What is a REIT

A real estate investment trust, or “REIT” is a corporation focused on acquiring or financing income-producing real estate with numerous advantages over direct real estate investing. Originally modeled after mutual funds, REITs offer investors the benefits of both current income and long-term capital appreciation, while providing diversification and options for liquidity.

Unlike most corporations, a REIT is required to distribute at least 90% of its taxable income to investors, meaning REITs generally offer attractive dividend yields compared to other stocks. Additionally, because REITs are allowed to deduct dividends paid to investors from their taxable income, REITs can avoid the “double taxation” to which other corporations are subjected.

Types of REITs:

Generally, REITs are classified as either equity or mortgage REITs. Equity REITs own real estate and generate income primarily through the collection of rents. Mortgage REITs invest in loans secured by real estate and generate income through interest payments. Publicly-listed REITs are registered with the SEC and have shares that trade on national stock exchanges. Non-listed REITs may, or may not, be registered with the SEC and typically sell shares through private placement to both individual and institutional investors. Because most non-listed REIT shares do not trade on a daily basis, their share price is generally more insulated from shocks to the stock market.

Benefits of investing in a REIT, include:

Dividends Commercial real estate can provide a consistent stream of income through rents collected from tenants. Combined with the requirement to distribute at least 90% of taxable income, REITs typically provide stable dividend payments to shareholders.
Capital Appreciation Commercial real estate has historically provided an opportunity for capital appreciation over the long-term.
Diversification Commercial real estate historically exhibits a low correlation with traditional asset classes. Private REITs, in particular, offer portfolio diversification and may reduce volatility because they are not directly tied to fluctuations in the stock market.
Inflation Protection Commercial real estate has historically provided investors with a hedge against inflation. Leases often feature annual rent increases and most operating expenses are paid by the buildings’ tenants, insulating investors from rising costs. As the cost of materials and labor increases, the cost to add new supply increases which brings with it a corresponding increase in rental rates.
Liquidity Direct real estate investments are relatively illiquid due to the unique nature of each property and time and cost associated with selling an asset. Listed-REITs shares can be traded in seconds and non-listed REITs often offer redemption, or stock buy-back programs, allowing investors to cash out.

For a detailed explanation of dividend benefits, click here to read a Nareit market commentary blog.

Investors should perform their own investigation before considering any investment. There are material risks associated with real estate investments, including real estate investment trusts. These include, but are not limited to, real estate is typically an illiquid investment, declining tenant vacancies, market values and potential loss of entire investment principal. Past performance is not a guarantee of future results and potential cash flow, potential returns, and potential appreciation are not guaranteed in any way and adverse tax consequences can take occur.

IRC Section 1031, IRC Section 1033 and IRC Section 721 are complex tax code sections; therefore, you should consult your tax and legal professionals for details regarding your situation.

Investments in SR Realty Trust, Inc. are available only to accredited investors (generally described as investors with a net worth in excess of one million dollars, exclusive of primary residence) and accredited entities only (generally described as an entity owned entirely by accredited individuals and/or an entity with gross assets of greater than five million dollars). If you are unsure if you are an accredited investor and/or an accredited entity, please verify with your CPA and attorney prior to considering an investment. You will be required to verify your status as an accredited investor.


Real Estate Investment Trusts are often structured as Umbrella Partnership REITs, or “UPREITs”. A REIT organized as an UPREIT will hold most, or all, of its assets in a holding company, typically a limited partnership, commonly referred to as the REIT’s “operating partnership”. This structure allows other property owners to contribute real estate to the REIT’s holding company without paying capital gains or recapture tax in exchange for ownership in the REIT’s large real estate portfolio. This is known as an UPREIT Contribution, or 721 Exchange.

The contributing property owner will receive Operating Partnership Units which typically carry the same value as the REIT’s common stock and pay an identical dividend. The heirs of an owner’s estate will receive a stepped-up basis equal to the value at death, with the capital gains on income tax avoided.

UPREITs vs. Direct Real Estate Ownership

UPREIT transactions are completed on a tax-deferred basis. This allows property owners to turn unrealized gains into earnings, while avoiding the steep tax consequences often associated with real estate dispositions. In addition to tax advantages, REITs offer numerous advantages over direct real estate ownership, including:

Diversification of Real Estate Holdings Due to the unique nature of every property, real estate features a high level of idiosyncratic risk often resulting in erratic cash flows and property values. REITs mitigate this risk by owning a portfolio of properties often diversified by geography and/or property type. Consequently, REITs often provide a consistent stream of income and capital appreciation.
Economies of Scale REITs leverage economies of scale into cheaper financing, favorable leases and larger acquisitions. Larger acquisitions are more cost efficient than smaller transactions because fixed costs are distributed over a larger basis.
Professional Management REITs are managed by experienced real estate professionals overseen by a Board of Directors. The Board of Directors are elected by and accountable to the shareholders of the REIT.
Passive Investment REITs are a passive investment requiring minimal time commitment from an investor; whereas direct property ownership requires a substantial amount of work as a property owner is responsible for managing, leasing and maintaining the building. REITs are responsible for all of the work associated with being a landlord as well as providing investors with the requisite tax forms.

How Do I UPREIT My Property?

If you own a property that meets the REIT’s property criteria; you may contribute it to the REIT’s operating partnership, SRRT Properties, L.P. A mutually agreeable valuation will need to be reached. The operating partnership will either assume your property’s debt, if any, or arrange new debt and provide you limited partnership units (OP Units) in exchange for the equity portion of your property contribution. This 721 exchange is just like a normal cash sale closing using units instead of cash for consideration. UPREIT transactions can take the form of cash and units. Please seek professional tax advice when performing exchanges and UPREITs. Unit holders are paid distributions equal to the dividends paid on the REIT’s shares. To learn more, read this Case Study on an UPREIT transaction.

I Am Selling My Property to Someone Else and Want to do a 1031 Exchange with you. Can I?

Yes, you can. You can purchase a property with us as a tenant in common. Typically, we are purchasing a larger property than you can on your own. We source the opportunity, negotiate the deal, perform the due diligence, arrange the financing, if any, and handle the closing. You will receive a deed for your interest and receive your proportionate share of earnings and cash flow. Read this Case Study on an UPREIT transaction. If at some future date you elect to UPREIT your tenant in common (TIC) interest into the operating partnership in exchange for units, you can do that (See above, How Do I UPREIT).