Tax Structuring

Overview

AGG’s tax group has extensive experience advising on all of the tax issues that affect the acquisition, ownership and disposition of real property and interests in real property, including all tax aspects of investments in US real property by foreign persons.

As part of this practice we have many years of in-depth experience in all aspects of partnership tax planning. The firm has represented public and private REITs, real estate funds, and has represented many investors in planning contributions, transactions with REITs and UPREIT partnerships. Additionally, the firm has substantial expertise in dealing with troubled real estate and debt restructurings.

Experience

  • Representing Griffin-American Healthcare REITs, non-traded REITs, in connection with tax matters raised in structuring and acquisition and sale of regulated healthcare facilities in multiple states, including RIDEA compliant structures.
  • Represented Griffin-American Healthcare REIT II and REIT III, each a non-traded REIT, in connection with its acquisition and financing of various regulated healthcare facilities, including individual and portfolios of assisted living facilities, skilled nursing facilities, long term acute care hospitals and surgical centers. Each transaction utilized a complex structure involving a master lease, multiple subleases, guaranties, letters of credit and inter-creditor agreements. Certain transactions utilized a RIDEA structure.
  • Over a 10 year period represented a major international real estate company in the purchase, sale and financing of real estate with a total transaction value of $8 to 10 billion. Representation included formation, operation and dissolution of joint ventures with regional and super regional shopping center, retail and industrial property owners, and the purchase, financing and sale of office building and industrial properties. The transaction size ranged from approximately $20 million to approximately $325 million, the securitized debt secured by jointly owned shopping center ranged from $70 million to approximately $200 million and conventional bank debt transactions were at various amounts up to $1.6 billion.
  • Represented a joint venture of three international and one U.S. real estate company in acquiring a major real estate advisor, reviewing ongoing co-investments by the real estate advisor on behalf of the joint venture and then represented the joint venture in selling the real estate advisor and its related co-investments for approximately $560 million.
  • Represented an investor in its investment in a senior low-income rental housing development financed with loans from a public housing authority and a loan utilizing tax-exempt bond proceeds, such representation included the drafting and issuance of a tax opinion letter.
  • Represented a developer in completing and submitting its application for low-income housing tax credits.