Commercial real estate can serve a far more significant purpose than simply providing operational premises. For many manufacturing, logistics and industrial businesses, it has become an integral component of capital structure and a source of growth financing. The sale and leaseback (SLB) model — whereby a company sells a property whilst simultaneously entering into a long-term lease for the same asset — enables occupiers to unlock capital embedded in their real estate whilst maintaining uninterrupted operations, and offers investors access to income-generating assets underpinned by long-term cash flows.
"The sale and leaseback model should not be regarded simply as a property disposal. It is a capital optimisation tool that can enhance liquidity, support investment in growth and innovation, and streamline a company's financing structure. Operational real estate may be essential to a company's activities, but ownership of that real estate does not necessarily constitute a competitive advantage." This was the view of Joanna Lewandowska, Associate Director, Capital Markets, AXI IMMO. The model is particularly common among manufacturers, logistics operators and warehouse occupiers, where real estate serves primarily as operational infrastructure. SLB transactions often accompany business reorganisations, ownership changes, IPO preparations, acquisitions, production expansion and ESG initiatives. "Any decision to pursue a sale and leaseback transaction should be preceded by a comprehensive assessment of its impact on cash flow, the balance sheet, future rental obligations and operational flexibility. The greatest value is achieved through a carefully structured transaction, where the sale price, lease term, indexation mechanism and allocation of responsibilities are aligned with the company's long-term objectives," Lewandowska added.
A successful SLB process begins with a detailed review of the asset, covering its operational importance, technical condition, legal and planning status, investor appeal and alternative-use potential. Companies should then model multiple scenarios relating to lease duration, rental levels, indexation provisions, operating cost allocations, CAPEX responsibilities, renewal options and required operational flexibility. SLB should not be viewed as an alternative to bank financing — in practice, it is increasingly used alongside traditional debt facilities. Bank lending is generally constrained by loan-to-value ratios and credit policies, whereas an SLB enables a business to release capital without increasing indebtedness, whilst preserving access to debt financing for working capital or future investment.
From an investor's perspective, the appeal of SLB lies in predictability. The investor acquires a fully operational, income-producing asset rather than one requiring lease-up or repositioning. Analysis focuses not only on the building itself, but also on tenant covenant strength, lease duration, rental levels, the asset's strategic importance to the occupier and alternative-use potential. Investment risk is generally low, particularly where a financially robust occupier commits to a lease term of 10, 15 or even 20 years. Grzegorz Chmielak, Head of Capital Markets, AXI IMMO, notes: "An overly aggressive rent level may enhance the sale price on the transaction date, but can undermine the effectiveness of the structure over the lease term. For boards and CFOs, the key consideration is not simply how much capital can be released, but also how future rental obligations will affect margins, liquidity and the company's ability to continue investing. Companies should also review legal and technical documentation, capital expenditure history, financial modelling assumptions and tax considerations."
The SLB segment remains active within Poland's industrial and logistics real estate market. Over the past three years, such transactions have encompassed almost 700,000 sqm of space. The most notable example was the acquisition of two Eko-Okna manufacturing facilities by a US investor in a transaction exceeding PLN 1 billion. The first quarter of 2026 also saw the acquisition of a logistics portfolio occupied by Raben Group by W. P. Carey, and the purchase of Goodyear's logistics facility in Tarnów by Appeninn Plc. AXI IMMO has advised on several such transactions and continues to observe growing interest in the model, supporting clients from asset assessment and transaction structuring through to investor engagement and commercial negotiations.
