qualified opportunity zones - thomas judy · 2018. 11. 20. · llc sells june 2018 roll june ......
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Qualified Opportunity Zones
Sheraton ImperialDurham, NC
November 20, 2018
Welcome and Introductions
Chris Judy, Partner919‐534‐1230 / [email protected]
Geri Lail, Partner919‐532‐7928 / [email protected]
Thomas Crawford, Partner919‐532‐7949 / [email protected]
Disclaimer
This information has been prepared based on the proposed regulations 1400Z issued 10/19/18. The temporary or permanent regulations have not been issued. This material has been prepared for informational purposes only, and is not intended to provide, and should not be relied on for, tax, legal or accounting advice. The application and impact of laws can vary widely based on the specific facts involved. You should consult your tax, legal and accounting advisors before engaging in any transaction.
More Information
Major News Headlines
GOAL:How does this law impact my
investment strategy?InvestorsOwners
Developers
OZ History
• Included in Tax Cuts and Jobs Act: Law December 22, 2017 Code Section 1400Z Proposed regs ‐ October 19, 2018More coming…
• Purpose to: Encourage development / investment in low‐income areas Poverty rate >20%, Family income < 80% of median
Three Major OZ Tax Benefits
Tax Deferral
Gain Reduction
Permanent Exclusion
Designated Zones
• Maps 12% of entire US land area North Carolina: 252 zones, certified on May 18, 2018
• NC Department of Commerce
https://public.nccommerce.com/oz/
Approved Zones ‐ State
Approved Zones ‐ Triangle
Approved Zones ‐ Raleigh
Approved Zones – Durham / Chapel Hill
Approved Zones – Johnston Co
What are some of the impacts on Investors?
Investor Impact
1. Ideal Candidatea. Large unrealized capital gains
2. Investment Optionsa. Business orb. Real estate
3. Flexibility (vs 1031)a. Asset typeb. Amount rolled – investor decidesc. Avoid QI
4. Equity play
Investor Impact (continued)
5. Tax Deferrala. Year 2026b. Character
6. Qualifying gains:a. Long‐term or short‐termb. Gains on carried interestc. Depreciation recapture 1250 propertyd. Capital gain distributions from mutual fundse. Collections on installment sales
Timing of Investment
1. Personal Capital gain in QOF < 180 daysa. Only gainb. No intermediary required c. No cash tracingd. Non‐gain investment – tracked and 2nd K‐1
2. Capital gains realized by partnershipsa. Partnership can roll, or b. Partner can roll Last day of year
Investor Structure
Investor Flow of Funds
Individual SellsJune 2018
RollDec 2018
Tax PaidApril 2027
QOF SoldJan 2029
Gain via Personal Asset
Gain via K‐1LLC SellsJune 2018
RollJune 2019
Tax PaidApril 2027
QOF SoldJan 2029
Investor Summary
• Max benefit December 31, 2019• Exit period expires Year 2047• Step‐up on exit appears inclusive of depreciation
Holding Period (years)
<5
5 – 6
7 – 9
10+
Original Gain Taxed
100%
90%
85%
85%
OZ Gain Taxed
100%
100%
100%
0%
What if I own real estate or a business in a qualified zone?
Own Asset in Zone
1. No grandfathered assets – must spend new money2. Market pricing reaction3. Sell and roll back into QOF – related party4. Raise equity5. Example – NNN lease & buildout
Takeaway – requires analysis & planning
What are some of the impacts on Developers?
Developer Structure
1. Corporation, Partnership or LLCa. No disregarded entities (single‐member LLC)
2. Organized in one of 50 states, DC or US Possessions
1. Self‐Certify as a Qualified OZ Funda. Complete Form 8996 with tax returnc. Testing – 90% of assets invested in Qualified OZ Property
Certification Form
Sample OZ Structure
Taxpayers
Qualified Opportunity Fund90% Test
SPE(Qualified OZ Business)
70% Test
Project within Opportunity Zone
$$ 60% Stock or Partnership Interest
40% Stock or Partnership Interest
$$Developer/Partner
Developer Financial Considerations1. Investment requirements
a. New or Substantial improvement – storage building exampleb. Partial completion and marketing timeline
2. Capital stack impacta. Form QOF or blind pool QOF – no restrictions on relationshipb. Leverage – permissiblec. Traditional stack – no impact
3. Timing of raises – capital deploymenta. 6 month baselineb. 31 month written plan
4. Carried interesta. Roll no gain vs minimal gain
5. Other tax incentives – historic credit, low income housing credit
Developer Other Considerations – Consult Attorney
1. No fund of funds2. Operating agreement
a. Purpose to operate as OZ Fund or Qualified OZ Businessb. Target allocations – shift tax lossesc. Restrictions on sale proceeds distributions ‐ rolloverd. Ability to control operating cash flow distributions ‐ unclear
3. Securities lawa. Securities Act of 1933, as amendedb. State securities laws – “Blue Sky”
Urban Institute – NC Analysis
QOF Model
Construction TimelineYear 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027
Description Commence site work and infrastructure work
First four components of the master development ‐100,000 SF spec industrial, 100 room hotel, land sale of senior living, land sale of
multi‐family
Commence the phased construction of the retail and retail outparcels. Sale of the improved land in Zone 7 to medical office user and the improved
townhome land.Commence construction on
second hotel.
Continued construction of phased retail and business park development. Sale of improved land in Zone 3 to retail user (Cinema) and
Single Family land.Commence construction on
third hotel.
Continued construction of phased retail and business
park development.
Continued construction of phased retail and business
park development. Commence construction on
final phase of retail development.
Continued construction of phased retail and business
park development.
Continued construction of phased retail and business
park development.
Continued construction of phased retail and business
park development. Final construction phase
Site Work
Infrastructure
Zone 5
Business Park
Zone 1
Outparcels
Zone 2
Zone 4
Zone 6
Improved Land Sales
Multifamily SALE of Multifamily
Assisted Living SALE of Assisted Living
Townhomes SALE of Townhomes
Zone 7 SALE of Zone 7
Single Family SALE of Single Family
Zone 3 SALE of Zone 3
QOF Model
A Distinctive Proposition
Thesis & pipeline pre‐existed Opp. Zones• Secondary + Tertiary markets in Southeast• Public private partnerships• Focus on downtowns with significant upside potential
Strategic partnerships = Maximized adaptations• National expertise on Op.Zones and similar credits• Proprietary fund model built for Op.Zones• Institutional‐grade back office
Rivermont Enterprise Emergent Communities Fund
Basic StructureTarget fund size $250,000,000
General Partners Rivermont CapitalEnterprise Community InvestmentsBeekman Advisors
Investment Targets 90% within Opportunity Zones in NC, VA, SC and GA
Closing First: December 17, 2018Final: December, 13 2019
Investment period 7 years with multi‐stage investment cycle
Term 11 years
Hurdle rate 7%, compounded annually
Carried interest 20% after return of all contributed capital (including management fees) and hurdle rate
Developer Summary
1. Various investment models
2. Low barriers to entry
3. Operating agreement – attention
4. Urban Institute ranked all 42,176 parcels in United States
5. Timing importanta. Cash inflowsb. Site selection
What are identified investment risks?
OZ Investment Risks
1. Exit ability – QOF disposal if minority investor in project2. Tax rates3. Markets4. Bipartisan political support5. Tax penalties6. Temporary legislation
a. Round One – focused on OZ fund set‐upb. Round Two – operational issues (calendar 2018 issuance expected)
• Timeframe to reinvest proceeds from the sale of assets • Rules on the unwinding of multi‐asset funds after the disposition of their investments
Temporary Legislation
1. Basis adjustments
2. Distributions (operating and debt refi) and deemed sale
3. Working capital safe harbor
4. Multi‐asset QOFs – permitted?a. QOF sell and roll‐over ‐ holding period tack
5. Land / building splits
Q & A
Qualified Opportunity Zones