IRS Private Letter Ruling PLR 201408019

(“Exchangor" or "Exchanger") Individual or entity desiring an exchange. Taxpayer is a limited liability company that is treated as a partnership for federal income tax purposes. (“Exchangor" or "Exchanger") Individual or entity desiring an exchange. Taxpayer uses an overall accrual method of accounting for filing its federal income tax returns and uses an accounting period ending December 31. (“Exchangor" or "Exchanger") Individual or entity desiring an exchange. Taxpayer is owned X percent by DE, a disregarded entity for federal income tax that is wholly owned by LP, and Y percent by Management Co., a taxable real estate investment trust (“REIT”) subsidiary under § 856(l), which is also wholly owned by LP. LP is an affiliate of Trust, and Trust is a publicly held statutory REIT organized in State A that elected to be taxed as a REIT at all times beginning with Taxable Year 1. LP and (“Exchangor" or "Exchanger") Individual or entity desiring an exchange. Taxpayer are related under § 1031(f)(3).

(“Exchangor" or "Exchanger") Individual or entity desiring an exchange. Taxpayer will enter into an agreement with an unrelated third party to sell RQ, a retail building. (“Exchangor" or "Exchanger") Individual or entity desiring an exchange. Taxpayer will then enter into an exchange agreement (“QI Agreement”) with QI as the qualified intermediary, to whom it will assign its rights in the contract to sell RQ, with notice being given to the buyer. (“Exchangor" or "Exchanger") Individual or entity desiring an exchange. Taxpayer represents that QI is not (“Exchangor" or "Exchanger") Individual or entity desiring an exchange. Taxpayer or a disqualified person as defined in § 1.1031(k)-1(k). QI Agreement expressly limits (“Exchangor" or "Exchanger") Individual or entity desiring an exchange. Taxpayer ’s rights to receive, pledge, borrow, or otherwise obtain the benefits of money or other property held by QI as provided in § 1.1031(k)-1(g)(6).

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