• videocam On-Demand Webinar
  • signal_cellular_alt Intermediate
  • card_travel Real Estate - Finance
  • schedule 90 minutes

Structuring Tenants in Common Real Estate for Section 1031 Exchanges

Balancing Tax Law, Securities Law, and Mortgage Lender Requirements

About the Course

Introduction

This CLE course will discuss the legal and structuring issues associated with tenants in common (TICs) real estate investments, focusing on financing requirements and Section 1031 exchanges. The panel will discuss the entity, due diligence, and loan document provisions needed for the TIC borrower, the potential securities law issues associated with sponsored TICs, and how TICs should be structured to comply with federal tax law for a Section 1031 exchange.

Description

TIC transactions can offer real estate investors deferred taxation on their capital gains via Section 1031. Sponsored TICs additionally provide investors with the opportunity to diversify their investment portfolio and to own an interest in larger real estate assets. However, sponsored TICs not only must comply with Section 1031 but also usually are securities and must comply with federal and state securities laws. Complying with these legal requirements can create challenges in meeting mortgage lender requirements.

Listen as our authoritative panel discusses the financing, securities, and tax issues associated with TIC transactions.

Presented By

Steven P. Katkov
Real Property - Steven P. Katkov
Husch Blackwell LLP

Mr. Katkov represents and counsels clients in a broad range of commercial real estate transactions, including financings/commercial lending, acquisitions, dispositions, sale-leaseback transactions, commercial leases, rights-of-way and easement agreements, and portfolio acquisitions and dispositions around the nation ranging from $50 – $900 million. He also advises builders, developers, and landlords seeking government approvals to pursue project entitlements and in defending alleged regulatory violations.  Mr. Katkov represents a variety of borrowers in varying financing transactions, including mezzanine loans. He regularly represents national industries in leasing across all product types and leads the firm’s real estate initiatives for clients engaged in the cannabis industry in 13 states.

Elizabeth A. Whitman
Attorney
Whitman Legal Solutions, LLC

Ms. Whitman is Managing Member of Whitman Legal Solutions, LLC, a national law practice based in the Washington, DC metro area. Her 25+ years of real estate experience includes $5 billion in transactions spanning multiple asset classes, as well as capital stack structuring, real estate securities offerings, workouts, recapitalizations, commercial leasing, rent control, and Section 1031 exchanges. Before forming Whitman Legal Solutions, she served as General Counsel for a national, privately-held real estate securities sponsor which issued tenant-in-common and other Section 1031-qualified real estate securities, as Deputy General Counsel in charge of real estate and securities matters for a public company, as an Administrative Law Judge hearing building, licensing, and rent control cases for the District of Columbia, and as an associate with large law firms located in Columbus, Ohio and New York City. Ms. Whitman also previously served The Uniform Law Commission’s Tenancy in Common Ownership Default Rules Committee and was chair of the Association of Corporate Counsel’s Real Estate Committee. She authors an award-winning blog about real estate and business law and is frequently interviewed and quoted on real estate issues. Ms. Whitman received her J.D cum laude from The Ohio State University and her LL.M. in Securities and Financial Regulation with Distinction from Georgetown University Law Center. In addition to having active bar admissions in the District of Columbia, Maryland, New York, and Ohio, she holds an active Maryland real estate broker license.

Credit Information
  • This 90-minute webinar is eligible in most states for 1.5 CLE credits.


  • Live Online


    On Demand

Date + Time

  • event

    Wednesday, July 26, 2023

  • schedule

    1:00 p.m. ET./10:00 a.m. PT

  1. Section 1031, Rev. Proc. 2002-22
  2. Use of disregarded special purpose entities in TIC transactions
  3. Key terms of the TIC agreement
  4. Securities law compliance with sponsored TICs
  5. Addressing mortgage lender requirements in a TIC transaction

The panel will review these and other critical issues:

  • When should a real estate investor consider a TIC investment for their Section 1031 exchange?
  • Structuring a TIC investment that complies with both tax and securities laws
  • Preparing the TIC agreement
  • Addressing securities law concerns in a sponsored TIC offering
  • Negotiating mortgage loan documents for a TIC
  • Exiting a TIC structure upon property disposition or for a troubled asset