Lesson 07 · 15 min read
Financing, Closing, and After the Keys
Financing paths for NNN and industrial buyers, 1031 replacement mechanics, buyer closing costs and Florida rules, the closing checklist, and post-closing handoff.
You can do everything right through the purchase and sale agreement (PSA) and still lose the deal in the last 45 days. A loan misses its date, a 1031 clock runs out, a wire goes to the wrong account, or taxes jump after closing.
Terms: net operating income (NOI) is income less operating expenses, before debt. The debt service coverage ratio (DSCR) is NOI ÷ annual loan payments. Debt yield is NOI ÷ loan. Loan to value (LTV) is loan ÷ value. Recourse means a borrower or guarantor is personally liable if the loan is not repaid. Amortization is the schedule over which payments repay it. A qualified intermediary (QI) holds sale proceeds in a 1031 exchange. Boot is cash or other non-like-kind value that becomes taxable.
This builds on Lesson 4 and Lesson 6. Depth: Course 11 and Course 21.
Financing paths at a broker level
You do not pick the loan. You know which loan families fit so the PSA dates match reality. These ranges are market practice from lender guides and SBA.gov and vary by lender and month. The written term sheet governs, and you never quote a rate without a fresh lender quote.
| Source | Typical LTV | Typical DSCR | Term and amortization | Recourse |
|---|---|---|---|---|
| Bank or credit union | 65% to 75% | 1.20x to 1.25x | 5 to 10 year term, 20 to 25 year amortization | Usually full or partial |
| SBA 504 and 7(a) (owner-users) | 504: bank about 50%, certified development company (CDC) about 40%, buyer about 10%. 7(a): lender set | Lender set | Up to 25 years on real estate. 7(a) loans to $5 million | Personal guaranty |
| CMBS (commercial mortgage-backed securities) | 65% to 75% | 1.20x to 1.25x, debt yield near 7% or higher | 5 to 10 years, 25 to 30 year amortization | Non-recourse with carve-outs |
| Life company | 55% to 65% | 1.25x to 1.30x | 5 to 30 years | Usually non-recourse |
| Bridge | 65% to 80% | Not fixed | 6 to 12 months, floating | Typically recourse |
NNN investors. A credit tenant on a long lease fits banks, and life companies or CMBS at larger sizes. At low cap rates the loan constant (annual payments ÷ loan) often exceeds the cap rate, so DSCR, not LTV, sets the loan. Test it on the DSCR calculator.
Industrial investors. Small-bay flex with many short leases gets an NOI haircut for rollover, so banks are common. Stabilized bulk warehouse suits CMBS or life companies. Lease-up and industrial outdoor storage (IOS) yards often need bridge debt.
Industrial owner-users. SBA 504 and 7(a) fit owner-users only. SBA rules (13 CFR 120.131) generally require the owner to occupy at least 51% of an existing building, so pure investors cannot use SBA money. Confirm current terms with an SBA lender. Run the industrial lease vs. buy calculator first.
Retail and medical office use the same families. See the lenders directory, conventional bank loans and SBA 504 and 7(a).
The lender process and timeline
| Stage | What happens | Your calendar job |
|---|---|---|
| Term sheet | Proceeds, rate basis, recourse, fees | Compare to the buy box |
| Application | Leases, T-12, entity documents | Chase seller documents |
| Third-party reports | Appraisal (2 to 4 weeks), Phase I environmental site assessment (ESA) (2 to 3 weeks), condition report, ALTA survey, title | Match orders to diligence dates |
| Approval and documents | Underwriter approves, lender counsel drafts | Loan approval date in the PSA |
Market practice: banks commonly 45 to 75 days, SBA 504 60 to 90, bridge 10 to 30. Put loan approval and appraisal dates in the PSA. In the Commercial Contract version we reviewed, a pre-approval letter did not count as loan approval, so read the current form.
Keep lender and diligence dates on one shared calendar. The lender needs an estoppel (a tenant's signed statement of lease facts) and a subordination, non-disturbance and attornment agreement, or SNDA, from each tenant, a Phase I with reliance, and clean title. If one slips, both clocks slip.
What you do and do not do. Do ask which loan family fits, get the lender's written requirements, introduce lenders, track every lender deadline, and disclose any referral compensation in writing. Do not quote rates or approval odds, take an application, negotiate loan terms, or promise report dates. Agents are not loan originators. Florida's mortgage brokering law (Chapter 494, F.S.) reaches some commercial loans, such as those to an individual borrower or from a noninstitutional investor (s. 494.001). Ask your broker of record before doing anything that looks like arranging a loan.
1031 replacement mechanics
A 1031 exchange defers tax when investment or business real property is swapped for like-kind real property (IRC section 1031). The CPA decides whether it works. You keep the clock and the shortlist. The rules themselves (45-day identification, 180-day exchange period, identification limits, value and debt replacement) are explained in Lesson 2. At the buying stage your job is to keep them on the calendar and protect the deal.
| Item | What you do |
|---|---|
| QI first | The QI agreement must exist before the relinquished closing, and the client never receives proceeds. Ask on Day 1 and add cooperation and assignment language to the PSA |
| Day 45 | Have a shortlist before day 0, deliver the signed list two days early, and identify the deal under contract plus backups |
| Day 180 | Set loan and closing dates inside the outside date, and ask the CPA about late-year sales |
| Value and debt | Compare price and loan to the sale numbers early. Gaps create boot |
| Reverse exchange | Buying first through an exchange titleholder (Rev. Proc. 2000-37) costs more. Refer it to the QI |
| DST backstop | A Delaware statutory trust (DST) interest can be a backup. It is a security, so never sell or solicit it. Refer to the client's advisor |
After day 45 you cannot add a new property, so keep a backup alive. If the deal dies on day 60 and nothing else was identified, the client cannot finish the exchange. Do not give tax advice. Which costs exchange funds may pay is a QI and CPA question. Use the 1031 timeline calculator and see Course 21, Lesson 3.
Buyer closing costs in Florida
| Item | Basis | Customary payer |
|---|---|---|
| Deed documentary stamps | 70 cents per $100 (F.S. 201.02) | Seller under the Commercial Contract form, negotiable |
| Mortgage documentary stamps | 35 cents per $100 of debt (F.S. 201.08) | Buyer |
| Intangible tax | 2 mills, 0.2% of the mortgage (F.S. 199.133) | Buyer |
| Recording, title policy, closing fee | F.S. 28.24, premium set by rule. Get the title agent's quote | Recording: buyer. Title: by contract |
| Lender fees, appraisal, survey, Phase I, attorney | Quotes | Buyer |
| Prorations, tax and insurance escrow | PSA and lender | Credits, deposits |
A proration splits an expense, such as taxes or rent, between seller and buyer as of closing day. All parties to a taxable document are liable to the state whoever agrees to pay. The seller's mirror view is in Course 22, Lesson 4, and the Florida CRE tax cheat sheet is a quick reference.
Florida rules to know before closing
| Rule | Broker-level point | What you do |
|---|---|---|
| Foreign ownership (F.S. 692.201 to 692.205, SB 264) | Foreign principals of listed countries may not own land within 10 miles of a military installation or fenced critical infrastructure such as an airport, seaport or power plant (F.S. 692.203). Certain China-tied persons face a broader statewide bar (F.S. 692.204). Buyers sign an affidavit. Decisions turn on domicile, organization and control, never ethnicity, name, appearance or accent | Ask every buyer the same questions: who owns and controls the entity, and where it is organized. Hand over the affidavit early and refer close calls to your broker of record and an attorney |
| FIRPTA (Foreign Investment in Real Property Tax Act) | If the seller is foreign, the buyer generally withholds 15% of the amount realized and remits within 20 days | Get the non-foreign certification at contract. Example: 15% of $2,500,000 is $375,000 |
| Assessment cap reset (F.S. 193.1555) | A sale or change of control resets the property to just value (the appraiser's market value) the next January 1, and the 10% cap excludes school levies. Lesson 4 shows how to model it | Underwrite the new value, then compare the first estimate after closing |
| Sales tax on commercial rent | Repealed for rental periods beginning Oct. 1, 2025 (HB 7031); see Lesson 4 | Never add it to NOI. Update old rent rolls |
| Community development districts (CDDs) and special assessments | The district disclosure applies to initial sales (F.S. 190.048). A resale buyer may get none | Check the tax bill's non-ad valorem section and the district's letter |
The reset is where new owners get hurt. Illustrative math with invented seller assessments and the 17.5 mill rate (1.75 percent) from Lesson 4, taxing the new value at price. Bayside's building, priced at $2,876,250 after the Lesson 6 roof credit: $1,800,000 x 0.0175 = $31,500 becomes $2,876,250 x 0.0175 = $50,334, up $18,834. Palmetto Ridge's pad: $1,400,000 x 0.0175 = $24,500 becomes $2,500,000 x 0.0175 = $43,750, up $19,250. The NNN tenant reimburses the pad's increase. Bayside pays its own building's tax less the 30 percent share (6,000 ÷ 20,000) that its NNN tenant reimburses, so it carries 70 percent of the increase: $18,834 x 0.70 = $13,184.
This is education, not legal or tax advice. Confirm legal and tax points with your broker of record, a Florida attorney and the client's CPA.
The buyer closing checklist
Pair this with the commercial closing checklist and Course 10, Lesson 7.
| Item | What you verify |
|---|---|
| Funds and wire | Instructions come only from the title agent and are confirmed by phone. Exchange funds come from the QI |
| Insurance binder | Effective at closing, lender named, wind deductible meets lender terms. On NNN, the tenant certificate names the landlord |
| Lender conditions | Every condition cleared. The Phase I has reliance and its components are within 180 days of closing (40 CFR 312.20) |
| Estoppels and SNDA | Signed, recent (lenders often want about 30 days or less), matching lease and rent roll |
| Title policy and survey | Exceptions cleared. Survey under the 2026 ALTA standards (effective Feb. 23, 2026), certified to buyer, lender and title |
| Closing statement | Reviewed line by line 2 to 3 business days early |
| Entity documents | Buyer name ties to the PSA, assignment delivered, affidavit signed |
| Leases, deposits, notices | Leases assigned, security deposits credited to buyer, tenant notice letters signed, non-foreign certification in file |
(a) Situation: Day 1, setting the wire rule with the client. "[Name], one rule before we start. Wire instructions will only come from the title company, never from me by email. If anyone emails new or changed instructions, stop and call the title company at the number on its website. Criminals watch deals and time these emails."
After the keys
Day-one handoff. Sign a management agreement or self-manage plan and hand over lease files, keys, codes and warranties. Send tenant letters with the new owner, rent payment instructions and a contact, and request insurance certificates. Confirm payment details by phone. Open utilities, assign or end vendor contracts, and confirm the policy is in force.
First 90 days. Calendar every lease event: renewal notices, rent bumps, CAM (common area maintenance) reconciliations, roof warranty dates. Compare the first reassessed tax estimate to your underwriting.
Keeping the client. Offer an annual review: cap rate check against NNN comps, rent versus market, the refinance window, and the next 1031. Ask for referrals per firm policy. Log every touch with Course 23, Lesson 7.
(b) Situation: 90-day check-in. "[Name], 90 days in on [property]: your reassessed tax estimate versus our underwriting, the next lease event on [date], and a rent-versus-market review if you want one. If you know an owner who would value the same approach, I would welcome an introduction.
[Agent name], [title] | MaxLife Commercial, a division of MaxLife Realty LLC | [phone] | [email]"
Rookie mistakes in buyer rep
| Mistake | Fix |
|---|---|
| Forgetting the 1031 clock | Build the day 0 calendar at contract |
| Underwriting the seller's tax bill | Model tax on price times millage |
| Emailing wire instructions | Title agent only, verified by phone |
| Giving tax, legal or lending advice | Refer to the CPA, attorney or lender |
| Promising loan, survey or Phase I dates | Give the vendor's estimate, pad deadlines |
| Letting the deposit go hard by accident | Calendar the date and the written acceptability notice |
| Screening buyers by nationality | Ask entity questions of everyone |
A worked example (illustrative numbers)
Assumptions (invented, not market data and not MaxLife results). NNN: Palmetto Ridge Holdings LLC (Lessons 1, 2 and 5) sells an office building for $2,400,000 with a $900,000 payoff, so net equity, ignoring selling costs, is $2,400,000 - $900,000 = $1,500,000. It buys the $2,500,000 single-tenant absolute NNN pad in Seminole County with a corporate guaranty, the contract won in Lesson 5. Buyer NOI is $150,000, a 6.00% cap rate. The relinquished property closes Thursday, Oct. 15, 2026. Owner-user: Bayside Fabrication Inc. (Lessons 1, 2 and 6) buys its small-bay flex building in Orange County, contracted at $3,000,000 and settled at $2,876,250 after the Lesson 6 roof credit, with the SBA 504 structure from Lesson 2. Invented loan terms: NNN bank loan at 6.75% over 25 years, a loan constant of 0.082909; Bayside's bank loan at the same terms and its CDC loan at 6.00% over 25 years, a constant of 0.077316.
Loan sizing. For the NNN pad the lender uses the lowest test. The SBA 504 owner-user follows the program's structure.
| Test | NNN pad (Palmetto Ridge) | Owner-user (Bayside, SBA 504) |
|---|---|---|
| Structure | 65% LTV: 0.65 x $2,500,000 = $1,625,000 | Bank 50% = $1,438,125; CDC 40% = $1,150,500; Bayside 10% = $287,625 |
| Coverage | DSCR 1.25x: $150,000 ÷ 1.25 = $120,000, then ÷ 0.082909 = about $1,447,000 | The lender sets its own coverage test for an owner-user; Lesson 2 used a $220,000 payment budget |
| Loan used and debt service | $1,000,000 x 0.082909 = $82,909, so DSCR is $150,000 ÷ $82,909 = 1.81x | $1,438,125 x 0.082909 = $119,234 plus $1,150,500 x 0.077316 = $88,952, so $208,186 |
DSCR, not LTV, sets the NNN limit, but Palmetto Ridge borrows only $1,000,000 because it must reinvest all $1,500,000 of net equity.
NNN value and debt test. Price $2,500,000 is at least $2,400,000, and the $1,000,000 loan is at least the $900,000 payoff. Equity is $2,500,000 - $1,000,000 = $1,500,000, all net equity, so no boot. A $2,000,000 purchase would leave a $400,000 value shortfall for the CPA to review.
The NNN 1031 clock.
| Day | Date | Event |
|---|---|---|
| Before 0 | Before Oct. 15 | QI agreement signed, shortlist ready |
| 0 | Thu Oct. 15, 2026 | Relinquished closes, proceeds to the QI |
| 20 | Wed Nov. 4 | Replacement PSA effective (the Lesson 5 contract), with exchange and assignment language |
| 43 | Fri Nov. 27 | Working deadline: signed identification of the NNN pad plus two backups |
| 45 | Sun Nov. 29 | Legal deadline, no weekend extension |
| 50 | Fri Dec. 4 | Diligence ends 30 days after the effective date, deposit goes hard |
| 64 | Fri Dec. 18 | Loan approval date written into the PSA |
| 81 | Mon Jan. 4, 2027 | Replacement closes. Day 60 after the effective date is Sunday, Jan. 3, so the contract date moves to Monday |
| 180 | Tue Apr. 13, 2027 | Outside date. The Apr. 15, 2027 return due date is later, so day 180 governs (CPA confirms) |
Day 81 leaves 180 - 81 = 99 days of cushion.
Buyer closing estimates. Deed stamps are the seller's cost here. Fees are placeholders.
| Line | NNN pad | Bayside flex | Basis |
|---|---|---|---|
| Mortgage stamps | $3,500 | $9,060 | 1,000,000 ÷ 100 x $0.35; 2,588,625 ÷ 100 x $0.35 |
| Intangible tax | $2,000 | $5,177 | Loan x 0.002 |
| Lender fee (assumed 1% of loan) | $10,000 | $25,886 | Assumed |
| Appraisal, Phase I ESA, survey, condition report | $14,500 | $16,000 | Assumed |
| Title policies and recording | $9,500 | $12,000 | Placeholders |
| Buyer attorney | $8,000 | $10,000 | Assumed |
| Tax escrow, 3 months | $10,938 | $12,584 | Price x 0.0175 ÷ 12 x 3 |
| Total buyer costs | $58,438 | $90,707 | 2.34% of price; 3.15% of price |
NNN cash to close is $1,500,000 from the QI plus $58,438, or $1,558,438. Year-1 cash flow is $150,000 - $82,909 = $67,091, so cash-on-cash is $67,091 ÷ $1,558,438 = 4.31%.
Bayside's cash to close is the $287,625 down payment plus $90,707, or $378,332. That leaves $400,000 - $378,332 = $21,668 of the cash Lesson 2 set aside, about $11,668 better than the $390,000 estimated at the $3,000,000 price because of the credit. The roof still has to be replaced: the credit covered $123,750 of a $165,000 bid, so $165,000 - $123,750 = $41,250 is Bayside's own, plus the work itself, and it needs working capital outside the $400,000. Year-one occupancy check (the Lesson 2 method): $208,186 debt service less $72,000 of rent from the 6,000 SF tenant is $136,186, against $182,000 of current rent, or $45,814 a year less before roof costs, reassessed taxes and repairs.
Key takeaways
- Banks fit most NNN and small-bay flex buyers, SBA fits owner-users only, and CMBS and life companies fit larger deals. Never quote rates or arrange loans.
- For 1031 clients, keep day 0, 45 and 180 on one calendar with loan dates inside it, identify backups, and leave tax advice to the CPA.
- Underwrite reassessed taxes, verify CDDs on resales, and verify every wire by phone.
- Keep the client with a 90-day check-in and an annual review.
Next: Course complete. Continue with due diligence in depth in Course 10 and negotiation in Course 12.