1031/DST/UPREIT (I can't verify the value)

1031/DST/UPREIT (I can't verify the value)

Member since 2023 · 9 posts · 1 vote

So I just sat with a friend who spent his career (decades) as a commercial bank loan officer, mostly in real estate, with a retirement career as an independent bank auditor. Together we looked at three DST from three different Sponsors. Each one had a Master Tenant Lease agreement with the DST. We tried to analyze financials with reference to the terms of the agreement. It's clear the Sponsors are shifting income to itself, but it is very difficult to know how much or make heads or tails of this. It is happening differently in each PPM so there is no consistent example to provide.

I thought the NOI is supposed to be distributed to the investor by their percent of units owned. The deals we looked at had Master Lease Agreements between the Sponsor or an entity of the Sponsor and the DST. In some, Sponsors have rent, over the Master Lease rent, or some other means, by agreement written into the terms of the PPM, inure to the Sponsor and in one some real DST expenses are being paid for by the Sponsor so income and expense is bypassing the DST I&E. It makes evaluation difficult to impossible.

I am wondering, if, as a general rule, the investor will find any DST that don't break the financials up like that. In one of these PPM, the proforma cash flow statement does not disclose the Master Lease Payment. Shouldn't a Master Lease Payment be considered a DST operating expense and therefore be reflected in the proforma, the banker has asked.

I have spent a lot of time trying to understand the whole 1031/DST/UPREIT space. For me fortunately I believe I have traditional security losses that equate to my capital gain, but I fear this DST industry has successfully pulled the wool over the eyes of retail investors who have a 1031 - 45 day count down and feel they have no other choice.

The debate can start here. I am just not going to participate.

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Investor · Vacaville, CA · Member since 2016 · 433 posts · 249 votes
2y
Quote from @Robert Casper:

So I just sat with a friend who spent his career (decades) as a commercial bank loan officer, mostly in real estate, with a retirement career as an independent bank auditor. Together we looked at three DST from three different Sponsors. Each one had a Master Tenant Lease agreement with the DST. We tried to analyze financials with reference to the terms of the agreement. It's clear the Sponsors are shifting income to itself, but it is very difficult to know how much or make heads or tails of this. It is happening differently in each PPM so there is no consistent example to provide.

I thought the NOI is supposed to be distributed to the investor by their percent of units owned. The deals we looked at had Master Lease Agreements between the Sponsor or an entity of the Sponsor and the DST. In some, Sponsors have rent, over the Master Lease rent, or some other means, by agreement written into the terms of the PPM, inure to the Sponsor and in one some real DST expenses are being paid for by the Sponsor so income and expense is bypassing the DST I&E. It makes evaluation difficult to impossible.

I am wondering, if, as a general rule, the investor will find any DST that don't break the financials up like that. In one of these PPM, the proforma cash flow statement does not disclose the Master Lease Payment. Shouldn't a Master Lease Payment be considered a DST operating expense and therefore be reflected in the proforma, the banker has asked.

I have spent a lot of time trying to understand the whole 1031/DST/UPREIT space. For me fortunately I believe I have traditional security losses that equate to my capital gain, but I fear this DST industry has successfully pulled the wool over the eyes of retail investors who have a 1031 - 45 day count down and feel they have no other choice.

The debate can start here. I am just not going to participate.


I appreciate your post but not sure the answer is for the average person to do. What does the average dumb guy like me do? I can keep my single family rentals which, if I am being honest with myself, pay less than 5% cash on cash and require me to manage the property managers. Or I can sell and...? I have 1031'd to a TIC but it's hard for a small guy to have enough money to get into those deals. Thus, the realistic options are 1031 to DSTs or sell, pay tax, and invest in marketable securities!?

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  • Chris SeveneyBusiness Member
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    Investor · VA · Member since 2015 · 21k+ posts · 19k+ votes
    2y
    Quote from @Robert Casper:

    So I just sat with a friend who spent his career (decades) as a commercial bank loan officer, mostly in real estate, with a retirement career as an independent bank auditor. Together we looked at three DST from three different Sponsors. Each one had a Master Tenant Lease agreement with the DST. We tried to analyze financials with reference to the terms of the agreement. It's clear the Sponsors are shifting income to itself, but it is very difficult to know how much or make heads or tails of this. It is happening differently in each PPM so there is no consistent example to provide.

    I thought the NOI is supposed to be distributed to the investor by their percent of units owned. The deals we looked at had Master Lease Agreements between the Sponsor or an entity of the Sponsor and the DST. In some, Sponsors have rent, over the Master Lease rent, or some other means, by agreement written into the terms of the PPM, inure to the Sponsor and in one some real DST expenses are being paid for by the Sponsor so income and expense is bypassing the DST I&E. It makes evaluation difficult to impossible.

    I am wondering, if, as a general rule, the investor will find any DST that don't break the financials up like that. In one of these PPM, the proforma cash flow statement does not disclose the Master Lease Payment. Shouldn't a Master Lease Payment be considered a DST operating expense and therefore be reflected in the proforma, the banker has asked.

    I have spent a lot of time trying to understand the whole 1031/DST/UPREIT space. For me fortunately I believe I have traditional security losses that equate to my capital gain, but I fear this DST industry has successfully pulled the wool over the eyes of retail investors who have a 1031 - 45 day count down and feel they have no other choice.

    The debate can start here. I am just not going to participate.


     This is a great post because you are trying to follow the money. I see a lot of syndication deals where you follow the money (I have not reviewed the above so I cannot comment on them) where the money all goes to the sponsor in upfront fees and other entities and all the risk falls on the investor. Their is the potential for significant upside typically with the investor but I look for a more balanced structure where the sponsor does not get all the fees etc. up front. Just the way I look at things. Others can debate. 

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  • Member since 2023 · 9 posts · 1 vote
    2y

    I am not talking about upfront, I am talking about Sponsor cutting into rent over a break point, taking what is supposed to be the investors, according to the way, DSTs have been pitched to me. It does not make for a logical real estate cash flow statement. There are too many pitfalls that so far are making DST impossible to determine if they are viable deals. DO NOT MAKE A BUY DECISION BASED ON TAX DEFERRAL, WHILE GETTING AN UNFAIR SHAKE ON THE INVESTMENT.

  • Investor · Vacaville, CA · Member since 2016 · 433 posts · 249 votes
    2y
    Quote from @Robert Casper:

    So I just sat with a friend who spent his career (decades) as a commercial bank loan officer, mostly in real estate, with a retirement career as an independent bank auditor. Together we looked at three DST from three different Sponsors. Each one had a Master Tenant Lease agreement with the DST. We tried to analyze financials with reference to the terms of the agreement. It's clear the Sponsors are shifting income to itself, but it is very difficult to know how much or make heads or tails of this. It is happening differently in each PPM so there is no consistent example to provide.

    I thought the NOI is supposed to be distributed to the investor by their percent of units owned. The deals we looked at had Master Lease Agreements between the Sponsor or an entity of the Sponsor and the DST. In some, Sponsors have rent, over the Master Lease rent, or some other means, by agreement written into the terms of the PPM, inure to the Sponsor and in one some real DST expenses are being paid for by the Sponsor so income and expense is bypassing the DST I&E. It makes evaluation difficult to impossible.

    I am wondering, if, as a general rule, the investor will find any DST that don't break the financials up like that. In one of these PPM, the proforma cash flow statement does not disclose the Master Lease Payment. Shouldn't a Master Lease Payment be considered a DST operating expense and therefore be reflected in the proforma, the banker has asked.

    I have spent a lot of time trying to understand the whole 1031/DST/UPREIT space. For me fortunately I believe I have traditional security losses that equate to my capital gain, but I fear this DST industry has successfully pulled the wool over the eyes of retail investors who have a 1031 - 45 day count down and feel they have no other choice.

    The debate can start here. I am just not going to participate.


    I appreciate your post but not sure the answer is for the average person to do. What does the average dumb guy like me do? I can keep my single family rentals which, if I am being honest with myself, pay less than 5% cash on cash and require me to manage the property managers. Or I can sell and...? I have 1031'd to a TIC but it's hard for a small guy to have enough money to get into those deals. Thus, the realistic options are 1031 to DSTs or sell, pay tax, and invest in marketable securities!?

  • Financial Advisor · Member since 2020 · 69 posts · 35 votes
    2y

    The Master Lease is in place as the the Trust itself is not allowed to enter into new leases (obviously an issue in multifamily property). The Master Lease has to be viewed as a true lease (vs a partnership) or it may not hold up to IRS requirements. I view this as DST sponsors trying to abide by the rules and requirements of the IRS, not pulling the wool over anyone's eyes. IMHO.

  • Financial Advisor · Los Angeles · Member since 2020 · 53 posts · 19 votes
    1y

    Yes, as a general rule, a well-structured DST should provide full transparency in its financials, including Master Lease Payments. Since the Master Lease is a key operating expense, it should typically be reflected in the proforma cash flow statement. If it's not disclosed, it's worth asking the sponsor for clarification, as omitting it could impact the accuracy of projected returns and lender evaluations.

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