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

Tue Jun 14 07:44:20 PDT 2011

Right, it smells more like a secured loan (via a pledge/assignment of
rents) than a conveyance (via deed or lease assignment) of any sort.  I
don't see how the "purchaser" can step into the ground lessor's shoes
without taking title to the property since the ground lessee's rights
have to flow from the ground lessor.  

To state the obvious, I suppose, you'd want to review any (landlord)
assignability, anti-encumbrance, subordination language and the like in
the ground lease. 

Gregory R. Haney
Attorney at Law
Shumaker, Loop & Kendrick, LLP
Bank of America Plaza
101 East Kennedy Boulevard
Suite 2800
Tampa, FL 33602
813.229.7600
813.227.2277 direct
813.229.1660 fax
ghaney at slk-law.com
http://www.slk-law.com/
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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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