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Real Estate Investment Trusts (REITs)

&Real Estate Operating Companies

(REOCs)

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What is a REOC?

• A company that derives its income from real estate investment.

• A company that lists its primary business as real estate.

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What is a REIT?

• Securitized real estate investment

• Ownership form created by IRS code

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Requirements

• Assets– 75% of assets must be real estate, cash, and

govt. securities• other REIT shares are considered real estate assets

– not more than 5% of assets can be from 1 issuer if not covered under above test

– may not have more than 10% of voting securities of 1 issuer if not covered under 1st test

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Requirements

• Income– 95% of gross income must be from dividends,

interest, rents, or gains from sale of certain assets (real estate, cash, or govt securities).

– 75% of gross income must be derived from rents, interest on mortgages, gains from sale of certain assets, or income from other REITs

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Requirements

• Income– No more than 30% of gross income can be

derived from• sale or disposition of securities held less than 6

months

• sale or disposition of real estate held for less than 4 years, except those involving foreclosures.

• properties held for sale in the normal course of business (anti-dealer provision)

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Requirements

• REIT Modernization Act of 1999 (effective 2001)– REITs allowed to own 100% of a Taxable

REIT Subsidiary (TRS). TRS can provide services to REIT tenants and others (previously, this was not allowed). Debt and rental payments from TRS to REIT are limited to ensure that the TRS actually pays income taxes.

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Requirements

• Distribution– must distribute 90% of all taxable income to

investors• mandates fairly low retained earnings policy

• has important implications for firm size

– Note: prior to 2001, minimum distribution requirement was 95%.

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Requirements

• Management– REIT managers must be passive

• REIT trustees, directors or employees may not actively engage in managing or operating REIT properties (includes providing service and collecting rents from tenants).

• Managers may set policy: rental terms, choose tenants, sign leases, make decisions about properties.

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Requirements

• Anti-concentration rule– 5 or fewer entities may not own 50% or more

of the outstanding shares– Exceptions:

• ‘look-through’ provision for US pension funds

• UPREIT structure (umbrella partnership)

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Tax Treatment

• Accelerated depreciation is allowed for determining taxable income

• 40 year asset life required for calculating income available for distribution to investors

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REIT Types

• Equity

• Mortgage

• Hybrid

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Equity REITs

• Blank Check– does not disclose investments to shareholders prior to

acquisition.

• Specified Trusts– purchase a specific property (Rockerfeller Center

Properties)

• Mixed Trusts– invests in both blank check and specific properties

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Equity REITs

• Leveraged v. Unleveraged

• Finite-life v. Nonfinite-life– finite-life is self-liquidating

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Equity REITs

• Closed-End v. Open-End– closed-end protect shareholders from future

dilution

• Exchange Trusts– tax-free exchange of property for shares in the

REIT

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Equity REITs

• Developmental-Joint Venture – funds construction costs– lower cost of capital for developer

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Mortgage REITs

• Invests in mortgages– earn the spread between costs of funds and

mortgage loan rates

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REIT Benefits

• invest in a diversified RE portfolio managed by professionals

• higher liquidity

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REIT Disadvantages

• possible conflicts of interests between sponsor and REIT shareholders

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REIT Market Capitalization

$0

$20,000

$40,000

$60,000

$80,000

$100,000

$120,000

$140,000

$160,000

1971

1972

1973

1974

1975

1976

1977

1978

1979

1980

1981

1982

1983

1984

1985

1986

1987

1988

1989

1990

1991

1992

1993

1994

1995

1996

1997

1998

1999

2000

2001

0

20

40

60

80

100

120

140

160

180

200

Market Cap

Equity REITs

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UPREIT

• REIT formed by consolidating limited-partnerships

• partnerships allocated REIT shares based on appraised value of partnership property

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Taubman UPREIT

Taubman Realty Group (TRG)Partnership –

owns 19 shopping malls

Taubman75% ownership

Affiliates25% ownershipGM Pension Trust

Convertible debt