IRS Private Letter Ruling PLR 200329021 - Build-to-Suit

Parent is a publicly-traded State A corporation that is engaged in the business of owning and operating C Facilities. Parent is the sole shareholder of several subsidiaries, including Taxpayer. The Taxpayer holds title to approximately 100 fee-owned properties improved with C Facilities. These C Facilities are operated by Parent, which compensates Taxpayer for the use of the facilities. Parent files a consolidated federal tax return that includes Taxpayer, as well as its other wholly-owned subsidiaries.

The only other party involved in the proposed exchange (besides an unidentified, unrelated party who will be the eventual transferee of the relinquished property) is Company. Company will serve as both a Qualified Intermediary (QI) and an Exchange Accommodation Titleholder (EAT) in the proposed transaction. Company also includes a special purpose limited liability company (LLC) that will be organized under the laws of State C. LLC will be wholly owned by Company, will be formed immediately prior to Company’s acquisition of the replacement property in its capacity as EAT and will be a disregarded entity.