A contractual obligation by the owner of an asset to offer a sale to the rights holder before negotiating with any third party. Often included in tenant-landlord contracts, right of first offer provisions allow a tenant to make a reasonable offer before anyone else, with the intent of not having to move his or her business.
Although similar to a right of first refusal, a right of first offer is thought to favor a seller, as it can reduce transaction costs while locking in a serious buyer. In addition, a seller has the option to deny the right holder’s offer, with the opportunity to negotiate with other buyers. In the event that negotiations with other buyers are unsuccessful, the seller may come back to the rights holder to pursue a new offer.