Which is the typical structure of a business combination involving a publicly traded real-estate owning entity?
Generally, business combinations of real-estate-related businesses occur through the merger or acquisition of a publicly traded real-estate company. These 'public real-estate merger and acquisition (M&A) deals' are structured to take into account tax, regulatory and operational considerations. Typically, such transactions are structured as 'triangular mergers' in which a wholly owned subsidiary of the acquirer is merged with the target. Triangular mergers take one of two forms: 'forward' or 'reverse'. In a forward triangular merger, the acquirer's merger subsidiary, not the target, survives the merger. In the reverse triangular merger, the target survives, resulting in the target becoming a wholly owned subsidiary of the acquirer. Reverse triangular mergers frequently provide the benefit of avoiding third-party consent rights resulting from changes of control or assignment