The Patriot Deal Room: Doing the Dance - How You Get to a Number That Works for Everybody.


THE PATRIOT DEAL ROOM

Why I passed. Why I bought. What it teaches.

THE PATRIOT DEAL ROOM

ISSUE NO. 04  //  MULTI-TENANT SMALL BAY / FLEX INDUSTRIAL  //  FORT WORTH-ADJACENT SUBMARKET

Doing the Dance: How You Get to a Number That Works for Everybody.

By Jeremiah Boucher  |  Founder & CEO, Patriot Holdings

A seller who won't show us a rent roll. No trailing financials, no P&L — just a unit mix, a site plan, and a purchase price we tracked down ourselves: $15,000,000, about a year ago.

This isn't a deal you close in one phone call. It's a dance — slow and steady, working directly with an off-market owner until both sides land on a number that actually works. We put in an LOI. The seller countered. Neither of us has moved off our number today, and neither of us has walked away.

DEAL SNAPSHOT  (details anonymized — the listing is private)

Asset class Multi-tenant small bay industrial / flex park — two buildings across multiple contiguous parcels
Market A Fort Worth-adjacent submarket in North Texas
Size ~155,000 SF across ~60 suites (1,750–9,000 SF) on ~13 acres, plus a working oil-operation pad and an outdoor storage (IOS) use with zero lease detail
Seller's basis Purchased for $15,000,000 in 2025 (~$96.77/SF) — under 18 months before this offer
Seller's counter $19,000,000 (~$122.58/SF)
Our offer $16,000,000 (~$103.23/SF), $160,000 EMD, 45-day due diligence (15-day extension option), closing 30 days after DD expires
Occupancy Per the seller's site plan (no rent roll provided): ~95,000 SF occupied (~62%), ~59,000 SF vacant (~38%)

What We Liked

  • A real, diverse tenant base already paying rent. Across ~95,000 SF: a fitness studio, an auto detailing/coating shop, an apparel operation, a security/retail supplier, a liquidation wholesaler, and an indoor sports-training tenant occupying a combined ~17,000 SF — real small businesses, not a spreadsheet story.
  • Chunky vacancy, not scattered vacancy. ~59,000 SF of vacant space sits in eight blocks, three of them a full 9,000 SF each — a handful of larger leasing events to stabilize, not fifty tiny ones.
  • Real scale, in one transaction. ~13 acres and over 150,000 SF in a Fort Worth-adjacent submarket, sourced before it hits a marketed process.
  • We have an exact unit mix. ~60 suites, real square footages, even with no seller financials — enough to build our own stabilized rent roll from the ground up instead of trusting a number the seller won't show us.

What We're Watching

  • No financials, by design. The seller won't produce trailing income or expenses. Most groups pass here; we underwrote our own stabilized rent roll off the unit mix instead of walking away from a real shot at an off-market basis.
  • The condo-conversion story. The seller's plan is to condo out individual suites and sell them off one at a time at a premium. We don't believe it — this is the same tenant profile as everywhere else in this asset class: auto shops, a fitness studio, a liquidation wholesaler. They want to know their rent number, not take on an HOA, a reserve study, and a mortgage on a 2,250 SF bay.
  • Two uses with zero lease detail. An active oil-operation pad and an industrial outdoor storage (IOS) use sit on the site. Until we're inside a PSA we don't know the terms, remaining term, or any environmental history tied to the oil use — a real diligence item, not something we're solving for today.
  • A basis that already tells the story. The seller paid $15,000,000 for this thirteen months ago and is reportedly losing money on it every month since — and is now asking $19,000,000, a 26.7% markup over their own basis, for an asset performing worse than when they bought it.

Seller Motivation Check

Per the brokers, the seller is bleeding cash on this asset today. We confirmed the one number that matters most independently of anything they told us: they bought it for $15,000,000 in 2025. A seller who paid that a year ago, is losing money every month since, and is now asking $19,000,000 anyway isn't negotiating from urgency — they're negotiating from a story (the condo conversion) they still believe will bail them out. We don't think it will. No forced timeline is visible yet, but a seller with a lame duck property has a clock running whether they admit it or not. We're not pushing for an immediate close here — we're playing the long game and letting that clock do part of the talking for us.

Read the (Partial) P&L Like an Operator

There's no rent roll to scrub here — the seller wouldn't produce one. What we do have is an accurate unit mix: roughly 60 suites totaling roughly 155,000 SF, roughly 95,000 SF (about 62%) occupied by a real tenant roster, and roughly 59,000 SF (about 38%) vacant, concentrated in a handful of large blocks.

We underwrote our own stabilized rent roll off that unit mix at market small-bay rents for this submarket — not a number the seller handed us. That gets us to a stabilized NOI of approximately $1,250,000 across the roughly 150,000 SF of leasable building area.

At a 7.8% stabilized yield, that NOI supports almost exactly our $16,000,000 offer. At the seller's $19,000,000 counter, the same NOI is a 6.58% yield. And at the seller's own $15,000,000 purchase price from barely a year ago, it's 8.33% — meaning even the seller's own basis pencils better than what they're asking us to pay for it today. They're asking us to underwrite worse than they did, on an asset performing worse than when they bought it.

Doing the Dance: Why We're Fine Sitting at $16M

$16,000,000 is built from our own unit mix and our own stabilized rents, not from anything the seller told us — that's our number today. It's also the opening move — enough to get us in the door, build trust, and eventually see some true financials. The seller countered at $19,000,000, asking for a premium over their own thirteen-month-old basis for a business plan we don't think a single tenant in this park would actually take them up on.

We're not disappointed by that counter — we expected it. This is how the dance starts. This seller isn't motivated yet, and no amount of underwriting changes that today. What changes it is time and patience: a seller bleeding cash every month on a plan that depends on tenants who don't want to own their suites doesn't sit at $19,000,000 forever. We're playing this slow and steady, staying professional and prompt on every round, working toward a number that works for both of us. Ours could move too, depending on what we learn along the way. Nothing is signed.

Closing Lesson

This is what off-market sourcing at this size actually looks like. Not a broker call that turns into a clean rent roll and a fast close — a seller who won't show you the numbers, a business plan you don't believe, and a first counter that isn't close. Most groups pass the moment the seller says no to financials. We built our own income model off a unit mix instead, made a real, underwritten offer, and now we do the dance: back-and-forth, slow and steady, until we land on a number that actually works for both sides. Acquisitions at this level isn't a search for a lucky phone call — it's playing the long game with limited information, because that limited information is also where the opportunity lives. Stay professional. Stay prompt. Keep dancing until it's a win-win.

WHERE THIS STANDS TODAY

This deal is still alive. Neither side has walked. The whole negotiation right now is closing the gap between our $16,000,000 and the seller's $19,000,000 — nothing more complicated than that, and no reason to rush it. Given where the market sits today, closing that gap is a real possibility, not a long shot. We'll tell you how the dance plays out.

Subscribe

If you want the real numbers behind every deal we look at — the ones that get done, the ones we walk away from, and the ones that take a year of follow-up to come back around — subscribe to The Patriot Deal Room on LinkedIn and by email (Kit). Every issue is a real underwriting decision, broken down the way we actually make it. And if you're an investor or an owner looking for a partner who plays this same long game, that's exactly the kind of conversation this newsletter is meant to start.

The Patriot Deal Room

For people who love to go deep into the mechanics of commercial real estate deals. Every week we break down a real one: small bay flex industrial, mobile home parks, self-storage, any multi-tenant deal where the goal is cash flow. The common sense evaluation. Where the numbers come from, where the risk actually sits, and what a billion dollars of transactions over 20 years taught me the hard way.

Read more from The Patriot Deal Room

THE PATRIOT DEAL ROOM Why I passed. Why I bought. What it teaches. THE PATRIOT DEAL ROOM SMALL BAY "FLEX" INDUSTRIAL PARK // A SUBURBAN SUBMARKET IN SOUTH JERSEY THE JUICE WAS WORTH THE SQUEEZE Is the Juice Worth the Squeeze? By Jeremiah Boucher | Founder & CEO, Patriot Holdings The Hook Six tenants. Four of them are youth sports and fitness businesses. And the park is wrapped in a condominium — we own the buildings outright and we'll run the association, but the operating costs live on two...

VERDICT: KILL — UNDER CONTRACT, TERMINATED IN DUE DILIGENCE On the Surface It Looked Good. Then We Read the Leases. By Jeremiah Boucher | Founder & CEO, Patriot Holdings We were genuinely interested in this one. 46,000 SF of small bay flex in a central Connecticut metro. A diverse tenant base with no concentration risk. 90% occupied. And a strong basis — $117/SF, below what it costs to build. We liked it enough to put it under contract. Then we got into diligence, started reading the actual...

THE PATRIOT DEAL ROOM ISSUE NO. 03 // SMALL BAY "FLEX" INDUSTRIAL // SOUTHERN FORT WORTH SUBMARKET VERDICT: PASS AT $3.3M | OFFER STANDING AT $2.7M The $70-a-Foot Flex Trap: Why I Offered $57 a Foot The price per foot is the bait. The rent roll is the hook. By Jeremiah Boucher | Founder & CEO, Patriot Holdings · 7 min read My team and I look at a lot of deals. This one I walked personally — flew into Dallas, drove the site, talked to tenants working on a Saturday. On paper it's a steal:...