Build to Suit Question

Build to Suit Question

Investor · Winston Salem, NC · Member since 2016 · 60 posts · 18 votes

I have an opportunity to invest in a buy-and-hold project with a contractor whose work and track record I know well.  I'm closing on the sale of one of my investment properties and I'm trying to figure out if there's a way to make a build-to-suit 1031 work.  Usually the way the builder works with his regular partner is that the partner fronts the cost of the purchase, the contractor does the rehab, and they split the proceeds on the flip accordingly.  I want to see if there's a way to work a slightly different scenario where the improvements that the contractor makes are rolled into a 1031 exchange and we keep the property as a rental.

Let's say for rough numbers I'm selling an investment property for $1.5m (proceeds of $1m and paying off $500k debt).  And the new property is a $1m purchase price and it needs $500k capital improvements.  So a pretty straightforward build to suit 1031.  Now let's say that the contractor and I agree that I'll front the purchase price and he will be responsible for the labor/materials for the improvements.  If we meet the build to suit reqt's - the improvements are completed within the 180 days, we hold title to the property in the same way I held my previous investment, we keep the property as a rental for at least 2yrs, etc. - does that satisfy my $1.5m purchase requirement?  Does the contractor act in the same way that any conventional lender would in this scenario?  Or does the QI have to actually have all $1.5m from the beginning and disburse the cost of the improvements along the way?  Do I have to have a formal $500k debt relationship with the contractor, and what would that look like?  Can we simply agree to a 2/3-1/3 split of the rent and eventual sale proceeds?  

Anybody done anything like this before?  Or have any other strategies to share capital investment with a contractor-partner on a buy-and-rehab-and-hold that will satisfy the rules of a 1031 exchange?

(I'm also curious how, in the scenario I'm proposing, the "labor" provided by the contractor actual gets valued by the 1031 "improvements" rules, when I'm not paying for it and he's not really billing it to anyone because it's part of his "capital" contribution to the project.  Seems like an obvious way to fudge the numbers on what the improvements could be worth and a reason I would imagine the IRS would have difficulty with this plan...)

I've done one other build-to-suit 1031 but it was 10 years ago and the QI I used then is no longer around.  I'd love some input from some of you experienced QIs and CPAs about strategies here!  Thanks for any help.

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  • Dave FosterBusiness Member
    Qualified Intermediary for 1031 Exchanges · St. Petersburg, FL · Member since 2013 · 9k+ posts · 9k+ votes
    10y

    @Christopher Brown, To distill this down, what you're wanting to do is sell for 1.5 and buy for 1.5 - its just that the 1.5 you are buying is the end summation of a 1 m purchase and a 500K improvement.  You're right, as long as you meet the time requirements this would be a standard improvement exchange.  The property is purchased by the QI using exchange proceeds and held in an EAT until improvements are complete then title of the 1.5 project roll to your exchanging entity.

    Where it gets sticky is in how valuation and completion occurs of the 500K improvement.  If your contractor is willing to complete and fund them in exchange for a share of rent then that could work as long as your entity is taking title to the entire project.  Your reinvestment target requires you to buy 1.5 so you must take title to 1.5.  He can share profit or accept payment for that extra 500K any way you decide but he's not going to be on title.  In essence he's really acting as a lender with repayment being income based.  Where it gets sticky is that he may need/want a recordable debt instrument to protect himself in addition to stipulations in the operating agreements.

    Getting to the valuation should be straight forward and of paramount interest to you.  Since you're the one who's ultimately footing the 500K bill (in the form of income share) you'll want to ensure that 500K of work is being done. So pull out your sharp pencil - he'll need to give you a price for materials and labor and evidence of performance.  You can use your contract with him to determine the ultimate price.  But for your own protection you'll want to verify the amount and value of his contribution.  That inspection of work/billing verification will provide a very nice paper trail and documentation if ever required in an audit.

    The 1031 Investor5137 Reviews
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