[RPPTL LandTen] Sale of Ground Lessor's Position, but not the fee - structure and tax implications

[George Pincus]

Thanks Les - that is a possible structure.  Got any examples you could share?

Thanks for responding.

George A. Pincus, Esq.
Stearns Weaver Miller Weissler
  Alhadeff & Sitterson, P.A.
New River Center, Suite 2100
200 East Las Olas Boulevard
Ft. Lauderdale, FL 33301
Telephone: 954-766-9705
Facsimile:    954-766-9719
E-mail: gpincus at stearnsweaver.com<mailto:gpincus at swmwas.com>
www.stearnsweaver.com<http://www.stearnsweaver.com/>


From: landten-bounces at lists.flabarrpptl.org [mailto:landten-bounces at lists.flabarrpptl.org] On Behalf Of lesstevens
Sent: Tuesday, June 14, 2011 10:25 AM
To: 'RPPTL Landlord Tenant Committee'
Subject: Re: [RPPTL LandTen] Sale of Ground Lessor's Position, but not the fee - structure and tax implications

Hey George:

Sounds like an assignment of rents in exchange for the present value payment of the rents....I think the issue would be what if the tenant under the ground lease defaults and the assignee cannot recover any funds, what is the liability to the original ground lessor.....may be adding more issues, but I think the assignment/pledge is the form of documentation you may be looking for.


Les H. Stevens, Esquire
Les H. Stevens, P.A.
5301 North Federal Highway
Suite 130
Boca Raton, Florida 33487
Tel. - (561) 989-9797
Fax - (561) 989-8484
E-Mail - lesstevens at earthlink.net

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From: landten-bounces at lists.flabarrpptl.org [mailto:landten-bounces at lists.flabarrpptl.org] On Behalf Of George Pincus
Sent: Tuesday, June 14, 2011 10:17 AM
To: 'landten at lists.flabarrpptl.org'
Subject: [RPPTL LandTen] Sale of Ground Lessor's Position, but not the fee - structure and tax implications

Has anyone done this deal:


*       Long term ground lease for a commercial property between Ground Lessor and Ground Lessee

*       A purchaser comes along and want to buy the Ground Lessor's position under the Ground Lease, but not the fee.

*       Essentially, the purchaser wants to buy the cash flow under the Ground Lease for the term of the Ground Lease for a present value (let the business people figure that calculation out) and, at the end of the term, the original Ground Lessor still has the reversionary interest and ends up owning the property and the leasehold improvements (large commercial building), free and clear of the ground lease and any subleases that the Ground Lessee entered into during the term of the Ground Lease.

I would be interested in talking with you about structure and tax implications, if any (for some reason I think there are as this looks a lot like some tax shelter structures I saw the aftermath of in the 80's and 90's).

If you have any relevant experience, please shoot me an e-mail or give me a call to discuss.


Thanks very much.

George A. Pincus, Esq.
Stearns Weaver Miller Weissler
  Alhadeff & Sitterson, P.A.
New River Center, Suite 2100
200 East Las Olas Boulevard
Ft. Lauderdale, FL 33301
Telephone: 954-766-9705
Facsimile:    954-766-9719
E-mail: gpincus at stearnsweaver.com<mailto:gpincus at swmwas.com>
www.stearnsweaver.com<http://www.stearnsweaver.com/>



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