(Article updated March 31, 2025)
What Is Right Of First Refusal Language In A Cell Tower Lease?
When reviewing a cell tower lease agreement, one of the most important provisions a landowner should watch out for is the Right of First Refusal (ROFR) clause—also sometimes referred to as a Rental Stream Offer provision. While it may sound harmless at first glance, this clause can significantly limit your financial opportunities, especially if you’re ever interested in selling your lease in the future.
At Airwave Advisors, we’ve reviewed and negotiated hundreds of cell tower leases across the country. One of the most common ways we help landowners is by identifying and removing problematic clauses like the Right of First Refusal. In this article, we’ll explain what ROFR language really means, how it can harm you financially, and what you should do if you encounter it in your lease.
What Does Right Of First Refusal Mean?
The Right of First Refusal is a contractual clause that gives the tenant (typically a wireless carrier or tower company) the right to match any third-party offer you receive to buy your cell tower lease. In simple terms, it means:
If someone else wants to buy your lease, you must first give your tenant the opportunity to buy it on the same terms.
The tenant—usually a company like Verizon, AT&T, Crown Castle, or American Tower—gets the first shot at buying the lease before you can sell it to anyone else. On paper, it may seem like a fair arrangement, but in reality, it creates a host of problems for landowners.
How Right Of First Refusal Language Decreases The Value Of Your Lease
When it comes time to sell your lease, your goal is simple: maximize the value of your asset. The best way to achieve this is by creating a competitive bidding environment where multiple buyers are vying to purchase your lease. With more demand comes a higher sale price.
However, a ROFR provision can chill buyer interest and make your lease significantly less valuable.
Let’s Look At A Real Example:
We recently represented a client who wanted to sell their cell tower lease. In this case, there was no ROFR clause in their lease, which allowed us to open the sale to the entire market. We brought in 14 qualified buyers, creating a competitive bidding environment. Initial offers came in at around $900,000, but after multiple rounds of bidding, the price jumped to $1,400,000—a 55% increase from the first offer.
Now, imagine that lease had a ROFR clause.
Many of those 14 buyers would have never made an offer, knowing the tenant could simply match their offer and win the deal without putting in any effort. Fewer buyers means less competition, which ultimately means a lower sale price for the landowner.
Why Buyers Don’t Like ROFR Provisions
To understand why a ROFR provision drives away potential buyers, you need to put yourself in the shoes of a lease acquisition company or investment group. These companies spend time and resources evaluating lease portfolios, running financial models, drafting proposals, and negotiating deals.
With a ROFR clause in place, buyers face a frustrating risk:
Even if they make the best offer, the tenant can swoop in and match it at the last minute, winning the deal without having to compete.
This is what we call a “free option” for the tenant—and a waste of time for other buyers.
Most buyers would prefer to focus on opportunities without ROFR language, where they have a clear path to closing. In fact, we’ve seen buyers outright refuse to bid on leases with ROFR provisions. This dramatically reduces your pool of potential buyers and kills your negotiating leverage.
How ROFR Language Slows Down Your Sale
Beyond lowering the value of your lease, a ROFR clause can also add unnecessary delays to your transaction.
Here’s how it typically works:
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You receive an offer from a third-party buyer.
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You’re obligated to notify the tenant in writing and provide them with a copy of the offer.
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The tenant then has 30 days (sometimes more) to decide whether to match the offer and purchase the lease.
This mandatory waiting period slows down the process—sometimes by weeks or even months. If your goal is to close quickly, a ROFR clause becomes a major obstacle. In fact, we’ve seen transactions fall apart entirely because of delays or confusion caused by ROFR provisions.
ROFR Provisions Can Be Written In Sneaky Ways
In many leases, the ROFR language is not always clearly labeled or easy to understand. You might see it buried in the “Assignment” section or under a generic heading like “Right to Purchase.” Some ROFR clauses are written in vague legalese, while others are deceptively short and ambiguous.
Here are a few phrases to watch out for:
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“Tenant shall have the right to match any bona fide third-party offer…”
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“Landlord must provide Tenant with a copy of any offer to assign or sell the lease…”
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“Tenant shall have thirty (30) days to exercise its option to purchase…”
If you’re not familiar with lease language, it’s easy to overlook these provisions or misunderstand their impact. That’s why we strongly recommend having an expert review any lease documents before signing.
What Happens If You Already Signed A Lease With A ROFR Clause?
If you’ve already signed a lease that includes ROFR language, don’t panic—but do be proactive.
Here’s what you can do:
1. Review the Exact Language
Not all ROFR clauses are created equal. Some are narrowly written and may only apply to certain types of sales or offers. Others are broader and give the tenant more power. We can help you understand exactly what your clause says and how it could affect you.
2. Consider Renegotiating
In some cases, it may be possible to renegotiate or remove the ROFR clause—especially if you’re renewing the lease, negotiating an amendment, or considering a lease buyout. We’ve had success removing or limiting ROFR language during negotiations.
3. Strategically Structure Your Sale
If you’re planning to sell your lease, we can help you structure the sale in a way that either avoids triggering the ROFR clause or manages the timeline effectively to minimize delays and complications.
How Airwave Advisors Can Help
At Airwave Advisors, we specialize in protecting landowners from unfavorable lease terms—especially when it comes to cell tower lease buyouts, extensions, and new agreements.
Our Services Include:
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Lease Review & Negotiation: We identify harmful clauses like ROFR, revenue-sharing, and perpetual easements—and negotiate to remove or revise them.
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Lease Buyout Consulting: We create competitive bidding environments that maximize the value of your lease—even if it includes a ROFR clause.
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Market Value Analysis: We provide an expert opinion on what your lease is really worth based on current market conditions.
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Legal Coordination: We work closely with your legal counsel to ensure all documents are clean, clear, and aligned with your best interests.
We’ve worked with landowners across the United States to secure millions of dollars in lease value, and we’re ready to help you too.
Final Thoughts: Don’t Let ROFR Language Limit Your Options
The Right of First Refusal may seem like a small clause buried deep in your lease, but it can have massive financial consequences. By giving your tenant a free option to match any offer, you’re essentially limiting your ability to attract competing buyers—and reducing the ultimate value of your lease.
If you’re negotiating a new lease or reviewing a proposed amendment, this is your opportunity to push back and remove the ROFR provision before it causes problems.
And if you already have a ROFR clause in place? It’s not too late. With the right guidance, you can still protect your interests and get the most value from your lease.
Contact Us Today For Expert Help
Have questions about your cell tower lease? Wondering if your ROFR clause is holding you back?
Call Us Today
(888) 443-5101
Disclaimer: This article is for informational purposes only and does not constitute legal advice or create any attorney-client relationship. For legal advice, please consult your attorney.
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About Nick G. Foster
Since founding Airwave Advisors® in 2014, Mr. Foster has added value to over 400 clients ranging from the State of Nevada, City of Beverly Hills, to Habitat For Humanity. Mr. Foster focuses on cell tower lease renewals, buyouts, new lease negotiation, and cell site lease management. Prior to starting Airwave Advisors® Mr. Foster founded and led the Cell Site Services Group within nationwide commercial real estate services leader Cassidy Turley (now known as Cushman & Wakefield).