Sale-and-lease-back

Sale and leaseback is a financing method in which a company sells an asset to an investor and then leases it back from the buyer. This method is often used to release tied-up capital and improve liquidity. In Germany, sale-and-leaseback is used in various sectors, including the media and film industry.

Legal classification

1. civil law: combination of purchase contract and leasing contract 2. tax law: complex tax treatment, depending on the specific structure 3. commercial law: accounting regulations according to HGB and IFRS 4. insolvency law: possible contestability in the event of insolvency of the seller/lessee

Functionality

1. sale: company (seller) sells asset to investor (buyer) 2. lease agreement: simultaneous conclusion of a lease agreement for leaseback 3. use: seller continues to use the asset in return for lease payments 4. term: typically medium-term to long-term contracts 5. options: Possible repurchase option at the end of the lease term

Application areas

1. real estate: office buildings, production facilities, logistics centers 2. machinery and equipment: production facilities, vehicle fleets 3. IT infrastructure: servers, networks, computer systems 4. media and film: film rights, licenses, technical equipment

Advantages

1. liquidity improvement: release of tied-up capital 2. balance sheet optimization: possible improvement of balance sheet ratios 3. tax aspects: Potential tax benefits 4. Flexibility: Adaptation to changing business needs 5. Off-balance sheet financing: Possible under certain conditions

Disadvantages and risks

1. costs: often higher total costs compared to traditional forms of financing 2. long-term commitment: restriction of future freedom of action 3. dependency: risk of financial difficulties on the part of the lessor 4. complexity: legal and tax challenges 5. depreciation: risk of impairment of the leased asset

Special features in the media and film industry

1. film rights: sale-and-lease-back of film rights and licenses 2. production financing: use to finance film productions 3. catalog exploitation: monetization of film catalogs 4. international aspects: Cross-border transactions and exploitation of rights

Legal and tax challenges

1. attribution of beneficial ownership 2. VAT treatment 3. accounting in accordance with HGB and IFRS 4. contract design and risk allocation 5. compliance with industry regulations (e.g. Film Subsidies Act)

Current developments and trends

1. digitalization: adaptation to digital assets and business models 2. ESG criteria: Consideration of sustainability aspects 3. regulatory changes: Adaptation to new accounting and tax regulations 4. Innovative structures: development of hybrid and flexible sale-and-lease-back models

Conclusion

Sale-and-leaseback is a complex financing instrument that offers companies, particularly in the media and film industry, opportunities to raise capital and optimize their balance sheets. Its use requires careful consideration of the advantages and disadvantages as well as precise legal and tax structuring. In a changing economic and regulatory environment, sale and leaseback remains a relevant but challenging financing tool, the use of which requires thorough analysis and expert advice.