Pure DST vs. DST-721 UPREITs

[Lan Bak]

Looking to get out of the active landlord business and exploring pure DST vs. 721 Exchange.

From my limited reading, a DST-721 Exchange seems to be a better option except it is a one-way door (no exchange back to DST or 1031).

Looking for some inputs, comments and gotchas in evaluating both options.

Comments on upfront and ongoing fees are especially welcome :)

Thanks in advance !

[Jon Taylor]

@Lan Bak,

Inputs: Section 721 of the Internal Revenue Code allows an investor to exchange property held for investment or business purposes for shares in a Real Estate Investment Trust (REIT) without triggering a taxable event. The transaction allows investors to increase the liquidity and diversification of their real estate investments while deferring costly capital gains and depreciation recapture taxes that may result from the sale of a property.

Benefits: 

REITs also can provide the same ongoing benefits of real estate ownership including income, depreciation tax shelter, principal pay down, and appreciation. Many REITs continue to make acquisitions on an ongoing basis. This allows the investor to benefit from future buying opportunities in the REIT without triggering any capital gains or depreciation recapture tax events. *Please note: As Dave mentioned, not all REITs allow for ongoing depreciation, but some do. It's important to understand the difference, and I'd recommend sticking with the REIT with depreciation advantages.

The Tax Cut and Jobs Act (TCJA) includes a 199A deduction and applies to certain income from pass-through entities (including REIT dividends) and allows individuals to take the 20% deduction against REIT dividend distributions that yields an effective tax rate of 29.6% or 37% (80% for upper bracket filers). But the 199A is scheduled to sunset in 2025 under the TCJA unless made permanent.

It wouldn't be uncommon for some investors to only realize taxable income on 40-50% of their dividend distributions in today's current environment (I have seen this personally).

You asked about fees, so one quick comment. Often times the transaction between the DST and the REIT involve a significantly lower commission for the brokers. As such, many aren't incentivized to advise you along that path (sad but true). Instead, the commission is passed along to the investor in the form of increased equity.

Most of the time, the REIT has liquidity as an option. This is great of your accountant who may choose to advise that you liquidate shares during a tax year where you realize some loss elsewhere. It's also a great way to pass buildings down to your kids who want nothing to do with the active management business. Instead of saddling them with a $5M commercial property (for instance), you can turn that into 166k shares and divide them amongst your kids (who are in line to get a full step-up in basis when you pass away).

Gotchas: 

The UPREIT is sometimes an option, and sometimes a mandate. It's really important to understand the difference. There are examples of DSTs that included an exit into a REIT that DID NOT ALLOW the investor to do a 1031 exchange. The investor was unaware of this previously. Horrible.

The REIT is essentially a "blind pool" investment. The Trustee of the REIT can buy and sell properties within the REIT without triggering a capital gain event to you as the investor, however, this flexibility also allows the operators to potentially add properties to your investment portfolio that may expose you to risks or asset classes you were previously unaware of.

There are a couple of sponsors I am aware of that carve individual properties out of the REIT, into a DST, then pull them back into the REIT at a significant mark-up to the DST investor. This is important to understand on the front end when you are investing in the DST.

Summary:

If you are making an investment into a DST with a REIT exit, you are aligning yourself with the sponsor in a long-term way. It's more important than ever to understand what you are getting yourself into. I'd encourage you to evaluate the REIT first, then the DST second. And in some ways, the DST becomes less (*slightly less*) important in that scenario. It's a gateway into the investment you actually want to make.

I'd recommend you put yourself in a position to take advantage of a REIT exit as an OPTION, not an OBLIGATION. Test the waters with the sponsor for 3-5 years as they hold the properties in the DST, then decide if you want to align with them as a part of your long estate plan.

Last (and best) recommendation: Ask your broker what the funds from operations (FFO) ratio is. All REITs are required to show their FFO calculations on their public financial statements. The FFO figure is typically disclosed in the footnotes for the income statement. If the FOO ratio is less than 100%, hard pass. That means they are paying dividends out of investor capital or debt, instead of NOI. That easy question to answer will be a really great litmus test in your due diligence toolbox.

If you are evaluating a REIT, it would be wise and prudent to do your homework and select the appropriate professional to guide you. It can be a wonderful tool.