Structuring REIT Roll-Ups, Conversions and Spin-Offs to Maximize Asset Value

Navigating Complex Tax Requirements, Securities Regulations and More

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

Conducted on Thursday, August 28, 2014

Recorded event now available

or call 1-800-926-7926
Course Materials

This CLE course will provide perspectives and guidance to real estate, finance and tax counsel on current trends in real estate investment trust (REIT) rolls-up, mergers and IPOs as well as business conversions to a REIT structure. The program will guide counsel on structuring and implementing a REIT conversion or roll-up and the tax and securities issues associated with these transactions.


A growing trend for companies with substantial property holdings is to convert part of their business to a REIT. Obtaining a private letter ruling from the IRS to obtain the approval to realign their businesses under a REIT is one of the first steps. REIT conversions are a long, complex process with significant tax and operational considerations.

A REIT roll-up combines existing operating entities or properties into a single unit under a new company through merger or IPO. Smaller portfolios and non-traded entities are rolled up into larger REIT entities. Tax planning strategies drive many of these transactions.

REIT roll-ups have been used by large private equity companies and other REITs to buy property or to unload existing assets. These transactions are also attractive to investors in the triple-net/single-tenant lease, healthcare real estate, and other specialized property assets.    

Listen as our authoritative panel of real estate finance and tax practitioners analyzes recent trends in REIT conversions and rolls-up, and discusses how to structure and implement a REIT conversion or roll-up, and complex tax and securities issues associated with these transactions.



  1. Structuring and implementing a REIT conversion
  2. Structuring and implementing a roll-up, spin-off or IPO
  3. IRS private letter rulings and regulatory compliance
  4. Securities law compliance


The panel will review these and other key questions:

  • What are the benefits to contributors arising from a REIT roll-up?
  • What is the typical structure used in a REIT roll-up and what are the primary transaction documents?
  • What market conditions are driving companies to consider REIT conversions?
  • What are the tax consequences in a REIT conversion?


Aaron C. Hendricson
Aaron C. Hendricson

Alston & Bird

Mr. Hendricson’s practice focuses primarily on securities offerings and regulation, public and private mergers...  |  Read More

Michelle M. Jewett
Michelle M. Jewett

Morrison Foerster

Ms. Jewett has substantial experience in a broad range of tax matters, including corporate, mergers and acquisitions,...  |  Read More

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