SecondaryDAO Property Acquisition Program
Version: 2.0
Last Updated: April 2026
Target Audience: Institutional Investors, Real Estate Funds, Family Offices
Table of contents
1. Executive summary
SecondaryDAO’s institutional buyout mechanism allows a qualified buyer to acquire 100% of a tokenized real estate property through an on-chain public offer process. The buyer offers a price per token, holders decide whether to sell during the offer window, and if enough tokens are tendered to meet the required threshold, the remaining holders are bought out automatically at the same price.
This structure is designed to make the process transparent, rule-based, and verifiable. The price, deadline, threshold progress, and locked fee rates are visible. Sellers who tender voluntarily and sellers who are forced out after threshold is reached receive the same per-token price, subject to the same seller-paid platform fee.
Key features
On-chain transparency — Offer terms, threshold progress, and settlement logic are visible and rule-based.
Automated settlement — Once threshold is reached, the contract handles the remaining transfers automatically.
Governance-controlled exit premium — Token holders can vote on the exit premium within the permitted range.
Fee lock at offer creation — Fee rates are fixed when the offer is created and cannot change mid-offer.
Compliance-gated access — Only approved institutional buyers may initiate buyouts.
Typical buyout parameters
Threshold: 51% of uncontrolled tokens
Offer window: 1 to 90 days
Platform fee: Seller-paid, up to 10%
Exit premium: Buyer-paid, 5% to 50%, governance-controlled
Buyer fee: Buyer-paid, up to 10%
Settlement asset: USDC
2. Buyout mechanism overview
What is a buyout?
A buyout is the process by which an institutional investor acquires 100% ownership of a tokenized property by offering to purchase the outstanding property tokens from existing holders.
How it works
Step 1: Buyer approval
The buyer must first complete KYC, AML, and compliance review. Once approved, the buyer’s wallet is authorized to create a buyout offer.
Step 2: Offer creation
The buyer creates a public offer that includes the price per token and the deadline. At that time, the buyer must lock enough USDC to cover the full possible acquisition amount, plus buyer-paid fees.
Step 3: Voluntary tenders
During the offer window, holders may sell voluntarily into the offer. They are paid immediately in USDC, minus the platform fee deducted from their payout.
Step 4: Dynamic threshold test
The relevant threshold is not based on total supply. It is based on uncontrolled tokens, meaning tokens the buyer does not already own when the offer is created.
Step 5: Automatic completion if threshold is reached
If voluntary tenders reach the threshold, the remaining tokens are transferred automatically and the non-tendering holders receive the same price per token as those who sold voluntarily.
Dynamic threshold
The threshold is 51% of uncontrolled tokens, not 51% of total supply.
Formula:
Uncontrolled tokens = Total supply - Buyer’s pre-owned tokens
Tokens needed to trigger forced buyout = 51% of uncontrolled tokens
This matters because pre-acquired tokens reduce the number of tokens the buyer needs through the formal offer.
Important practical effect
A buyer that already owns tokens before creating the offer needs fewer additional tokens to trigger the forced buyout. That can materially change both the threshold math and the cost structure.
3. Eligibility requirements
Institutional buyers must satisfy the platform’s compliance and onboarding standards before they can initiate a buyout.
KYC and AML requirements
Completed institutional KYC
Beneficial ownership disclosure
Source of funds verification
Sanctions and AML screening
Financial requirements
Proof of funds sufficient for the full transaction
Wallet capable of holding and transferring required USDC
Capacity to fund buyout amount plus buyer-paid fees
Technical requirements
EVM-compatible wallet
Ability to interact with on-chain offer contracts
Whitelisted wallet address where required by platform compliance rules
Legal requirements
Valid legal entity documentation
Authority to transact
Any required board, manager, or internal approvals
Any required securities-law or regulatory qualifications for participation
Compliance approval
All buyouts require approval before launch. Compliance review focuses on buyer eligibility, source of funds, documentation completeness, and whether the proposed transaction fits the legal and regulatory structure for that property.
4. Fee structure and pricing
Core principle
There are three separate fee components, and they do not all affect the same party.
Platform fee
Paid by the seller. Deducted from each seller’s gross proceeds.
Exit premium
Paid by the buyer. Goes to the platform treasury, not to sellers. Token holders may vote to change it within the allowed range.
Buyer fee
Paid by the buyer. Goes to the platform treasury.
Fee lock
All fee rates are locked at offer creation. Once the buyer creates the offer, those rates do not change for that offer.
Pricing logic
The buyer chooses a price per token. That offer price determines what voluntary sellers receive before seller fees, and it also becomes the same per-token price used for holders who are forced out if threshold is reached.
Illustrative total cost structure
Total buyer cost is driven by:
Base token purchase amount
Plus exit premium
Plus buyer fee
Seller payout is driven by:
Gross token sale amount
Minus platform fee
What buyers need to understand
The cheapest successful buyout is usually not the one with the lowest opening offer. It is the one with the lowest price that still clears threshold on the first attempt.
If a buyer starts too low and fails, the remaining seller pool often becomes more resistant. The easiest sellers are gone, and the remaining holders are usually less price-sensitive. That means later offers may have to be priced higher, even though the raw threshold becomes numerically smaller.
What holders need to understand
A failed buyout is not a full reset. If some holders sold during the failed offer, those tokens are gone from the remaining pool. The buyer may need fewer tokens next time, but the remaining holders are often strategically more important because they have already demonstrated they were unwilling to sell at the prior price.
5. Step-by-step process
Phase 1: Pre-qualification
Initial institutional outreach
KYC and AML collection
Legal and compliance review
Wallet approval and onboarding
Phase 2: Due diligence
Property review
Financial review
Legal review
Operational review
Modeling of threshold, pricing, and fee impact
Phase 3: Offer preparation
Determine current buyer holdings
Calculate uncontrolled tokens
Determine threshold needed
Set offer price and duration
Confirm USDC required for full funding
Phase 4: Offer launch
Buyer creates the offer on-chain
USDC is locked
Offer terms become public
Fee rates are frozen for that offer
Phase 5: Offer window
Holders decide whether to tender
Voluntary tenders settle immediately
Threshold progress is visible during the live offer
Phase 6: Completion or expiration
If threshold is reached, the forced buyout executes automatically and the buyer obtains full ownership of the property token supply.
If threshold is not reached by the deadline, the offer expires. Tokens already sold remain with the buyer, and the remaining locked funds are returned according to the offer rules.
6. Compliance and legal
Each property may operate within a specific legal framework, and a buyout must fit that framework. That includes securities-law compliance, transfer restrictions, ownership transfer rules, and any jurisdiction-specific real estate or entity-level requirements.
Institutional buyers should assume they will need legal review of:
Entity authority
Transaction documentation
Ownership transfer mechanics
Any required property-level agreements
Any jurisdiction-specific title, deed, or recording implications where applicable
SecondaryDAO’s compliance process exists to make sure a buyout can proceed within the operating structure of the property and platform.
7. Timeline and milestones
Actual timing will depend on the property, buyer readiness, documentation quality, and compliance complexity.
Typical sequence
Pre-qualification and onboarding
Due diligence and pricing analysis
Offer creation
Offer window
Settlement and post-acquisition transition
For a fully prepared institutional buyer, the process can move quickly. For a buyer still assembling documentation or conducting heavy diligence, timing will extend.
8. Technical integration
Institutional buyers should be prepared to interact with the buyout mechanism through an EVM-compatible wallet and the platform interface.
Key functional actions include:
Buyer approval and wallet authorization
Offer creation
Stablecoin approval and funding
Status monitoring
Completion tracking
Where platform APIs or dashboard tools are available, those tools may simplify monitoring and operational workflow, but the core economics and settlement logic are determined by the offer contract and property rules.
9. Risk considerations
Pricing risk
If the offer price is too low, threshold may not be reached.
Execution risk
A failed first offer can strengthen the bargaining position of remaining holders.
Capital lock-up risk
The buyer must lock significant USDC while the offer remains live.
Governance risk
Future offers may be affected by changes in governance-controlled fees, though not after an offer is already created.
Legal and compliance risk
Not every buyer or property structure will permit the same timing, documentation, or transaction path.
Market signaling risk
A public failed offer can reveal strong buyer interest and train remaining holders to wait for a higher bid.
10. Support and contact
For institutional buyout inquiries, buyers should contact SecondaryDAO through the designated legal, compliance, or institutional channels provided by the platform.
11. Appendix: key concepts
Uncontrolled tokens
Tokens the buyer does not already own at the time the offer is created.
Threshold
The minimum amount of uncontrolled tokens that must be sold voluntarily into the offer to trigger the forced buyout.
Forced buyout
The automatic completion step that transfers the remaining tokens once threshold is reached.
Platform fee
Seller-paid fee deducted from seller proceeds.
Exit premium
Buyer-paid fee that goes to the platform treasury and is subject to token holder governance within the allowed range.
Buyer fee
Buyer-paid platform fee applied to the transaction.
Critical practical takeaway
A buyer trying to minimize total acquisition cost should usually focus on maximizing pre-offer accumulation and then making a first formal offer that is strong enough to clear threshold in one shot. Repeated weak offers can backfire. They may reduce the raw threshold mathematically, but they often leave behind a smaller and more resistant holder group that is harder to move on price.
For more information, see https://explorer.secondarydao.com/buyouts