Tax Opinions in TIC Offerings and Reverse TIC Exchanges

Co-author: Todd D. Keator[*] TABLE OF CONTENTS I.INTRODUCTION II.DEVIATIONS FROM THE REVENUE PROCEDURE A.Common Deviations 1.Deemed Consent 3.Investor Loans 4.Sponsor Guarantees 5.Sponsor Bridge Loans B.Significant Deviations 1.Multiple Properties 2.Non-Pro Rata Debt 3.Construction Activities 4.Sponsor-Retained Interests III.REVERSE EXCHANGES INVOLVING TIC INTERESTs A.Securities Issues B.Contractual Issues C.Lender Approval IV.CONCLUSION I.INTRODUCTION Tenancy-in-common (“TIC”) investments offer investors the ability to own small pieces of high-grade properties that do not require active management by the investors.…