Real Estate & Partnership Taxation
Brian M. Blum
Thomas D. Morton
Pillsbury represents parties participating in all aspects of the real estate industry, including developers, institutional investors and owners. Our tax lawyers have extensive experience in areas such as partnership taxation, affordable housing and tax credits, real estate investment trusts and like-kind exchanges.
Our lawyers deal with a wide range of tax issues pertaining to the formation of partnerships, the addition of new members, the sale of partnership interests, partnership operations, the retirement of members, the liquidation of partnerships and the issuance of partnership interests for services. We frequently draft partnership documents and understand the complexity of the business and tax issues they address. Typical transactions include real estate development and investment joint ventures; UPREIT and DOWNREIT partnerships; investments in partnerships that develop, own and operate low-income housing tax credit properties; domestic and foreign investment partnerships (including both private equity funds and hedge funds); and business joint ventures. Our lawyers wrote many of the federal tax rules for real estate partnerships while they served in the government. Today, these same lawyers continue to discuss developments in partnership taxation with both the IRS and the Treasury Department. We have authored numerous articles on partnership taxation (including the partnership tax discussions in Limited Liability Companies in Virginia), and speak regularly on related topics.
Affordable Housing and Tax Credits
Pillsbury has one of the leading affordable housing and federal low-income housing tax credit practices in the country and is principal outside tax counsel for the industry’s largest corporate equity investor in low-income housing. Our lawyers have extensive experience with virtually every federal, state and local housing program and are consulted daily on complex legislative, regulatory and policy matters. We represent equity investors, developers, yield guarantors, syndicators, housing authorities and lenders throughout the U.S.
Since 1988 our lawyers have represented clients in more than 3,000 transactions with equity commitments totaling more than $10 billion involving projects eligible for the low-income housing tax credit. In the traditional equity market, we have substantial experience both in direct investments in operating partnerships and in indirect investments through multi-investor and single-investor equity funds. We have also worked extensively in the credit-enhanced equity market, with minimum yield guaranties being provided through such structures as corporate guaranties, insurance contracts and ISDA rate floor agreements. Our firm also handles many transactions that qualify for state low-income housing and historic rehabilitation tax credits, as well as transactions that qualify for the New Markets Tax Credit. In addition, our lawyers are active in secondary market offerings and with the restructuring of projects in financial difficulty. For example, the firm represented the seller in the single largest portfolio sale of interests in low-income housing tax credit properties in the history of the low-income housing credit industry, involving over 31,000 affordable rental units in 35 states.
Pillsbury has been involved in numerous historic tax credit transactions throughout the country involving straightforward operating partnership structures, lease pass-through arrangements, and complex lease/leaseback transactions with government entities designed to accommodate tax-exempt use property restrictions.
Real Estate Investment Trusts
Pillsbury advises on all aspects of REIT taxation and is consistently ranked as one of the leading REIT law firms in the nation, representing both public and private REITs in a wide range of transactions. The firm’s Corporate & Securities, Real Estate and Tax practices offer a powerful combination of experience in the formation, funding and operation of REITs. We have represented some of the country’s leading REITs in public mergers exceeding $10 billion in value, in well over $2 billion of securitized debt transactions, and in more than $5 billion of real estate and other transactions.
Pillsbury is known for its extensive knowledge of like-kind exchanges of all types and sizes, including reverse exchanges, exchanges of large portfolios of real estate, exchanges of intangible assets and exchanges predicated upon the special status of the taxpayer, such as a REIT, an S Corporation or an individual seeking innovative estate planning. Using both traditional and innovative like-kind exchange techniques, we regularly achieve results for our clients that make average investments good and good investments excellent.