Right of First Offer (ROFO)

A right of first offer requires the property owner to first offer a sale or lease to the ROFO holder before marketing the property to third parties. If the holder declines, the owner can market publicly.

What it means

ROFOs are lighter than ROFRs — the holder gets a first look, but the owner can sell to third parties if the ROFO holder declines (typically at a price not below what the owner offered the ROFO holder). ROFOs affect marketability less than ROFRs.

Common in long-term anchor tenant leases, master lease arrangements, and some JV agreements. Landlords selling property with ROFOs must carefully document the offer process to avoid disputes.

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