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1031 · Build-to-suit

One hundred eighty days is not a construction schedule.

An improvement exchange lets an exchanger buy land and build, counting the construction toward replacement value. It is a genuinely useful tool with one structural limit: the clock. Only what is actually in place when the exchange period ends counts.

Only completed improvements count, and the period does not extend for weather, permits or a slow trade.
In an improvement exchange an exchange accommodation titleholder takes title to the replacement property and holds it while improvements are constructed. Value is credited for improvements actually completed inside the exchange period. Work still in progress on day one hundred eighty does not count, which converts a construction risk into a tax risk.
What it is good at

Closing a value gap, fast.

Where an exchanger has more proceeds than the replacement property is worth, improvements can lift the replacement value enough to go even or up. For a tenant improvement package, a facade, a pad build or a small industrial shell, one hundred eighty days is workable and the structure earns its cost.

Where it strains

Ground-up projects and the parked title.

A ground-up multifamily, hotel or senior housing project does not finish in six months. Exchangers who try it end up crediting only the land and a slab, and the deferral they were chasing partly evaporates.

There is a second friction. While the accommodation titleholder holds title, the construction lender is lending into a parked structure with an unusual borrower. It is done routinely, but it adds documentation, cost and time at exactly the moment a project has none of the three.

The other direction

If you are the developer, the problem is usually equity, not deferral.

Many improvement exchanges get attempted because a developer is short on equity and an exchanger's money is the nearest available capital. That is solving a capital problem with a tax structure, and the clock makes it fragile.

Ground lease capital does the same job with none of the timing risk. The land is sold at closing, the proceeds reduce the equity requirement immediately, and there is no accommodation titleholder, no parked title and no one hundred eighty day deadline. The developer keeps the building, the depreciation and the upside. See land as construction equity.

They combine

These are not competing tools.

An exchanger can acquire a leased fee as replacement property and be finished on day one, with no construction to complete and nothing to race. Separately, a developer can take ground lease proceeds without any exchange at all. The two sit on opposite sides of the same transaction and both can be true at once.

Questions, answered

FAQ.

What is an exchange accommodation titleholder?

An entity that takes and holds title to replacement property while improvements are built, under a safe-harbor parking arrangement, so the exchanger can credit the completed work toward replacement value.

Do improvements still under construction count?

No. Credit is given for improvements actually in place when the exchange period ends. Work in progress does not count.

How long is the exchange period?

One hundred eighty days from the transfer of the relinquished property, with identification required in the first forty-five.

Can a ground lease and an improvement exchange be used together?

Yes. They address different parties. The developer takes land capital; the exchanger acquires replacement property.

Is a leased fee simpler as replacement property?

Usually. It is complete on acquisition, requires no construction and carries no completion risk inside the clock.

Does the construction lender care?

Yes. Lending into a parked-title structure is routine but adds documentation and time, which is the last thing a project on a clock has to give.

Get your number

If the real problem is the equity, say so.

Send stabilized NOI and total project cost. If land capital closes the gap without a clock, that is a shorter road than a parked-title structure.

Email us the property