You may sell your leasehold at any time, with or without seeking a lease extension. The Lease provides that before you sell your leasehold, Stanford has the Right of First Offer ("ROFO") to purchase the leasehold on the terms you propose. This page provides a quick step-by-step overview of the selling process. Copies of the forms you will need to sell your leasehold can be accessed on the Documents & Forms page. Please refer to the Stanford Creek Lease 's 2013 Amendment or the Stanford Hills Lease's 2013 Amendment for more detail.
When you are contemplating a sale of your leasehold, the first step is to determine what you believe to be the market price for your leasehold, and any unique contract terms you are going to require as part of the sale. Prior to listing your leasehold for sale and commencing any marketing activity, you will need to offer to sell it to Stanford.
Before selling your leasehold or commencing any marketing activity, you will need to submit a Notice of Intent to sell to Stanford, which outlines the proposed price and terms of your offer to Stanford.
Stanford will request a brief walk-through of the property and provide you with a written response, the Lessor ROFO Response, indicating whether or not it accepts your offer. If Stanford accepts your offer, Stanford will prepare a purchase and sale contract and include it with the Lessor ROFO Response. In this case, the sale will proceed with Stanford and the sale process is complete. Please refer to the 2013 Amendment for more details. If Stanford declines your offer, please proceed to the next step.
If Stanford chooses not to purchase your leasehold, you will have 12 months to sell it to a third party without having to start the offer process over again with Stanford, provided the sale price is greater than or equal to the "Threshold Price", and the material terms of the third-party offer are consistent with those offered to Stanford. The "Threshold Price" is 95% of the original offer price presented to Stanford.
When you have received an acceptable written offer for your leasehold from a third party, before committing to the sale, you will need to submit a Notice of Pending Sale to Stanford that states the terms of the third-party offer. This notice will need to include a copy of the third-party offer documents.
Stanford will review the material terms of the third-party offer, compare the offer price to the Threshold Price, and submit a Lessor Sale Response. This response will indicate which of two paths will be followed:
If the material terms differ significantly from the original offer to Stanford or the third-party offer price is less than the Threshold Price (i.e., if it is less than 95% of the offer price), Stanford will have the right to match the third-party offer and purchase the leasehold. If Stanford chooses to match the third-party offer, Stanford will prepare and submit with the Lessor Sale Response a purchase and sale contract. In this case the sale will proceed with Stanford and the sale process is complete.
If Stanford declines to match the third-party offer, or if the offer is greater than or equal to the Threshold Price, and the material terms have not changed, you may proceed with the sale of the leasehold to the third party.
Any subsequent change in material terms or change to the price that would result in a net sale price below the Threshold Price will require a revised Notice of Pending Sale.
Upon completion of the sale to the third party following the steps outlined above, you will need to notify Stanford of the sale so that Stanford can acknowledge the new buyer. The Lease Amendment is assignable and will benefit future lessees upon a sale of your leasehold.
Upon completion of the sale to a third party, you will need to complete and submit to Stanford a Notice of Assignment, along with copies of the final escrow settlement statement and the instrument transferring the leasehold title to the new buyer. Upon confirmation that the price and terms of the third-party sale are consistent with those outlined in the Notice of Pending Sale, Stanford will acknowledge that the sale did not entitle Stanford to match its terms and can be deemed a permitted sale as more fully described in the 2013 Amendment.
Upon request, Stanford will provide you with an estoppel certificate for the benefit of any lender or purchaser of your leasehold.