M&A and Business Transfers

Sale & leaseback of industrial units: liquidity without losing your site

BY TECNOCIM INNOVA PUBLISHED ON 5 JULY 2026

For an industrial company, the building is usually its most valuable asset and also where most of its money sits locked up. With high interest rates and greater liquidity needs, sale & leaseback has established itself as one of the most widely used financial tools: in the first quarter of 2025 alone, the Spanish industrial and logistics sector attracted €524.5 million of investment, much of it channelled through deals of this kind (addmeet, 2025). The idea is simple: sell the unit and carry on using it as a tenant. This guide explains how it works, what the advantages and risks are, how it is taxed in Spain and when it makes sense for an industrial SME.

What is sale & leaseback and how does it work?

Sale & leaseback, a sale followed by a lease back to the seller, is a financial transaction in which a company sells a property it owns, typically its industrial or logistics unit, to an investor and, at the same time, signs a long-term lease so it can carry on using the building without interrupting its activity.

The basic mechanics are as follows:

The company sells the unit to a buyer, usually an investment fund, a SOCIMI (the Spanish equivalent of a REIT) or a leasing company, and receives the price in cash.
At the same time it signs a lease, usually of 10 to 20 years, which guarantees that it can keep operating on the same site.
The contract may include a future buy-back option and rent review clauses, normally linked to the Spanish consumer price index.

The result is that the company turns a fixed asset into cash without moving or halting production. Institutional investors, many of them from outside Spain, look for exactly this kind of deal because of the stable return a long-term lease offers, and the activity is concentrated above all along the main logistics corridors around Barcelona and Madrid.

The sale price and the rent always move together: the investor decides how much to pay on the basis of the return the lease guarantees. A higher rent supports a higher sale price, but it makes your operations more expensive for years to come; a lower rent reduces the amount you receive today. Finding the balance between the cash you need and a rent you can carry over the long term is the most delicate part of the negotiation, and where an adviser with experience in these deals adds the most value.

What are the advantages for an industrial company?

The main advantage of sale & leaseback is that it releases the capital trapped in the property without adding debt. Unlike a mortgage, it does not count as bank borrowing, it does not use up your borrowing capacity and it does not call for further security. That is why it has become so attractive at precisely the moment when credit is most expensive.

The concrete benefits are:

Immediate liquidity to invest in machinery, working capital or international expansion, or to pay down more expensive debt.
Operational continuity: you stay in the same unit, with the same teams and clients, and with no relocation cost.
A more efficient balance sheet: you turn an illiquid asset into cash and improve your financial ratios in the eyes of banks and investors.
A lever in M&A deals: it is a common way to finance an acquisition or to make a company easier to sell, by separating the business from the bricks and mortar. If you are thinking of selling your company, separating the property can widen the pool of interested buyers.

Do you need liquidity without slowing growth? At Tecnocim we assess whether sale & leaseback fits your financial structure. Talk to our Fractional CFO service.

How is sale & leaseback taxed? Tax and accounting in Spain

The deal has two tax sides and they are best planned together. On one hand, the sale of the property produces a gain, or a loss, equal to the difference between the sale price and its net book value, which is taxed under the Impuesto sobre Sociedades (Spanish corporate income tax). On the other, the rent you pay afterwards is a deductible expense that reduces your taxable base year after year.

The key points to review with your adviser:

Deductibility of the rent. Lease payments are a deductible expense for Spanish corporate income tax purposes. Where the deal is structured as a finance lease with a purchase option, article 106 LIS allows the part corresponding to the recovery of the cost to be deducted on an accelerated basis, up to twice the straight-line depreciation rate in the official tables.
Accounting under IFRS 16. Companies applying international standards, meaning consolidated groups and listed companies, have to recognise a right-of-use asset and a lease liability, and they only bring the gain on the sale into profit in proportion to the rights actually transferred. SMEs under the Spanish general accounting plan follow a different treatment.
A warning on VAT. In late 2024 the Tribunal Económico-Administrativo Central (TEAC, the Spanish central tax tribunal) changed its position and took the view that a leaseback with a purchase option could be, for IVA (Spanish VAT) purposes, a financing transaction rather than a supply of goods. The Spanish Supreme Court has still to settle the point, so the structure has to be designed with specific tax advice in order to avoid contingencies.

It is precisely because of these subtleties that a badly structured sale & leaseback can cost more than it brings in. It is worth folding it into the rest of your industrial tax saving strategy rather than looking at it in isolation.

When does a sale & leaseback make sense (and when does it not)?

It is not a universal answer. It makes sense when:

You need cash for a profitable project, whether growth, new machinery or buying a competitor, and the expected return beats the cost of the rent.
You want to cut expensive debt or strengthen working capital without diluting equity or bringing in new shareholders.
You are preparing to sell the company and it suits you to separate the property from the business so that the business is easier to sell.

It is worth thinking twice when:

The cumulative cost of the rent over 15–20 years comfortably exceeds the value you release today.
You are giving up a likely rise in the value of the property in an area with strong logistics demand.
Your business does not generate steady cash flow to carry the rent over the long term.

Take an illustrative example: an industrial company that owns a unit worth around €4 million can raise that cash through a sale & leaseback and use it to buy a competitor or to modernise its plant, paying an annual rent in return. If the return on that investment beats the cost of the rent, the deal creates value; if it only serves to cover recurring losses, it is probably postponing an underlying problem rather than solving it.

The decision, like any deal that mixes property, tax and financing, depends on the specific numbers of your company. You can frame it within our tax guide to buying and selling industrial units.

Conclusion: turn your unit into a lever for growth

Sale & leaseback lets the property stop being idle money and start funding the growth of your company, with no debt and without moving. But the real return depends on getting the price, the term, the rent and the tax treatment of the whole deal right.

At Tecnocim we support industrial companies through sale, purchase and restructuring deals: valuing the property, negotiating with investors and designing the tax and financial structure of the transaction.