What is real-estate transfer tax (RETT), and when does it arise in an LBO?
Real-estate transfer tax (RETT) is a tax on acquiring real property. Rates vary by jurisdiction (often in the ~3.5–6.5% range).
Why relevant for LBOs? Share-based transfers can trigger it too: if a buyer acquires at least a high threshold (often ~90%) of the shares of a property-owning company, RETT falls on the property value — even without a formal real-estate sale. The tax is non-deductible and can be material for real-estate-heavy targets.
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| Item | Value |
|---|---|
| Property value | $50m |
| RETT rate (high-rate jurisdiction) | 6.0% |
| RETT charge | $3.0m |
In a low-rate jurisdiction the charge would be only $1.75m — the $1.25m difference can shift the equity-pricing range.
- Pre-sale asset carve: hive the real estate into a separate property subsidiary before closing
- 89%/11% structures: a co-investor holds 11%, keeping the main buyer under the ~90% threshold
- Jurisdiction optimization: seat the entity in a lower-rate jurisdiction where there is a choice
- The threshold is misread: indirect share acquisitions count too
- A multi-year lookback period can re-trigger on add-ons or recaps
- The tax authority's property valuation can differ from market value
Question: "How do you minimize RETT on real-estate-heavy targets?"
Answer: "A pre-sale asset carve — hive the real estate into a separate property subsidiary and sell the operating business separately. Alternatively 89% structures with a co-investor for the remaining 11%. At 6% of property value the optimization is material — $3m of tax on $50m of property shifts pricing noticeably."