# Commercial sale preparation

Canonical: https://chicagocommercialfunding.com/tools/sale-preparation/

Make the property’s evidence, economics and remaining obligations understandable to buyers.

An original educational working agenda, not a legal form or substitute for transaction-specific advice.

- [ ] **Clarify the exit objectives.** Identify timing, desired proceeds, debt constraints and reinvestment considerations.

- [ ] **Reconcile financial records.** Prepare consistent historical statements, current collections, expense details and adjustment support.

- [ ] **Clean the lease file.** Collect complete agreements, amendments, notices, deposits, guarantees and critical dates.

- [ ] **Document capital work.** Organize scopes, invoices, warranties, permits, engineering reports and remaining obligations.

- [ ] **Review debt payoff.** Confirm prepayment mechanics, release prices, lender approvals and timing.

- [ ] **Analyze buyer objections.** Identify rollover, capex, environmental, legal-use and financial issues before marketing.

- [ ] **Select the brokerage strategy.** Discuss likely buyers, pricing evidence, marketing approach, confidentiality and fees.

- [ ] **Prepare the data room.** Use controlled access for financial, legal and tenant records; keep confidential information off public pages.

- [ ] **Model net proceeds.** Include debt, transaction costs, credits, prorations and adviser-reviewed tax considerations.

- [ ] **Plan diligence response.** Assign responsibility for questions, inspections, estoppels, third-party reports and deadlines.

- [ ] **Coordinate the handover.** Provide final accounting, deposits, records, contracts and tenant communications at the agreed transfer.

- [ ] **Confirm authority and required consents.** Review ownership approval, partner rights, lender releases, lease restrictions and any contractual purchase or first-refusal rights with counsel before committing to sale terms.

- [ ] **Calendar the agreement and deposits.** Track offer conditions, diligence, notices, deposit handling, title objections and closing obligations under the executed documents. Distinguish a signed contract from an unconditional funded closing.

## Research sources

- [OCC — CRE underwriting and risk framework](https://www.occ.treas.gov/publications-and-resources/publications/comptrollers-handbook/files/commercial-real-estate-lending/pub-ch-commercial-real-estate.pdf)
- [SEC — negotiated loan and reporting example, 2025](https://www.sec.gov/Archives/edgar/data/1649096/000143774925025574/ex_849368.htm)
- [IRS — asset disposition concepts](https://www.irs.gov/publications/p544)