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Sale-leaseback is when a company that owns an asset and uses it in its operations (eg. an warehouse), sells off the assets to another entity and then immediately leases it back. The company now has to pay rent on the warehouse which lowers the EBITDA (rent is subtracted as an operating expense). The upfront cash received from the sale of the asset goes on the balance sheet and could be used for debt repayment/ growth investment etc.

For a S-Corp, a 338(h) 10 election could be used - which is when a buyer treats an stock purchase as an asset purchase. Essentially, you buy the stock of the company like in a stock purchase, but in the purchase price allocation, you allocate all the excess to asset write-ups rather than goodwill. The higher asset value results in higher depreciation in future periods, which lowers your tax outgo. 338(h) 10 election is not allowed for C-Corps. So, the NOLs will provide some tax cover.

DumbMonkey
 

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