Why you should attend
Our 15th anniversary program has been completely revised and will have a more transactional focus. This new approach highlights the tax problems being encountered by practitioners in today’s typical commercial real estate transactions and structures, and examines the simple and sophisticated solutions being used by the experts. Panels of nationally-recognized real estate tax experts from major law and accounting firms will provide attorneys, accountants and real estate professionals with a detailed analysis of the most sophisticated and creative tax planning techniques available for structuring, restructuring and unwinding different types of real estate transactions in today’s challenging capital markets environment. Using extensive visual aids and actual deal structures, this group of entertaining, experienced and knowledgeable speakers will share their experiences with today’s state-of-the-art planning techniques, and emphasize practical approaches to solving difficult tax issues affecting real estate investment and operation.
What you will learn
- Stay current with an overview of the latest developments in real estate taxation, including the latest on the carried interest legislation and the latest tax reform proposals
- Examine current fee, cash distribution waterfall structures, and clawback requirements in joint ventures and real estate funds
- Get tips on using “tiered partnerships” and “series LLCs”, and examine the new proposed regulations, structuring to maximize capital gain and strategies for avoiding income recognition traps and minimizing taxes under Sections 704(b), 704(c), 707, 737 and 752
- Learn simplified approaches for drafting effective tax provisions for partnership and LLC agreements, including book-ups for service partners
- Survey the latest like-kind exchange developments, including tenancies-in-common, build-to-suit, reverse and related party exchanges
- Understand the tax issues for those who purchase debt at a discount
Plus our new transactional approach will feature case studies and other illustrative methods to provide in-depth analysis of many typical but challenging commercial real estate transactions, including, contributions of properties to partnerships, LLCs and REITs and UPREITs, roll-ups of portfolios of multiple properties, redemptions and divisions of partnerships with negative capital accounts, pitfalls and opportunities in leasing transactions, like kind exchanges and much, much more.
Who should attend
This Forum is designed for tax attorneys, accountants and real estate professionals who structure real estate transactions.
Day One: 9:00 a.m. - 5:00 p.m.
Morning Session: 9:00 a.m. - 12:30 p.m.
9:00 Introduction and Opening Remarks
Leslie H. Loffman, Blake D. Rubin
9:15 Current Developments
- An overview of the impact of significant changes to the tax law over the last twelve months
- Recent legislation, case law, regulations and rulings
- How these changes impact your clients
- Washington insider’s look at what to expect from the new Congress
Blake D. Rubin
10:15 Partnership and LLC Introduction - Tax Allocations, Drafting Agreements, Joint Ventures, Real Estate Private Equity Funds - Today’s Transactional Tax Issues
- How do you know your allocations work?
- Drafting partnership agreements - allocation and distribution provisions, tax distribution and savings clauses
- Current joint venture and fund deal terms - waterfalls, investor hurdles, carried interest and fees, clawbacks and their impact on drafting partnership agreements
- Structuring service partner interest grants and contributions - interests for services
- Tax-exempt investors and unrelated business taxable income
Leslie H Loffman, James A. Lowy, Sanford C. Presant, Blake D. Rubin, Robert D. Schachat, Lary S. Wolf
11:15 Networking Break
11:30 Sophisticated Partnership Structures and Issues - Moving Property to and from Partnerships
- Contribution of property to partnerships (joint venture and UPREIT contributions and roll-ups)
- Picking the right section 704(c) method for your circumstances
- Dealing with partnership liabilities - nonrecourse debt, bottom guarantees
- Disguised sales under section 707 and sections 704 (c)(1)(b) and 737
- Series LLCs and tiered partnerships
Leslie H Loffman, James A. Lowy, Sanford C. Presant, Blake D. Rubin, Robert D. Schachat, Andrea Macintosh Whiteway, Lary S. Wolf
1:45 Sophisticated Partnership Structures and Issues - Moving Property to and from Partnerships (Continued)
3:30 Networking Break
3:45 Real Estate Investment Trusts - What’s New in the REIT World & Non-U.S. Investors Participating in Your U.S. Real Estate Deal
- Real estate investment trusts - what’s new in the REIT world
- Alternative REITS - energy, golf course, etc.
- Transactions with a REIT - contributions of real estate in a tax efficient manner - issues and traps
- What’s all the noise about public non-traded REITs
- Working with distressed debt
- Vehicles for tax exempts
- Non-U.S. investors participating in your U.S. real estate deal
- Non-U.S. investors as your joint venture partners
- Withholding requirements
- Use of REITs and blocker entities
- Debt vs. equity structures and the portfolio interest exemption
- Impact of proposed regulations under the Foreign Account Tax Compliance Act of 2009 (FATCA)
Gino J. Bianchini, Michael Hirschfeld, Leslie H. Loffman, Sanford C. Presant, Emma Preston, Dianne Umberger, Lary S. Wolf
Day Two: 9:00 a.m. - 1:00 p.m.
9:00 Transactions Involving Real Estate - Practical Solutions to Everyday Problems
- Like-kind exchanges
- Reverse and related party exchanges, parking transactions, build-to-suit exchanges, tenancy-in-common issues
- Structuring like-kind exchanges involving partnerships where some partners want cash instead of property
- What are we seeing in the marketplace?
- Leasing transactions
- “True leases”
- Stepped or deferred rent
- Leasehold improvements; landlord work letters and other inducements
- Lease terminations
- Capital gain planning
- Dealer issues
- Converting ordinary income into capital gains
- Deferring gain recognition
- Small structuring steps that can have a major impact on your client’s transactions
Jill E. Darrow, Adam M. Handler, Sanford C. Presant, Blake D. Rubin, Robert D. Schachat
11:35 Networking Break
11:45 Workouts and Debt Restructuring
- Forgiveness of indebtedness
- Acquiring debt at a discount
- Working with lenders - forbearance and other debt modifications
- Dealing with underwater properties
Jill E. Darrow, Robert D. Schachat, Bahar A. Schippel
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
The New York Hilton & Towers
1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is 0495741. You can also make reservations
online to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: firstname.lastname@example.org
Sheraton New York Hotel & Towers
, 811 7th Avenue, New York, NY 10019, 1-800-325-3535 or (212) 581-1000. When calling, please mention Practising Law Institute and mention SET#311155. You may also book online
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