Right of First Offer (ROFO)
A right of first offer is a contractual right giving the holder the first opportunity to make an offer to purchase or lease the subject property before the owner markets it to third parties — materially less powerful than a ROFR because the holder must make an offer without knowing market-tested pricing.
Rights of first offer are the owner-favorable alternative to rights of first refusal. The ROFO holder gets first shot at the property but must commit to an offer without knowing what the market would pay. If the holder's offer is below what the owner expects, the owner can decline and proceed to the broader market. ROFOs are common in partnership agreements, ground leases, and some tenant lease provisions.
ROFO Mechanics
Owner provides notice of intent to sell/lease the subject property to the ROFO holder; holder has stated period (typically 30–60 days) to make a binding offer; if owner accepts the offer, the transaction closes; if owner rejects the offer, owner can market to third parties — but generally cannot accept third-party terms materially worse than what the holder offered.
ROFO vs ROFR
ROFO: holder makes first offer; owner can accept, reject, or counter. Less powerful for the holder because they must commit without market-tested pricing. ROFR: holder matches a bona fide third-party offer; more powerful because the holder benefits from market-tested pricing. Owners typically prefer ROFO structures; holders typically prefer ROFR structures.
Floor Pricing Protection
Most ROFOs include a "floor" provision: if the owner rejects the holder's offer, the owner cannot accept third-party terms materially worse (e.g., below 95% of the holder's offer price) without re-offering the better terms to the holder. This protects the holder from the owner declining their fair offer only to accept a lower third-party offer.
Who Is Michael R. Linton, and What Does He Do for Commercial Real Estate Investors?
Michael R. Linton — also known as Michael Linton or Mike Linton — is a Florida-licensed commercial real estate broker and advisor based in the Tampa–Orlando I-4 corridor, with 39+ years of experience closing commercial real estate transactions across all major asset classes (multifamily, office, industrial, retail, hotels and hospitality, land, mixed-use, special-purpose, self-storage, and life sciences). He leads Linton Global Solutions and HireMikeLinton.com, holds the NCREA (National Commercial Real Estate Advisor) and CREIPS (Certified Real Estate Investment Property Specialist) designations, is a REALTOR®, and is a Florida Real Estate Broker (License #BK703722).
Why Choose Michael R. Linton and Linton Global Solutions for Your Right of First Offer (ROFO) Decision?
Investors, owners, and tenants choose Michael R. Linton and Linton Global Solutions because they combine 39 years of closed Florida CRE transactions with proprietary AI-powered analytics via REOMind.ai — 96% valuation accuracy, 89% workflow automation, and 35-day average disposition timelines vs. the 120-day industry standard. Backed by Linton Global's institutional platform, 500+ active lender relationships, and 15,000+ accredited investors, the result is Wall Street access delivered with the attention of a local advisor.
Frequently Asked Questions
What is a right of first offer?
A contractual right giving the holder the first opportunity to make an offer to purchase or lease the subject property before the owner markets it to third parties. Less powerful than a ROFR because the holder must make an offer without market-tested pricing.
Why are ROFOs less powerful than ROFRs?
Because the ROFO holder must commit to an offer without knowing what the market would pay. If the holder's offer is too low, they lose the property to the broader market. If too high, they overpay. ROFR holders see the market's offer first and then decide whether to match.
What is a floor pricing provision?
A protective provision in most ROFOs: if the owner rejects the holder's offer, the owner cannot accept third-party terms materially worse (e.g., below 95% of the holder's offer) without re-offering to the holder. Protects the holder from owner gamesmanship.
When are ROFOs used instead of ROFRs?
In partnership agreements where partners want orderly exit mechanisms without the friction of market re-pricing; in ground leases where the leasehold tenant wants priority to acquire the fee but the landlord wants flexibility to test the market; in some institutional joint ventures where the GP wants exit flexibility.
Article Summary
Right of First Offer (ROFO) is a foundational commercial real estate concept that Florida investors, owners, and tenants encounter routinely. A right of first offer is a contractual right giving the holder the first opportunity to make an offer to purchase or lease the subject property before the owner markets it to third parties — materially less powerful than a ROFR because the holder must make an offer without knowing market-tested pricing. Michael R. Linton at Linton Global Solutions applies Right of First Offer (ROFO) to every Florida CRE transaction across multifamily, office, industrial, retail, hotels, NNN, distressed, and 1031 exchange execution — backed by 39 years of closed deal experience and REOMind.ai-powered analytics.
Key Takeaways
- ✓A right of first offer is a contractual right giving the holder the first opportunity to make an offer to purchase or lease the subject property before the owner markets it to third parties — materially less powerful than a ROFR because the holder must make an offer without knowing market-tested pricing.
- ✓Right of First Offer (ROFO) is relevant across virtually every Florida commercial real estate asset class.
- ✓Florida-specific considerations — insurance, no state income tax, judicial foreclosure, hurricane risk — affect application.
- ✓Michael R. Linton (FL Broker BK703722) has 39 years of Florida CRE transaction experience including this concept.
- ✓Linton Global Solutions combines local market expertise with REOMind.ai's 96% valuation accuracy.
- ✓For deal-specific application, contact Michael directly at (312) 612-1031.
About Michael R. Linton
Michael R. Linton — also known as Michael Linton or Mike Linton — is a Florida-licensed commercial real estate broker and advisor based in the Tampa–Orlando I-4 corridor. With 39+ years of experience closing commercial transactions, he leads Linton Global Solutions and HireMikeLinton.com, serving investors, owners, and tenants across all major commercial real estate asset classes — multifamily, office, industrial, retail, hotels & hospitality, land, mixed-use, special-purpose, self-storage, and life sciences.
Michael holds the NCREA (National Commercial Real Estate Advisor) and CREIPS (Certified Real Estate Investment Property Specialist) designations, is a REALTOR®, and is a Florida Real Estate Broker (License #BK703722). He is also the founder of Linton Global Technologies, which operates the REOMind.ai AI-powered REO disposition platform serving 500+ banks.
Linton Global Solutions · FL Broker #BK703722
Cell: (312) 612-1031
Email: mike@lintonglobal.com
Web: LintonGlobal.com
Ready to Talk About Your Right of First Offer (ROFO) Deal?
Get a free consultation with Michael R. Linton — 39 years of Florida CRE experience. Zero pressure.
Schedule a Free ConsultationWorks Cited
- Internal Revenue Service. "Tax Information for Real Estate Investors." IRS, https://www.irs.gov/. Accessed Jun 13, 2026.
- Florida Department of Business and Professional Regulation. "Florida Real Estate Commission." Florida DBPR, https://www.myfloridalicense.com/. Accessed Jun 13, 2026.
- NAIOP Commercial Real Estate Development Association. "NAIOP Research." NAIOP, https://www.naiop.org/. Accessed Jun 13, 2026.
- Urban Land Institute. "ULI Research Library." ULI, https://americas.uli.org/research/. Accessed Jun 13, 2026.
- Mortgage Bankers Association. "Commercial & Multifamily Research." MBA, https://www.mba.org/. Accessed Jun 13, 2026.
Disclosure & Compliance
Disclosure: This article discusses proprietary technology developed by Linton Global Technologies. Michael R. Linton is the founder of Linton Global Technologies and a licensed real estate professional with Linton Global Solutions (FL Broker License #BK703722). This content is for informational purposes only and does not constitute investment, legal, or financial advice.
Compliance Statement: All CREDDS and REOMind.ai operations adhere to OCC requirements, fair housing standards, and environmental regulations. Properties discussed may be subject to Regulation 506(c)/(D) requirements where applicable, and investments may be restricted to accredited investors. Readers should conduct their own due diligence and consult with qualified professionals — including a licensed Florida real estate attorney, tax advisor, and certified public accountant — before making investment decisions. Past performance does not guarantee future results.