we do not have it in house.  We also commonly refer parties to the “best of the best” in residential real estate to sell their homes to facilitate retirement downsizing or relocation to sunnier locations or buy new homes near the businesses they acquired in Washington & Oregon.  IBA strongly believes in staying to our lane of professional expertise, it is extremely rare for the firm to represent commercial or residential real estate that is not directly attached to a privately held company or family business.
4. Lease Assignment – In metropolitan areas, it is very common for businesses to be located in leased locations. A licensed real estate broker is a requirement by law to facilitate a lease assignment by any party other than the existing tenant, a new potential tenant, or attorney.  If problems arise in or after the assignment, a non-licensed party can be held liable for the unlicensed practice of real estate and any potential damages that resulted from their acts.  Believe the issues associated with a lease assignment are straight forward, please reconsider that analysis.  Issues to be addressed in a lease assignment can range from adding term to mitigate buyer risk or to satisfy financing requirements; addressing trailing liability associated with the lease for the assigning party (It is common for landlords to want to keep the seller of a business on a lease as a guarantor); to getting a landlord to subordinate their collateral interests to an acquisition finance lender who wants primary lien position on the furniture, fixtures, equipment, and inventory of a company.
5. New Lease Negotiations – Business sales are commonly contingent on the buyer securing a satisfactory facility lease. The lease can be in an existing space or a new space, if relocation is a requirement.   In most transactions, IBA represents the buyer in these negotiations as part of our comprehensive representation package at no cost to the buyer.  The reason this professional service is often provided for free is because IBA is paid on the sale of the business and for us to achieve the mutual objectives of IBA and our client, we need to obtain a lease that satisfies the buyer and frequently their lender.
6. Unique Lease Terms – When you have been around as long as IBA, you have seen almost everything in terms of real estate issues. It is often not the price & term issues that impact the assignability or acceptability of a lease.  Options, rights of first offer, demolition clauses, maintenance of HVAC systems, parking, Eminent Domain, and other issues if not addressed with knowledge, experience, and skill can kill a deal or negatively impact a business after sale.  Philosophically, IBA looks at business buyers as future sell side clients.  The last thing we want is for a future customer to be adversely impacted by an issue that could have been addressed or avoided.

Successful business people recognize areas where they lack knowledge, experience, and skill and delegate responsibility to the best party they can locate for the project.  This commonly occurs in the Pacific Northwest with residential and commercial real estate brokers referring business owners to IBA for sell side representation.   We welcome the referrals and compensate the collaborative partner at closing for their contribution to the project’s completion.  Information on our real estate referral program can be found on this page of our website:  https://ibainc.com/about-iba/real-estate-broker-referral-program/

If you are considering the sale of your business with or without real estate in 2025, 2026, or 2027, IBA would welcome the opportunity to learn about your company, exit strategy objectives, and provide an overview of our services.  IBA offers a complimentary professional opinion of the market value of businesses and associated real estate, if applicable, to potential clients as an opportunity to demonstrate our knowledge, experience, and customer service.  All conversations with IBA are held in strict confidence.

IBA, the Pacific Northwest’s premier business brokerage firm since 1975, is available as an information resource to the media, business brokerage, mergers & acquisitions, real estate, legal, accounting, banking, and wealth management communities on subjects relevant to the purchase & sale of privately held companies and family businesses.  IBA is recognized as one of the best business brokerage firms in the nation based on its long track record of successfully negotiating “win-win” business sale transactions in environments of full disclosure employing “best practices”.