Acquisition is the stage where the after-tax outcome of a real estate investment is largely decided. The entity that takes title, the way the purchase is papered, the financing that funds it, and the depreciation posture established at closing all set the trajectory for the entire hold. The firm structures the acquisition for the result the client wants at disposition, not merely to get the deal closed.
Choice of entity is the foundation of every real estate acquisition, and the entity-level decisions made at formation drive the tax outcome over the life of the investment. The firm forms limited liability companies and limited partnerships for single-asset and multi-asset holdings, drafts the operating and partnership agreements that govern allocations, distribution waterfalls, and management, and structures joint ventures between sponsors and capital partners. Where the asset is held for development and sale, the firm builds the dealer-versus-investor structure deliberately — see the Bramblett/Phelan two-entity structure and the firm’s entity formation and operating agreement tools.
The firm negotiates and drafts purchase and sale agreements, letters of intent, and access agreements, and manages the diligence that protects the deal — title and survey review with coordination of title insurance and endorsement issues, and environmental, zoning, lease, and operating-history review. The contract is drafted with the closing structure and the after-tax model already in view.
The firm represents borrowers and equity investors across the capital stack — senior acquisition and construction debt, mezzanine, and preferred equity — negotiating loan documents, intercreditor agreements, and subordination, non-disturbance, and attornment agreements. Loan documents are read for the partnership-level basis and at-risk consequences they create, not only their commercial terms.
A cost segregation study reclassifies building components into shorter recovery periods, accelerating depreciation into the early years of ownership; with 100% bonus depreciation permanently restored for property placed in service after January 19, 2025, the placed-in-service timing established at acquisition is a planning lever in its own right. The firm coordinates the engineering study with the tax model — see the cost segregation analyzer.
For foreign investors acquiring U.S. real property, the firm structures the acquisition for both income and estate tax — direct ownership, U.S. and foreign blocker corporation structures, leveraged blockers, partnership interests, and REIT considerations — with attention to the limited U.S. estate tax exemption for U.S.-situs property absent treaty relief, the branch profits tax, and net-election analysis. Treaty positions are evaluated at the outset.
Where the acquisition is the replacement leg of a like-kind exchange, the firm coordinates identification and acquisition with the qualified intermediary, manages the 45-day and 180-day clocks, and analyzes replacement-property suitability — including reverse-exchange structures where the replacement is acquired first. See the § 1031 exchange tool.
Acquisition is the first stage of the real estate lifecycle — continue to Ownership and Disposition, or see how the structure is taxed under Tax Planning. To discuss an acquisition, use the contact page.