unit 11 Flashcards
1
Q
packaged product
A
- an investment that relieves the investor of daily decision making
2
Q
Real Estate Investment Trust (REIT)
A
- company that manages a portfolio of real estate investments to earn profits and/or income for its shareholders
- undivided interest in a pool of RE investments
- professionally managed
- offer diversification
- normally publicly traded
- serve as a source of long term financing for real estate projects
- organized as trusts where investors buy/sell shares on stock exchange or OTC
- same liquidity as listed stocks
- compute estimated NAV per unit
- priced based on supply and demand and are not redeemed back to issuer
- REITS are not DPPs (losses do not flow through to investors) or investment companies (mutual funds)
3
Q
equity REIT
A
- own a commercial property
- receive rental income and possible cap gains on future sale of property
4
Q
mortgage REIT
A
- own mortgages on a commercial property
- make real estate loans (mortgages).
- earnings come from interest payments on the loans
5
Q
hybrid REIT
A
- commercial property and owns mortgages on commercial properties
6
Q
benefits of REIT
A
- invest in RE without the same liquidity risk as owning the property yourself
- properties are selected by professionals
- negative correlation to overall stock market
- reasonable income and/or potential for cap gains
7
Q
REIT risks
A
- no direct control
- greater price volatility than direct ownership bc they are influenced by market conditions
- if the REIT isn’t publicly traded, liquify is limited
- problem loans in the portfolio could cause income and or capital to decrease
8
Q
REIT taxation
A
- generally taxed only on dividends paid by the REIT and on gains at disposition of REIT shares
- REIT is a corporation for tax purposes
- generally not subject to corporate tax is if 1) 75% of income comes from RE, 2) distributes 90% of taxable income to shareholders
- dividends are not qualified, taxed a ordinary income
9
Q
direct participation programs (DPP)
A
- investments that pass income, gains, losses and tax benefits (depreciation, depletion and tax credits) directly to LPs
- LP are the most common type but can be S corp or LLC
- As long as a direct participation program avoids at least two of the four characteristics of a corporation, it can remain a reporting-only entity to the IRS. That means it does not pay federal income taxes. Revenue, deductions, and tax credits (if any) are reported the IRS on Form 1065 and distributed proportionally to the investors on the Schedule K-1. The typical business organization of a DPP is a limited partnership having at least one general partner and at least one limited partner.
10
Q
structuring LP
A
- an org is classified as a partnership for federal tax purposes if it has 2+ members and is not:
- an org that refers to itself as incorporated or a corporation
- an insurance company
- a REIT
- an org classified as a trust or subject to special treatment under IRC
- must avoid continuity of life - LP have a predetermined date of dissolution when they are established
11
Q
continuity of life
A
- LP have a predetermined date of dissolution when they are established
- easiest to avoid
12
Q
centralized management
A
- no business can function without it so it is the most difficult to avoid
13
Q
freely transferable assets
A
- interests cannot be freely transferred, GP approval needed
- DPP can avoid this corp characteristic
14
Q
issuing LP interests
A
- can be sold through private placements or public offerings
15
Q
private placement LP
A
- investor must get a private placement memo for disclosure
- accredited investors (small group, large sums) - must meet net worth or income standards.
16
Q
public offering of LP
A
- sold with prospectus to a large number of investors making small investments
- syndicator
17
Q
syndicator
A
- oversees the selling and promotion of the partnership
- responsible for the prep of any paperwork necessary for the registration of the partnership
- fees are limited to 10% of the gross dollar amt of securities sold
18
Q
LP required documentation
A
- certificate of LP
- partnership agreement: describes the roles of GP and LPS and guidelines - contract between partners
- subscription agreement