Examining Real Estate Secondaries From Structure to Closing: Negotiation, Drafting, Tax Approaches to Improve Client Outcomes
Key Terms, Due Diligence, Sponsor Conflicts, Consents, Governance, and More
About the Course
Introduction
This CLE course will examine structuring, drafting, and tax considerations for real estate secondary transactions. The panel will compare deal structures and address key commercial terms, due diligence, transfer mechanics, sponsor conflicts, regulatory risks, and tax implications, sharing strategies to help align transaction terms with client objectives.
Description
The real estate secondary market has become an increasingly important release valve, lessening the strain of a sluggish real estate market rebound. In fact, secondaries reached a record $20.3 billion deal volume in 2025, up 39% year-over-year in total transactions.
A secondary transaction is an exchange of equity within a real estate asset's ownership structure, including recapitalizations. Investors buy and sell positions in already established assets, offering a unique way to access quality real estate investments without committing to the long-term development cycles typical of primary investments. A secondary transaction allows sponsors to recapitalize while offering investors liquidity.
Secondaries range from simple fund-interest sales to wholesale fund or joint venture restructurings. The expanding market is reshaping real estate finance as large institutions—including pension plans, insurers, and sovereign funds—sell tranches of fund positions to rebalance overextended portfolios. As deals grow in size and prevalence, counsel must structure larger exchanges, target diligence, address greater tax implications, and coordinate complex transfer mechanics.
This presentation will review market trends and opportunities for sponsors and investors. The faculty will examine various transaction structures, comparing LP-led, GP-led tender, continuation fund, direct, and hybrid/GP capital solution structures against clients' liquidity or growth objectives. The panel will analyze negotiation strategies and commercial terms, including roll/cash-out elections, governance, and consent mechanics. The panel will also address scaling due diligence, drafting key representations and warranties, and spotlight important tax consequences and how to account for them in deal negotiations.
Listen as our authoritative panel explores how secondary transactions are transforming the current real estate market and provides guidance for navigating these increasingly complex transactions.
Presented By
Mr. Graiwer’s practice focuses on all transactional aspects of commercial real estate, and is particularly focused in the structuring of complex joint venture and partnership agreements, financing transactions, purchase and sale agreements and all aspects of development deals. He handles transactions for a multitude of asset classes, including office buildings, hotels, multi-family and residential developments, industrial parks, data centers and retail projects. Mr. Graiwer has developed a particular expertise in representing owners, operators and developers of studio projects having represented clients in the largest studio transactions in the country.
.jpg)
Mr. Manzione focuses his practice on tax matters involving investment funds and real estate, including related financing and mergers and acquisitions. He has extensive experience advising funds (including funds of funds), real estate developers, public and private real estate investment trusts (REITs), sponsors, managers, general partners (GPs), limited partners, secondary market participants, family offices, portfolio companies, international investors (including sovereign wealth funds), and tax-exempt investors in connection with the tax aspects of a full range of transactions and planning opportunities. Mr. Manzione has particular depth in fund formation, GP stakes deals, and continuation funds and other secondary transactions, as well as in advising umbrella partnership real estate investment trusts (UPREITs) and their investors (including in connection with Delaware Statutory Trust Syndicated Section 1031 exchanges).
Mr. Sopher’s practice focuses on the establishment and operation of private investment funds, including private equity funds, funds of funds, hedge funds, credit funds and real estate funds. He has extensive experience representing the investment managers and sponsors of these funds, as well as institutional investors, seed investors, placement agents and joint venture partners. Mr. Sopher has also been involved in a wide variety of investment, private equity and financing transactions for his investment fund clients, and leads the firm’s significant practice in secondary transactions, representing some of the world’s largest secondary investment funds in their investment and financing activities, as well as sponsors in GP-led restructurings and recapitalizations. His experience extends to transactions involving investment management firms, including stake investments, spin-outs, acquisitions, financings and joint ventures. Mr. Sopher also represents investment firms in connection with their partnership and employee profit participation arrangements, and advises on SEC regulatory and other compliance matters.
Ms. Timmerman specializes in the establishment, management and operation of private equity, real estate, natural resources and infrastructure funds, co-investment funds, credit opportunity and other debt funds, including advising managers on the structuring and marketing of these funds. She has experience with private funds, investors, and investments throughout the world, including Europe, the Middle East, and Asia. Ms. Timmerman also regularly represents investors in relation to the terms of their investment in and transfers of interest from such funds and has experience advising fund managers on the regulatory aspects of private fund structures as well as carried interest, co-investment schemes, secondary transactions, as well as joint ventures and other strategic partnerships and transactions.
-
This 90-minute webinar is eligible in most states for 1.5 CLE credits.
-
Date + Time
- event
Friday, December 4, 2026
- schedule
1:00 PM ET/10:00 AM PT
I. Market deep-dive and table-setting transactions
A. Understanding the market squeeze and today's opportunities
B. Defining secondary transaction types and key players
C. Distinctions matter: PE secondaries vs. RE secondaries
II. Analyzing structure options, sponsor involvement, and drafting demands
A. LP-led deals
B. GP-led tender offers
C. Continuation vehicles
D. Direct secondaries: joint ventures, private clubs, and platforms
E. Hybrids and GP capital solutions
III. Negotiating and drafting documents based on deal structure: key agreements; party perspectives and friction points; reps and warranties and due diligence efforts; consents, transfers, and closing considerations
IV. Strategies to identify and manage conflicts, navigate fiduciary concerns, and minimize regulatory risk
V. Assessing transaction tax impacts and aligning them with deal objectives
A. Blockers
B. Withholdings under Sec. 1446 (f) and Sec. 1445
C. Important FIRPTA considerations for foreign sellers
D. Carried interest complications
E. Other tax traps, including disguised sales and more
The panel will review these and other key issues:
- How LP-led, GP-led tender, continuation fund, direct, and hybrid/GP capital solution structures differ, and how to identify which best fits a client's liquidity or growth objective
- What are the core documents and key commercial terms negotiated in each structure, including roll/cash-out elections, recut economics, governance, and consent mechanics?
- Which tax liabilities deserve the most attention and demand deal negotiation?
- How to identify and manage sponsor conflicts and possible regulatory scrutiny
