Lesson 07 · 14 min read
Building the Listing Package and Launching
The commercial package: OM built from the underwrite, confidentiality agreement and deal room, the pre-assembled buyer diligence package, channels, offers, showings on occupied property, and reporting.
A signed listing is a promise. The package is where you keep it. The offering memorandum (OM) is the underwrite made public, and buyers will re-underwrite it line by line. If the numbers do not tie, you lose price in the retrade. If the diligence items are not ready, you lose weeks after the letter of intent (LOI).
This lesson covers the OM by asset type, photography and drone, the confidentiality agreement (CA) and deal room, the buyer diligence package, seller approval, channels, launch timing, offers, showings, reporting, and a worked strip center on SR 436.
The OM is the underwrite, published
The financial section comes from The Underwrite, the BOV, and the Net Sheet. Do not rebuild it. Copy it. The broker opinion of value (BOV) set the price range, and the OM shows the numbers behind it.
| Asset type | Sections that carry the pitch | Financial section |
|---|---|---|
| Single-tenant NNN | Tenant and guarantor profile, lease abstract (term left, options, rent steps, landlord responsibilities, any purchase option or ROFR), site and traffic, comps | Base rent schedule, in-place NOI, normalized NOI |
| Multi-tenant retail | Rent roll, expiry schedule, anchor and co-tenancy, CAM recoveries, tenant sales where available | In-place NOI, normalized NOI, rollover costs (TI and leasing commissions) |
| Industrial/flex | Clear height, docks and drive-ins, power, truck court, zoning and permitted uses, roof and systems age | In-place NOI, normalized NOI, rent versus market |
| Land | Zoning and future land use, entitlements, utilities, access, flood and wetlands, survey, closed land comps | No NOI. Price per acre or per buildable unit, with the residual method shown |
Four rules for the numbers:
- Three labels, used identically everywhere: in-place NOI (signed leases and the T-12), normalized NOI (the buyer and lender adjustments from the underwrite), and pro forma NOI (a projection)
- Same label, same figure: never write bare "NOI." Name it every time
- Projections labeled as projections: state the assumptions and add "estimates, not guarantees"
- Tie every figure to a source: lease, T-12 line or tax bill
Florida flags:
- Rent tax is gone. Strip any state sales tax or county surtax on commercial rent for periods beginning on or after Oct 1, 2025 from every older T-12, lease abstract or rent roll you inherit
- Taxes reset on sale. Show the seller's bill and the reassessed estimate, labeled as such. Lesson 3 explains the reset and where to pull just value and millage
- Exchange buyers keep clocks. A 1031 buyer runs its own 45-day and 180-day clocks, so ask early
Confirm Florida law and tax points with your broker of record, an attorney and the seller's CPA.
Photography, drone, and video
- Photos: shoot interiors, exteriors, signage, parking and the frontage on SR 436 or wherever the traffic is. Use your own or licensed images only
- Drone: commercial flights need an FAA Part 107 Remote Pilot Certificate, and recurrent training within 24 calendar months (14 CFR 107.65). Hire a certificated pilot. Controlled airspace needs authorization, and Orlando International has Class B airspace. Check the FAA facility map for every site. Check for nearby critical infrastructure before flying an industrial site (F.S. 330.41)
- Video: a 60-90 second walkthrough and an aerial, posted on YouTube and linked in the OM
- Tenant permission: the seller controls the building, but tenants control their premises. Get the seller's written consent for aerials and interiors. Shoot occupied suites only with tenant notice and, if the lease requires, consent. Keep customers, staff and patients out of frame
Confidentiality agreement and deal room
Nothing leaves your hands until a CA is signed, including the rent roll, T-12, leases and tenant names.
- Teaser first: general location, asset type, size and headline. No tenant names on a confidential listing
- CA before OM: sign, verify entity and signer, then release the OM
- Tiered deal room access: tier 1 is the OM and rent roll summary after the CA. Tier 2 is leases, T-12 detail and reports, released to LOI finalists
- Track everything: log who opened what and when. It shows who is serious, and it feeds your weekly report
- Tenant confidentiality: lease terms and tenant financials are the tenant's information too. Check each lease for a confidentiality clause before uploading. Do not contact tenants about the sale without the seller's approval
The pre-assembled buyer diligence package
The gap between LOI and diligence is where deals stall. Build the package before launch, so the buyer has real documents the day the LOI is accepted.
| Item | Status before launch | Note |
|---|---|---|
| Title commitment | Ordered, with exception documents | Seller cures its own issues early |
| ALTA/NSPS survey | Existing survey in deal room, update ordered if stale | Buyers and lenders often want a current, certified survey |
| Phase I ESA (ASTM E1527-21) | Ordered or in hand | Interviews, records review, site visit and lien search must fall within 180 days before closing, counted from the earliest one. Buyer's lender may want its own report or a reliance letter |
| Zoning verification letter | Requested from the city or county that holds zoning | Turnaround varies. Orange County says up to 30 days after payment. A letter states current zoning. It does not prove the use is legally established or free of open violations |
| Property condition assessment | Optional, for older or larger assets | Baseline standard is ASTM E2018 |
| Roof and HVAC | Age, warranties, service reports | Budget line for a buyer's lender |
| COs and permits | Pulled from the city or county | Open permits kill timelines |
| Service contracts | Full list with termination terms | Note which are assignable |
| Estoppel and SNDA forms | Forms ready, tenant list confirmed | Buyers often make estoppels a closing condition. Order at the purchase and sale agreement (PSA), since lease response windows commonly run 10-30 days |
| Certified rent roll | Signed by the seller | Review with the Rent Roll & T-12 Review Checklist |
| T-12 and two prior years | Reconciled to bank statements | Same numbers as the OM |
| Leases and amendments | Complete, indexed | Watch ROFR, ROFO, purchase options, go-dark, co-tenancy and exclusives. Disclose any purchase right now, and line up the holder's written waiver |
Use the Commercial Real Estate Due Diligence Checklist as the master list. Pull county records yourself, as in Researching the Property and the Owner.
Seller approval and quality control
The seller signs off on the OM in writing. If a number is wrong, you want to find out before a buyer does. F.S. 475.25(1)(b) makes fraud, misrepresentation and concealment grounds for discipline, so treat every figure as yours.
- Every NOI is labeled in-place, normalized or pro forma
- Rent roll, T-12 and lease abstracts tie to each other
- Square footage ties to the appraiser or survey, and is the same in every document
- No sales tax on rent for periods from Oct 1, 2025
- Tax line shows the seller's bill and the reassessed estimate, labeled
- No confidential tenant terms or owner name in the public teaser
- Photos and aerials are licensed or ours, with consent on file
- Projections carry assumptions and the "not guaranteed" language
- Value language says broker opinion of value, never "appraisal" (F.S. 475.612)
- The licensed name, MaxLife Realty LLC, appears on the OM, flyer and teaser (write "MaxLife Commercial, a division of MaxLife Realty LLC"), in the format your broker of record approves
Channels for Central Florida
| Channel | Use it for | Watch |
|---|---|---|
| CoStar/LoopNet | Broadest public exposure | Use your own or licensed photos only |
| Crexi | Active marketplace with broker tools | Check syndication settings before you publish |
| Catylist | Broker-to-broker reach | Free to search, so keep teaser data disciplined |
| Buildout | Property pages and OM hosting | Pair with your own listing page |
| Stellar MLS | Only if verified for your county and asset type. Confirm Brevard and Volusia coverage | Entry for commercial is optional. If you enter, MLS rules apply, and never put buyer-broker compensation in an MLS field |
| Broker network | Co-brokes and local buyer reps | Set the cooperating fee in the listing agreement |
| 1031 buyers | Exchange buyers with clocks | Use Investor Match and 1031 exchange properties |
| Direct outreach | Owners and users near the asset | Mail and business landlines first. Honor opt-outs |
| YouTube and LinkedIn | Walkthrough and market note | Link back to a MaxLife Commercial listing page |
| Signage | Local users and tenants | Only if the seller and leases allow. Confidential listings usually skip it |
Launch timeline and pricing method
This is the MaxLife Commercial listing presentation clock. Day 1 is the day the listing agreement is signed.
| Window | What happens |
|---|---|
| Before Day 1 | Authority confirmed, BOV delivered, diligence items ordered |
| Days 1-7 | Photo, drone and signage ordered. CA and OM drafted |
| Days 5-14 | Live on CoStar, Crexi and LoopNet. First blast. Direct canvass begins |
| Days 14-21 | Full OM to CA-signed buyers. Tours coordinated |
| Days 21-56 | LOIs presented side by side. Call for offers and best-and-final if warranted |
| Days 56-70 | PSA negotiated. Diligence calendar built the day it is signed |
| 30-60 days | Diligence in parallel on one calendar |
| Closing | Funding and recording |
Listing agreement to recording runs roughly 90-150 days. Pick the pricing method on purpose, as Lesson 5 explains: a priced listing for single-tenant NNN with clear comps, a call for offers for multi-tenant, value-add, unusual assets and land, and best-and-final only as a second round for the top two or three bidders. For a call for offers, announce a deadline, offer requirements and process rules, and give it 3-6 weeks of exposure first.
Showings on occupied property
Tenants pay the rent that supports your price.
- Read the lease: check landlord entry rights, notice periods and any tenant restrictions before scheduling
- Notice: give written notice per the lease, and confirm the time with the seller
- Escort every tour: you or the manager, so buyers never talk to staff
- No tenant interviews: estoppels come later, through the seller
- Confidentiality: on a confidential listing, tell buyers and staff nothing beyond what the seller approved
- Medical and retail: avoid busy hours and patient areas
Qualifying buyers and comparing offers
Qualify before you release detail. Ask for proof of funds or a lender term sheet, the buying entity and signer, 1031 status and dates, and a track record.
| Criterion | What to check |
|---|---|
| Price | Headline, and price per SF against normalized NOI |
| Deposit | Size, and whether it is hard or soft, and when it goes hard |
| Diligence period | Days, and what extensions are allowed |
| Financing contingency | None, or how long |
| Closing date | Fit with the seller's timing and any 1031 clock |
| Track record | Closed deals on similar assets, and retrade history |
Normalize every LOI before you present it. Use the Commercial Letter of Intent (LOI) Checklist so no term gets skipped. The highest price is not always the best offer.
From LOI to closing
Planning norms for a $1-10M Central Florida deal, not rules: LOI negotiation in days, the PSA a week or two after that, diligence of 30-45 days, then 15-30 days to close. LOI to closing usually lands around 60-120 days, longer if lender reports or estoppels slip. Contract to close by funding, as planning ranges from the firm's listing presentation: all cash 30-45 days, 1031 exchange 45-60, conventional 60-75, SBA 504 75-90, syndication 60-90.
Manage diligence for the seller:
- One calendar, built the day the PSA is signed
- One contact per side, a weekly call and a written status
- Every extension is a written amendment
- Deposit-goes-hard date calendared twice
- Estoppel and ROFR waiver status tracked tenant by tenant
- Answer document requests within 24-48 hours
Weekly seller reporting and diagnosing no offers
| Metric | Why it matters |
|---|---|
| Listing views by channel | Exposure |
| Inquiries and CAs signed | Interest and qualified interest |
| Deal room opens by buyer | Seriousness |
| Tours and feedback quotes | Price and condition signals |
| Offers and indications | Market response |
| Competing listings and sales | Positioning |
| Next steps and dates | Accountability |
Report even when nothing happened. Diagnose by where the funnel drops:
- Few views: exposure problem. Check channels, headline and photos
- Views, few inquiries: price or headline numbers are off
- Inquiries, few CAs or tours: too much friction, or wrong buyers
- Tours, no offers: price, condition, or a lease issue such as a short term or a ROFR
- Offers below ask: the market is naming the number
Reprice with evidence, not hope. Set a review date, usually around Day 30. Move once to a financeable price, one a lender will support at target DSCR and debt yield. Small repeated cuts train the market to wait.
A worked example: illustrative 12,000 SF strip center on SR 436
These numbers are illustrative, not market data.
The center has six 2,000 SF bays, all leased, in Seminole County. The underwrite gives in-place NOI of $270,000, normalized NOI of $255,000, and pro forma NOI of $290,000. Normalized NOI carries a market management fee, reserves and reassessed taxes, as built in Lesson 4. The pro forma is labeled a projection in the OM. At an illustrative 6.5% cap on normalized NOI, $255,000 / 0.065 = $3,923,077, so the ask is $3,925,000, or $327 per SF.
Launch schedule:
- Days 1-7: photos and drone with written seller consent, CA drafted, title and Phase I ordered
- Day 5: live on CoStar, Crexi and LoopNet. Blast to the broker list and 1031 buyers
- Day 14: OM released to CA-signed buyers
- Day 21 funnel: 900 views, 22 inquiries, 11 CAs, 6 tours, 3 LOIs. Every stage converts, so no repricing is needed
The three LOIs, normalized:
- Offer A: $3,850,000, 1031 buyer, $100,000 deposit hard after 30 days, 45-day diligence, no financing contingency, close 60 days after contract. Cap on normalized NOI: $255,000 / $3,850,000 = 6.62%
- Offer B: $3,925,000, bank financing, $50,000 soft deposit, 60-day diligence, 45-day financing contingency, close 90 days after contract. Cap: 6.50%
- Offer C: $3,700,000, all cash, $150,000 hard at signing, 30-day diligence, close 40 days after contract. Cap: 6.89%
B has the highest price and the most risk. C closes fastest at the lowest number. You call for best-and-final from A and B, asking B for a harder deposit and a shorter contingency, and A for confirmed exchange dates and a named qualified intermediary. Because the package is built, the winner starts with title, survey, Phase I and estoppel forms in hand.
Key takeaways
- The OM financial section is copied from the underwrite, with in-place, normalized and pro forma NOI labeled the same way everywhere
- No CA, no rent roll, T-12, leases or tenant names, and log every deal room open
- Build the diligence package before launch so LOI to diligence has no gap
- Get seller sign-off in writing and run the QC checklist before release
- Priced listing for clear-comp NNN, call for offers for the rest
- Compare offers on normalized terms, not headline price
- Report weekly, diagnose by funnel stage, and reprice once with evidence
Course complete. Next, sharpen negotiation in Course 12 and lease-reading in Course 13.