The Tax Man: Taxes in Private Equity Real Estate
In January 2018, Caelan Langan, an associate at KSW Partners LLC ("KSW"), was asked by Katherine Scott, the partner for whom he worked, to recommend a proposed structure to acquire a prominent office building in San Francisco for their most recent fund. Caelan was asked to review potential acquisition structures that would minimize the impact of taxes on their investors' returns. The assignment was complicated as KSW had different categories of investors (a sovereign wealth fund, pension funds and high net worth individuals) each of which had different tax considerations. The differing interests created significant potential conflicts in terms of how to manage the investment and when to sell the building, as the economic consequences to each category of investor were not the same. Even the economic interests of KSW were not completely aligned with their investors. The case outlines the alternative investment structures that could be considered: REITs, Limited Partnerships, C Corporations, and combinations of those entities. The case illustrates how to manage the potential conflicts and the important consequences of tax policy on how investments are structured. Students are asked to model the results of alternative investment structures and determine what Caelan's recommendation should be. The case facts have been greatly simplified to allow for a focus on the teaching objectives referenced below. Any potential transaction can be exceedingly complicated from a tax perspective with multiple investor categories. Typical investment structures involve multiple vehicles both on-shore and off-shore. To the extent possible, it would be advisable to have a tax expert as a guest for the case.