Partner Buyout - Opinions Needed

[Rohan Patel]

In the middle of buying out partner (50:50 partnership) in a mixed-use owner operated Gas station and real estate property. Buy out would be of two companies, first is operating company for the Business operations of gas station and second would be real estate under said gas station and some rental units. Haven't found much resources on how to structure the deal whether to buy out partner's shares at existing basis (I believe this wouldn't be advantageous as I wouldn't get to mark the asset to market and lose out on depreciation) or open new LLC or S-Corp and buy out both partners (I would end up taking gain tax due to sale but would get new dep. basis). Another issue is the gas station includes a liquor store so opening a new company to buy out business would mean losing the age of liquor license which may be beneficial in the future if they pass a law on permitting more liquor licenses to existing holders.

Can provide more info as needed but partnership buyouts seem uncommon and there are a few moving parts here, any advice would be appreciated. 

[Basit Siddiqi]

When you bake in buying out the partner, factor that since they are not selling the property, that they are not paying approx 6% to 10% of the sales price which should be in your advantage regarding your offer.

Best of luck