Frequently Asked Questions
What are the phases of the Investment Grade off-market disposition process?
Five phases. Phase one is pre-listing analysis: tenant credit verification, lease abstract review, capital stack analysis, and identification of any pre-sale issues. Phase two is BOV and pricing strategy: comparable sales analysis, cap rate positioning, and target buyer list assembly. Phase three is curated buyer outreach: NDA distribution, OM delivery to qualified principals, and initial offer solicitation. Phase four is negotiation: offer evaluation, counteroffer strategy, and term sheet finalization. Phase five is closing: due diligence facilitation, estoppel collection, and coordination through close.
How long does each phase of the off-market process typically take?
Pre-listing analysis runs two to three weeks for single assets, longer for portfolios. BOV and pricing strategy adds another one to two weeks. Curated outreach to first offer usually takes three to four weeks. Negotiation through hard contract typically takes two to four weeks. Closing from hard contract takes 30 to 60 days depending on financing complexity, environmental work, and tenant estoppels. Total elapsed time from engagement to close runs 90 to 150 days for most off-market dispositions.
How does Investment Grade build the curated buyer list for an off-market sale?
The curated list is built from four sources: institutional buyers actively acquiring in the asset class, geography, and price tier; principal buyers who have purchased similar assets from us in the past; 1031 buyers in their identification window with criteria that match the asset; and specific portfolio fit buyers identified through tenant, location, or operating characteristics that align with a known buyer's strategy. Most off-market processes target 12 to 30 qualified principals rather than the broad market.
What is the role of NDAs in the off-market process?
The NDA is signed before any property-specific information is shared. It binds the buyer entity, its principals, and any consultants reviewing the asset to confidentiality on the existence of the transaction, the property identity, the seller identity, the financial terms, and any tenant or operating business at the property. NDA breach is grounds for buyer disqualification and, in some cases, indemnification provisions that protect the seller from tenant relationship damage caused by the breach.
How does Investment Grade handle offer negotiation in an off-market process?
Initial offers are evaluated against the BOV, the pre-set seller floor, and the relative competitive position of other principals in the process. Counteroffers focus on price, due diligence period, earnest money deposit, financing contingencies, and closing date alignment with seller objectives. Strong offers move directly to a binding LOI within 7 to 14 days; weaker offers are either declined or held while stronger principals are advanced. The process maintains optionality across multiple buyers until a hard contract is signed.
The Investment Grade off-market process in five phases: (1) Engagement and pre-listing analysis. (2) BOV and pricing strategy. (3) Curated buyer list assembly. (4) Confidential outreach and NDA process. (5) Offer negotiation, contract, and close. End-to-end typically 45 to 90 days from engagement to close, with the structure preserving optionality to convert to public listing if the off-market window does not produce.
Off-market CRE distribution is a structured discipline, not a casual private-marketing exercise. A well-run process protects confidentiality, reaches the right institutional buyer pool, develops defensible pricing, and produces certainty of close. A poorly run off-market is worse than a public listing because the seller loses the auction premium without gaining the off-market benefits.
This is the detailed walkthrough of the Investment Grade off-market disposition process. Five phases, with the specific activities, deliverables, and timeline within each.
Phase 1: Engagement and Pre-Listing Analysis
Timeline: 5 to 10 business days from initial conversation to engagement letter execution.
The engagement begins with a confidential conversation. The seller describes the asset, the lease structure, the tenant profile, the ownership structure, the timing constraints, and the strategic objectives. Investment Grade reviews the rent roll, the lease(s), recent tax assessments, any environmental or title issues known, and the asset’s transaction history.
The pre-listing analysis covers four dimensions. First, the asset itself: physical condition, location quality, market depth, and any structural issues. Second, the lease: term remaining, escalations, renewal options, tenant credit, guarantor structure, ROFR/ROFO provisions. Third, the seller’s objectives: target price, walk-away price, timeline, post-sale strategy, tax position. Fourth, the strategic recommendation: off-market only, public listing, or hybrid.
The honest pre-listing analysis sometimes concludes that off-market is not the right path. Investment Grade does not push every engagement to off-market. For generic stabilized assets with broad market appeal and no urgency, public listing is recommended. For specialty assets, owner-operator real estate, time-pressured situations, and confidentiality-driven sellers, off-market is the recommendation. The decision framework is in Off-Market vs On-Market: When to List, When to Distribute Privately.
The engagement letter formalizes the brokerage relationship, the commission structure (with full disclosure if dual agency or buy-side representation may also apply), the engagement term, and the off-market window before any conversion to public listing if applicable.
Phase 2: BOV and Pricing Strategy
Timeline: 5 to 7 business days from engagement.
The Broker’s Opinion of Value (BOV) is a written analysis of the asset’s value supported by recent comparable transactions, current cap rate environment, and tenant-specific demand. The BOV is not an appraisal, and Investment Grade is careful to communicate that distinction. It is a defensible market-based estimate of where the asset will likely clear, with a range rather than a point estimate.
The BOV draws on Investment Grade’s NNN comparable database, supplemented by recent public transaction data from brokerage research reports, REIT acquisition disclosures, and direct communication with active institutional buyers about their current bid range. For specialty assets where comparable transactions are limited, the BOV includes additional analytical work on cap rate spreads against the institutional benchmark, tenant credit premiums, and market-specific adjustments.
The pricing strategy translates the BOV into specific positioning: target price, walk-away price, the price range that will be communicated to the buyer pool, and how the price will be presented (firm asking, range, BOV referenced, or “submit best offer”). Different positioning works for different buyer types and different asset profiles. The pricing approach is documented before outreach begins and aligned with the seller’s expectations.
Phase 3: Curated Buyer List Assembly
Timeline: 3 to 5 business days, parallel to Phase 2.
The buyer list is assembled based on three filters. First, mandate fit: which institutional buyers have stated mandates that include this asset class, this tenant credit profile, this geography, this size, and this lease structure. Second, recent activity: which buyers in the mandate-fit set have actually closed comparable deals in the last 12 to 24 months. Third, capital position: which buyers are currently in market for new acquisitions versus which are in a pause cycle.
The resulting list typically includes 15 to 50 pre-qualified buyers, drawn from net-lease REITs, NNN-focused private equity, asset-class-specific REITs, family offices, and active 1031 buyers. Each buyer on the list is selected with a specific reason. Generic database scrapes are not the methodology.
The full buyer profile and how each category is reached is in The Off-Market NNN Buyer Universe.
Phase 4: Confidential Outreach and NDA Process
Timeline: 14 to 21 days from outreach start to offer collection.
Outreach is conducted directly to each buyer on the curated list, typically by Investment Grade’s principal or a designated transaction specialist. The first touch is a confidential teaser: brief description of the asset (type, geography at metro level, approximate size, approximate price range, approximate cap rate range) without specific identifying information. The teaser tests interest before any confidential information is released.
Buyers expressing interest receive the NDA. The NDA covers asset confidentiality, restriction on tenant or competitor outreach, non-circumvent provisions, and a 12 to 24 month term. The NDA is non-negotiable on the core protections, with reasonable buyer-specific modifications allowed for institutional counterparties (most institutional buyers have standard NDA modifications they request, and these are routine).
NDA-executed buyers receive the full Confidential Information Memorandum (CIM): asset details, full rent roll, lease(s), tenant credit analysis, market analysis, financial pro forma, and any due diligence materials available pre-engagement. Q&A is managed through Investment Grade, not directly between buyer and seller, until late-stage diligence.
Offers are collected over a structured window, typically 14 to 21 days from CIM release. Verbal indications of value are followed by written Letters of Intent. The seller receives a comparison matrix of all offers with normalized terms (price, cap rate, due diligence period, financing contingencies, deposit structure, close timeline) and Investment Grade’s recommendation.
Phase 5: Offer Negotiation, Contract, and Close
Timeline: 30 to 60 days from selected LOI to close.
Offer evaluation considers price, certainty of close (buyer’s track record on similar deals, contingencies, financing structure), due diligence period, deposit structure, and the buyer’s behavior during the offer process. The highest gross price is not always the best offer. A buyer who has closed five comparable deals in the last year with no breaks at a slightly lower price often beats a higher-priced offer from a buyer with a less reliable track record.
The selected buyer enters Purchase and Sale Agreement (PSA) negotiation. PSA negotiation typically takes 5 to 10 business days for institutional NNN. The buyer’s due diligence period (typically 30 to 45 days) covers physical inspection, title, environmental review, lease verification, tenant interviews where appropriate, and financing confirmation. Closing follows immediately after due diligence release.
Total time from LOI selection to close: typically 30 to 60 days for institutional buyers, slightly longer for individual or family office buyers using third-party financing.
If the Off-Market Window Does Not Produce
Many engagements include an automatic conversion provision. If the off-market process does not produce an acceptable offer in the agreed window (typically 45 to 60 days), the engagement converts to a public listing through Broker of Record co-listing partnerships in the relevant state. The off-market period is preserved at no penalty to the seller, and the public marketing window comes after if needed.
The conversion is not automatic in every case. Some engagements remain off-market only because the seller is willing to extend the window if pricing has been the issue, or because a public listing remains contraindicated for confidentiality or operational reasons. The conversion provision is structured per engagement based on the seller’s specific situation.
Compliance and Disclosure
Investment Grade Income Property, LP is a licensed commercial real estate brokerage. Out-of-state listings are coordinated through Broker of Record co-listing partnerships with licensed brokers in the relevant state, ensuring full regulatory compliance on every transaction regardless of location. Compensation is fully disclosed in the engagement letter, with explicit disclosure if Investment Grade may also represent a buyer on the same transaction (dual agency, where permitted).
Begin the Pre-Listing Conversation
The pre-listing conversation is at no cost and produces a written analysis covering the BOV range, the recommended path (off-market, public, or hybrid), and the specific buyer pool that would be reached. Email team@investmentgrade.com, call 312.433.9300 x20, or see contact Investment Grade for the full service overview.
For the broader off-market framework see Off-Market CRE Sales: The Complete 2026 Guide.
