Seth Eaton Discusses Modifications and Workouts of Commercial Real Estate Loans during the COVID-19 Pandemic
On September 21, 2017, the IRS announced in Revenue Procedure 2017-52 (the “Pilot Program Rev. Proc.”) that it is expanding the scope of spin-off private letter ruling requests that it will consider. The pilot program is...more
On June 7, the Treasury Department released temporary regulations (the “Temporary Regulations”) that expand the types of spinoff transactions subject to the rules under Section 337(d)2 requiring gain recognition where either...more
The regulations affect both real estate investment trusts (REITs) and regulated investment companies (RICs) that receive appreciated property from a C corporation in a so-called “conversion transaction.”...more
Key Findings - ..The retail industry is becoming more complex and changing at an ever increasing speed. Shifting demographics, household downsizing, more educated consumers, new channel formats, among other trends,...more
On December 18, 2015, President Obama signed into law an omnibus appropriations bill which included the Protecting Americans from Tax Hikes Act of 2015 (the "Act"). In addition to extending or making permanent a number of...more
The PATH Act exempts certain foreign pension funds from taxation under FIRPTA and significantly modifies the tax rules applicable to REITs. On December 18, 2015 (Enactment Date), US President Barack Obama signed the...more
On December 18, 2015, the President signed the Omnibus Appropriations Act (the “Act”) into law. Notably, the Act contains a number of substantive changes to the tax laws applicable to “real estate investment trusts”...more
Last Friday, President Obama signed into law the Protecting Americans from Tax Hikes Act of 2015 ("PATH Act"), a permanent extenders package. Several provisions of the PATH Act are of particular importance to REITs. The...more
Last week the Senate voted 65-33 to pass the Extenders bill (H.R. 2029) and it moves to the President where it is expected to be signed. As discussed in more detail in this blog, the legislation makes permanent or creates an...more
President Obama signed into law a bill that will significantly reform the taxation of real estate investment trusts (REITs). Most notably, the Protecting Americans from Tax Hikes Act of 2015 (the Bill) prevents companies from...more
In our December 3, 2015 REIT Alert we suggested that the Prop Co/Op Co structure implemented by a tax-free REIT spin-off may not be dead. On December 7, 2015 House Ways and Means Committee Chairman, Kevin Brady (R-TX)...more
In recent years, a number of public companies have sought to unlock the value embedded in their corporate real estate assets by separating the real estate and other assets into two separate entities – a so-called PropCo/OpCo...more
Final and Temporary Dividend Equivalent Regulations Issued – Some Good, Some Bad, And Some Ugly: On September 17, 2015, the Internal Revenue Service (“IRS”) released final and temporary regulations under Section 871(m),...more
Treasury and IRS announce that certain “cash rich” and REIT/RIC conversion spin-offs are under study and are added to the “no rule” list. On September 14, 2015, the United States Treasury Department (the Treasury) and...more
In issuing IRS Notice 2015-59 and Rev. Proc. 2015-43 last week, the IRS intentionally created significant market uncertainty about the viability of “PropCo/OpCo” spin-offs as part of the PropCo’s REIT conversion (e.g., where...more
The flurry of Opco-Propco REIT conversions has hit a stumbling block this week when the IRS issued a Revenue Procedure announcing a “no rule” policy for a key corporate tax issue for many REIT spin offs. Basically to do a...more
On September 14, 2015, the Internal Revenue Service (“IRS”) issued Notice 2015-59 (the “Notice”) and Revenue Procedure 2015-43 (the “Rev Proc”; together with the Notice, the “Spin-Off Guidance”). Under the Spin-Off Guidance,...more
On Monday, the IRS released Notice 2015-59. In it, the IRS announced that the IRS will no longer issue private letter rulings on whether a distribution satisfies the requirements of Section 355 for a tax-free spin-off where...more
As in the 9 percent "amusement tax" that the city of Chicago recently extended to online streaming services like Netflix and Amazon Prime, triggering a series of lawsuits alleging that the newly expanded tax was illegally...more
Several major retailers and restaurant chains have recently engaged in a variety of transactions to spin off their real estate and lease it back. Retailers and restaurants are suddenly doing them, or considering them, at an...more
In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a...more
Urged on by activists and institutional shareholders, a large number of companies with real estate holdings pursued real estate investment trust (REIT) conversions or spinoffs in 2014. At least half a dozen companies...more
REIT Spin-Offs: Recent Transactions and IRS Rulings - Several recent corporate spin-offs in the United States have involved real estate investment trusts (REITs). Provided several requirements are satisfied, including...more
Windstream Holdings, Inc. recently announced plans to spin off its copper, fiber and other fixed real estate assets into an independent publicly traded real estate investment trust (REIT). Windstream received a private letter...more
In certain recent transactions, a corporation distributes a subsidiary corporation holding the distributing corporation’s real estate assets to the distributing corporation’s shareholders in a tax-free “spin-off.” Not only...more