Examining Real Estate Secondaries From Structure to Closing: Negotiation, Drafting, Tax Approaches to Improve Client Outcomes

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.

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.