The standard for AI in life-sciences acquisitions

Re-underwriting a signed lab lease after the work letter is resolved

This article works through a 120,000-square-foot lab conversion after the final responsibility matrix moves $5.8 million of building infrastructure to the landlord and integrated commissioning moves rent commencement by 120 days. It shows how unchanged face rent becomes $9 million of additional funded cost and equity.

Life-sciences acquisitionsWorked re-underwrite15 minute read

A signed lab lease can preserve its area, rent and term while the owner's investment case changes materially. The controlling change is often inside the work letter: where the landlord's base-building systems end, where the tenant fit-out begins and which completed, operational and commissioned systems are required before rent starts.

That is the issue here. The initial case treats electrical, exhaust, lab waste, rooftop support and controls as largely available or funded through the tenant allowance. The resolved exhibits place the service upgrades, main distribution, structural work and integrated commissioning with the landlord. Base-building cost increases from $8.4 million to $14.2 million.

The following case is illustrative rather than client data. The acquisition price is $82 million. The lease pays $78 per square foot of annual base rent on 120,000 square feet. The original senior loan commitment is $82.180 million, or 70% of the initial funded cost, and does not automatically increase for later scope or delay.

The acquisition case before the final responsibility matrix

The initial project budget contains $8.4 million of landlord base-building work, an $18 million tenant-improvement allowance, a $3 million leasing commission and $6 million of soft costs and pre-rent carry. Total funded cost is $117.4 million, and rent commences January 1.

The final work letter and design documents make the landlord responsible for additional electrical service, emergency power, outside air, exhaust, heat recovery, lab-waste mains, process-water risers, roof reinforcement, shafts, controls and system commissioning.

The added scope increases landlord work by $5.8 million. Its procurement and commissioning sequence moves rent commencement to May 1 and adds $3.2 million of soft costs and pre-rent carry. The lease's stabilized NOI remains $9.06 million; the funded basis required to reach it does not.

Case after the work-letter resolution

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Underwriting lineInitial caseResolved work-letter caseMovement
Landlord base-building work$8.400M$14.200M+$5.800M
Rent commencementJanuary 1May 1+120 days
Total funded project cost$117.400M$126.400M+$9.000M
Stabilized NOI$9.060M$9.060M
Yield on cost7.72%7.17%−55 bps
Required equity$35.220M$44.220M+$9.000M

Resolving landlord and tenant work at each system boundary

The work-letter reconciliation is made at the system demarcation, not by labeling an entire trade landlord or tenant work. The landlord provides the upgraded electrical service and emergency power; the tenant distributes power from the agreed point to its lab equipment. The same division is applied to exhaust, plumbing and controls.

Existing equipment is not treated as available capacity until the basis of design, field survey and current tenant loads support it. Roof area is checked against equipment layout and screening. Shaft capacity is checked against duct routing. Electrical capacity is checked at service, distribution and emergency-power levels.

That resolution keeps the $18 million tenant allowance intact for the tenant fit-out. Moving a base-building upgrade out of the allowance does not make the upgrade disappear; it creates a separate landlord cost and can change the sequence that controls delivery.

Resolved responsibility matrix

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System or workstreamInitial treatmentResolved responsibility
Electrical service and emergency powerCarried in tenant allowanceLandlord service upgrade; tenant distribution after demarcation
Outside air, exhaust and heat recoveryStandard lab-ready allowanceLandlord equipment, roof support and main distribution
Lab waste and process-water risersTenant fit-outLandlord mains and neutralization; tenant branch connection
Shafts and rooftop structural capacityExisting capacity assumedLandlord reinforcement and new screened equipment area
Controls, balancing and commissioningTenant closeoutIntegrated landlord and tenant sequence before rent commencement

Rebuilding rent commencement from the commissioning sequence

Rent commencement follows the lease definition of substantial completion. In this case, the premises must have operational and commissioned base-building systems. Early access for tenant fit-out does not start rent, and completion of architectural finishes does not satisfy the commissioning condition.

The electrical-service release moves by 59 days. Permanent power and controls move by more than three months. Testing and balancing cannot finish before the landlord systems and the connected tenant equipment are available together, so integrated commissioning moves to March 20.

The rent date is therefore rebuilt from the controlling dependencies rather than moved by the average delay across all trades. May 1 includes commissioning closeout and the lease-required delivery documents after the March testing sequence.

Lab-ready delivery schedule

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Controlling milestoneInitial dateResolved dateCurrent dependency
Electrical-service releaseJuly 15September 12Utility design and switchgear release
Roof steel and major equipment setAugust 20October 18Structural reinforcement and crane sequence
Permanent power and controlsOctober 1January 12Service energization and controls integration
Testing, balancing and integrated commissioningNovember 15March 20Landlord systems and tenant equipment available together
Rent commencementJanuary 1May 1Substantial completion and commissioned base-building systems

Reconciling the resolved systems to funded cost

Electrical service and emergency power add $1.65 million. HVAC, exhaust and heat recovery add $1.75 million. Lab-waste, process-water and plumbing scope adds $850,000, and structural, roof and shaft work adds another $850,000.

Controls, testing, balancing and commissioning add $600,000. Design, permitting and contingency add $100,000. The landlord-work budget reaches $14.2 million before the unchanged tenant allowance or leasing commission.

The budget retains the responsibility trace. A switchgear change order returns to electrical service; roof steel returns to the equipment layout and structural design; commissioning returns to the systems and acceptance criteria it covers. The model does not hold the $5.8 million as one unallocated lab contingency.

Landlord-work budget bridge

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Model lineInitial caseResolved work-letter caseMovement
Electrical service and emergency power$1.600M$3.250M+$1.650M
HVAC, exhaust and heat recovery$2.400M$4.150M+$1.750M
Lab waste, process water and plumbing$1.100M$1.950M+$0.850M
Structural, roof and shaft work$1.250M$2.100M+$0.850M
Controls, balancing and commissioning$0.650M$1.250M+$0.600M
Design, permitting and contingency$1.400M$1.500M+$0.100M
Landlord base-building work$8.400M$14.200M+$5.800M

Carrying delivery into project basis and equity

Total funded cost increases from $117.4 million to $126.4 million. The $9 million increase is the $5.8 million of additional landlord work plus $3.2 million of soft costs and pre-rent carry from the longer delivery period.

The $82.180 million construction commitment remains fixed under the current loan documents. Required equity therefore increases from $35.220 million to $44.220 million. Stabilized NOI is unchanged at $9.060 million, but yield on cost falls from 7.72% to 7.17%.

Alternate treatments change both cost and date. Accelerated commissioning adds temporary systems and second-shift testing to start rent one month earlier. A tenant-funded specialty-scope case moves process-specific distribution beyond the agreed demarcation to tenant cost. The equipment delay case moves integrated testing and rent by another two months.

Funded project-cost reconciliation

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Model lineInitial caseResolved work-letter caseMovement
Acquisition price$82.000M$82.000M
Landlord base-building work$8.400M$14.200M+$5.800M
Tenant-improvement allowance$18.000M$18.000M
Leasing commission$3.000M$3.000M
Soft costs and pre-rent carry$6.000M$9.200M+$3.200M
Total funded project cost$117.400M$126.400M+$9.000M
Committed senior loan($82.180M)($82.180M)
Required equity$35.220M$44.220M+$9.000M
Alternate delivery treatments

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Delivery caseTreatmentRent commencementFunded costRequired equity
Resolved base caseCurrent landlord scope and integrated commissioning sequenceMay 1$126.400M$44.220M
Accelerated commissioningEarly controls integration, added temporary systems and second-shift testingApril 1$127.000M$44.820M
Tenant-funded specialty scopeTenant funds process-specific distribution beyond agreed demarcation pointsMay 1$123.900M$41.720M
Equipment-delay downsideSwitchgear and air-handling delivery move integrated testing by two monthsJuly 1$129.000M$46.820M

Reworking the case in Cap Orbit

Cap Orbit can work across the lease, work letter, responsibility exhibits, basis of design, construction documents, GMP, buyout log, change orders, equipment log, contractor schedule, commissioning plan, loan agreement and existing acquisition model in the same deal. Each system can be tied to its responsible party, cost, procurement milestone and delivery condition.

Source-to-model reconciliation

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Current sourceModel treatment
Lease, work letter and responsibility exhibitsLandlord work, tenant work, allowances and commencement conditions established
Basis-of-design and issued construction documentsLoads, capacities, demarcation points and system scope reconciled
GMP, buyout log and change ordersCurrent base-building and fit-out cost assigned to responsible party
Equipment log and contractor scheduleProcurement, installation and permanent-power dependencies phased
Commissioning plan and closeout requirementsTesting sequence tied to substantial completion and rent commencement
Loan agreement and acquisition modelCost, carry, committed debt, yield on cost and equity updated together

From there, you can have Cap Orbit reconcile the system boundaries, update the landlord-work budget, rebuild the commissioning sequence and carry the resulting rent date through pre-rent carry, funded cost, yield on cost, committed debt and equity in the existing model.

The same deal record supports the delivery cases that matter here: earlier commissioning with added acceleration cost, tenant funding beyond a stated demarcation, different equipment dates or a later integrated test. Each case returns the same connected outputs—scope, responsibility, cost, substantial completion, rent commencement, basis and equity.

The standard for AI on this asset class is a delivery case in which the lease definition, lab infrastructure, commissioning plan and capital stack resolve to the same rent commencement date.