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Real Estate Transactions With REITs: Selling, Leasing or Lending Deals With REITs

Navigating Unique Organizational, Operational and Tax Issues When Dealing With REITs

Recording of a 90-minute premium CLE webinar with Q&A

This program is included with the Strafford CLE Pass. Click for more information.
This program is included with the Strafford All-Access Pass. Click for more information.

Conducted on Thursday, June 16, 2016

Recorded event now available

or call 1-800-926-7926

This CLE course will prepare real estate counsel to handle a lending, leasing or sale transaction involving property owned by a REIT. The program will analyze unique REIT organizational, operating and tax rules that may impact terms of the transaction and outline best practices for counsel to address these challenges.


As the number of REIT entities proliferates, real estate counsel must increasingly deal with a REIT on the other side of the transaction whether leasing, selling or lending to a REIT. Counsel must understand the unique organizational, operating and tax REIT rules that may impact the structure and terms of the transaction.

In the leasing context, REITs will be concerned with impermissible tenant services that will not qualify as passive rental income. Selling property to a REIT provides the seller opportunities for tax-deferred income if the REIT holds its assets in an UPREIT that owns the LLC holding title to the property. Seller’s counsel must understand how and when the tax deferral will end and take steps to protect the seller’s tax deferral advantage.

Lending to a REIT will require some modifications to the loan documents to allow the REIT borrower to pay dividends. REIT borrowers will also be concerned with financial reporting obligations and the flexibility to transfer REIT property, issue new ownership interests, and engage in mergers and consolidations.

Listen as our authoritative panel of REIT practitioners discusses the unique issues counsel will face in leasing, sale and lending transactions with REIT entities. The panel will provide strategies for dealing with the issues that may impact the structure and terms of the deal.



  1. Overview of REIT entities
  2. Leasing property to a REIT
  3. Selling property to a REIT
  4. Lending to a REIT


The panel will review these and other key issues:

  • What are the key organizational, operating and tax REIT rules that may impact the structure or terms of a real estate transaction with a REIT entity?
  • How can the leasing transaction be structured to avoid impermissible tenant services?
  • What are the tax deferral opportunities for sellers of property to a REIT entity?
  • What of loan document terms will need to be negotiated to satisfy operational and tax concerns of the REIT entity?


Christopher Roman
Christopher Roman

Fried Frank Harris Shriver & Jacobson

Mr. Roman’s practice focuses on tax aspects of alternative investment funds and fund-related M&A, with...  |  Read More

Thomas, Gerald
Gerald V. Thomas, II


Mr. Thomas focuses his practice on complex transactional tax matters. He offers significant experience with mergers and...  |  Read More

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