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ARTICLE · 26 OCTOBER 2026

What Makes An UPREIT Go-Private Different

Goodwin Procter LLP
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The UPREIT structure has become the dominant organizational form for publicly traded REITs, yet it introduces unique complexities in take-private transactions that differ significantly from conventional public company acquisitions. Property contributors seeking tax deferral and LTIP holders prioritizing liquidity create competing stakeholder interests that buyers must carefully navigate through operating partnership agreements, tax protection agreements, and fiduciary considerations.

United StatesFinance and Banking
John Haggerty
John Haggerty
Brian Lerman
Brian Lerman
Blake Liggio
Blake Liggio
Edward Glazer
Edward Glazer
Benjamin Gossels
Benjamin Gossels

I. Introduction

Over the course of 2025 and the first half of 2026, the market for take-privates of publicly traded real estate investment trusts (REITs) has been strong as private investment funds and other private players with available capital seek higher yields and transactions of a larger scale and a number of these REITs have been trading below net asset value. For REITs, these privatization transactions present both buyers and sellers with unique issues when the REIT involved has an UPREIT structure. While an UPREIT structure provides significant benefits to many REITs, in a take-private transaction, the limited partners represent an additional set of stakeholders to be considered, often with interests that differ from the holders of publicly traded stock. This article focuses on the issues that are particular to UPREIT go-privates. For a more general discussion of REIT take-private transactions, see our other alerts.

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