Market Notes ← Sam Mishra

October 2026 · Build-to-suit

Build-to-suit: who carries the risk when reality differs from the model

In build-to-suit investing, the headline economics are only the starting point.

A project may appear attractive: a creditworthy tenant, a long lease and a compelling projected return. But the investment case depends on details that can shift costs, timing and risk.

Before committing capital, I want to understand:

  • Who bears construction cost overruns?
  • When does rent commence if delivery is delayed?
  • Are power, utilities and site improvements clearly addressed?
  • What options does the tenant have if its requirements change?
  • How readily could the building serve another user?

These questions matter because a facility designed around one occupant may have limited alternatives if the original business plan changes. Re-tenanting costs and conversion time can materially affect the downside.

That is why due diligence should test more than whether the base case works. It should clarify what happens when assumptions do not hold, and whether the risks are priced and allocated appropriately.

Framework: five build-to-suit risks, who each falls on, and the investor's guardrail. Construction cost overruns fall on the GC then the developer, mitigated by a GMP contract, contingency and a developer completion guaranty. Rent commencement on delay flows to the investor, mitigated by tying rent to actual delivery with delay liquidated damages flowing to the owner. Power, utilities and site work fall on the developer, mitigated by defined delivery conditions with utilities as conditions to closing. Tenant options if needs change fall on the tenant then the investor, mitigated by capped expansion and contraction rights plus recapture and termination fees. Re-usability for another tenant flows to the investor, mitigated by a generic spec, residual-value underwriting and a parent-credit guaranty.

The model shows the expected return.

The lease and project documents help determine who carries the risk when reality differs from the model.

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