Drawing on our history with Delaware Statutory Trusts (DSTs) and our extensive experience representing sponsors of DST offerings, bridge lenders, senior lenders and “non-traditional” sponsors in various DST transactions, our team advises clients on every aspect of the DST.

Members of our team have been engaged in DST transactions since the IRS issued Revenue Ruling 2004-86, which provided “bright line” guidance for the use of DSTs in Section 1031 like-kind exchanges and worked on the first-ever DST offering in 2004. Additionally, a number of our attorneys worked closely with DSTs while in-house, including serving as assistant general counsel for the real estate division of a major investment bank and DST sponsor. Our team members have represented sponsors of several hundred DST offerings and have worked on transactions that collectively involve several billions of dollars. Recently, the team expanded its work in the DST area to include working with REITs and existing real estate companies on the use of the DST structure to facilitate raising capital from 1031 investors.

We have represented sponsors, institutional and individual investors, lenders and broker-dealers in DST transactions from “cradle to grave,” including:

• Assisting clients in structuring DST transactions and offerings, including conforming master lease economics to a tax-compliant structure and drafting of the PPM and related documentation (DST agreement, management agreements and asset management agreements (if applicable) and operating agreements for non-DST entities).
• Assisting sponsors with DST related sensitivities in real estate purchase negotiations.
• Financing of DST transactions, having represented DST borrowers with respect to senior, bridge and mezzanine financings.
• Financing to DSTs and upper tier corporate entities, having represented senior, bridge and mezzanine lenders.
• Acquiring or selling properties currently owned by DSTs.
• Structuring and implementing umbrella partnership real estate investment trust (UPREIT) options.
• Assisting sponsors with investor relations and related securities matters (including drafting of investor purchase agreements, managing dealer and soliciting dealer agreements and coordinating blue sky filings).
• Implementing DST structures that allow an existing real estate company to contribute property to a newly formed DST, and subsequently raise capital from 1031 investors.
• Working with broker-dealers and working with sponsors in connection with the broker-dealer process.
• Working out problematic DST transactions, including representing borrowers springing to LLCs and modifying loan terms and lenders in foreclosure proceedings.
• Selling and closing out successful deals.