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Introduction to Reverse Exchanges
By Gregory J. Rocca and Michael K. Phillips
Copyright 2005 Pacific Realty Exchange, Inc. All rights reserved.
In a deferred exchange, the relinquished property is transferred first,
and the replacement property is acquired second. For various reasons,
a taxpayer may want or need to acquire the replacement property before
disposing of the relinquished property. This article discusses how the
taxpayer may structure a “reverse exchange,” including the
legal authorities, mechanics and practical considerations.
In a “pure” or “true” reverse exchange, the exchanger
agrees to transfer the relinquished property at a future date in exchange
for the present receipt of the replacement property. The exchanger owns
both the relinquished and replacement properties concurrently during the
period between the receipt of replacement property and transfer of relinquished
property. Example 1: A and C agree to exchange properties. On February 1,
2005, C transfers property Y to A. On March 1, 2005, A transfers property
X to C. The exchange is a deferred exchange for C and a “pure” reverse
exchange for A.
The reverse exchange may also involve more than two parties. The other
parties may not be effecting exchanges and may simply be buying or selling
property. Conceptually, this is no different than a deferred exchange involving
the exchanger, the buyer of relinquished property and the seller of replacement
property. The only difference is the timing of the steps. Example 2: A owns
property X and intends to sell it to B. A wants to acquire property Y in
a like kind exchange for property X. Owner C of property Y requires a transfer
date to A before X can be transferred to B. Pursuant to an integrated plan,
C transfers Y to A and B pays the purchase price for X to C (with A paying
any additional consideration for Y to C). Later, A transfers property X
to B. Neither B nor C have made an exchange. A may have made a “true” reverse
exchange.
In Example 1, it is hard to see how A could not have effected an exchange.
The transaction merely involves a reciprocal transfer of property for other
property without cash consideration. Example 2 is more uncertain since it
involves cash consideration. The IRS might argue that A really sold property
X for cash to B and reinvested the proceeds in property Y in a taxable transaction.
But this simply presents the same issue (the taxpayer’s actual or
constructive receipt of cash) that may be raised in any simultaneous or
deferred exchange.
A reverse exchange is not literally covered by §1031(a)(3) which simply
provides time constraints for deferred exchanges. "Pure" reverse
exchanges were approved in Rutherford v. Commissioner, T.C. Memo 1978-505 (relating
to an exchange of heifers) and PLRs 9823045 and 9814019 (exchange of power
line easements). In Rutherford, the taxpayer received heifers in exchange for
his promise to deliver to-be-born calves in the future. The taxpayer received
the heifers in 1973 and transferred the calves to the other party during 1974,
1975 and 1976. In other words, at the time the “replacement property” was
received, the “relinquished property” did not exist. The court
held that the taxpayer effected a Section 1031 exchange. In PLRs 9823045 and
9814019, the IRS stated that the exchange of easements was a reverse exchange
and ruled that it was a valid like-kind exchange. The Starker decision also
supports the qualification of a reverse exchange under §1031(a)(1). Among
other things, the Starker case holds that an exchange need not be simultaneous.
The court held that a contract right to assume the rights of ownership should
not be treated any different than the ownership rights themselves when only
like-kind property is ultimately received. See Starker v. United States, 602
F.2nd 1341 (9th Cir. 1979).
No case has yet upheld a reverse exchange involving more than two parties.
In several cases involving multiple parties, the taxpayers failed in their
attempts (after the transactions had occurred) to convert purchase/sale transactions
into reverse exchanges under Section 1031. See, e.g., Bezdjian v. Commissioner,
845 F.2d 217 (9th Cir. 1988); Lee v. Commissioner, T. C. Memo 1986-294, Dibsy
v. Commissioner, T.C. Memo 1995-477; Lincoln v. Commissioner, T.C. Memo 1998-421.
Reverse exchanges have been the subject of at least two reported bankruptcy
cases. These cases have held that the exchangers retained beneficial ownership
of property where title was nominally held by intermediaries. The same facts
and legal theories that allowed the exchangers to succeed in bankruptcy court,
however, would cause them to lose in the tax courts if their transactions were
audited. See In Re Exchanged Titles, 159 Bank. Rptr. 303 (Bkrpt C.D.Cal. 1993);
Re Sale Guaranty Corporation, 220 B.R. 660 (9th Cir B.A.P. 1998).
Very few taxpayers fit within the facts of Rutherford or PLRs 9823045 and 9814019
which involve only two parties. A pure reverse exchange also presents difficult
basis and depreciation issues arising out of the taxpayer’s ownership
of both the replacement and relinquished properties until the exchange is completed.
But T.D. 9115, 69 FR 9529 (March 1, 2004) contains new regulations that may
apply to a true reverse exchange. The regulations allow the taxpayer to depreciate
the unadjusted depreciable basis of the replacement MACRS property until the
time of disposition of the relinquished MACRS property by the taxpayer. The
taxpayer must then include in taxable income in the year of disposition of
the relinquished MACRS property certain excess depreciation that was allowable.
For these reasons, the current practice is to avoid a pure reverse exchange
by adopting one of two approaches: the “Exchange Last” method (providing
for a future simultaneous exchange) or the “Exchange First” method
(providing for a current simultaneous exchange). These approaches are really
just variations on a buyer-accommodated-type exchange (see Alderson v. Commissioner,
317 F.2d 790 (9th Cir. 1963) or a seller-accommodated-type exchange (see Mays
v. Campbell, 245 F.Supp. 375 (ND Tex. 1965), except that the accommodator holds
title to the “parked” property for a period of time and later (instead
of immediately) transfers it.
The “Exchange Last” method involves “parking” or “warehousing” the
replacement property with an independent party until the relinquished property
can be transferred. The taxpayer then does a simultaneous exchange of the
two properties. Example: Taxpayer A owns property X and wants to acquire
property Y. Property Y must be acquired before property X is ready to be
sold. Accommodator D purchases Y, holds it until X is ready to close, then
transfers Y to A in a simultaneous exchange for X, simultaneously selling
X to a buyer B.
The “Exchange Last” method was successfully used by the taxpayer
in Biggs v. Commissioner, 632 F.2d 1171 (5th Cir. 1980). In Biggs, the accommodator
acquired the replacement property and held title to it for four months before
the taxpayer’s simultaneous exchange. The taxpayer advanced the entire
purchase price to the accommodator and secured the advance with a deed of
trust on the replacement property. The taxpayer was obligated to reimburse
the accommodator for all costs of acquiring and holding title to the property
when the property was transferred by the accommodator to the taxpayer. The
taxpayer’s loan was repaid out of the relinquished property sales
proceeds. The court admitted that the exchange would have been meaningless
if the accommodator was acting as the taxpayer’s agent because the
taxpayer would have merely made an “exchange” with himself.
But the court rejected the Service’s contention that the accommodator
was acting as the taxpayer’s agent. Rather, the court found that the
accommodator accepted title to the replacement property, “albeit at
Biggs’ request, merely in order to facilitate the exchange.” A
modified form of this structure was also used in J.H. Baird Publishing Company
v. Commissioner, 39 T.C. 608 (1962), acq. 1963-2 C.B. 4 (accommodator acquired
and held the replacement property while build-to-suit improvements were
made and later exchanged the property).
The “Exchange First” method starts with a simultaneous three-party
exchange of the relinquished and replacement properties using an independent
party. The independent party acquires the replacement property and trades
it with the taxpayer for the relinquished property. The independent party
then holds the relinquished property until it can be sold. Example: Taxpayer
A has property X and wants property Y. Accommodator D acquires Y by purchase
from C and immediately exchanges Y with A, receiving X. D holds X until
it can be sold to buyer B. This structure presents the risk that beneficial
ownership of the relinquished property may not be deemed to transfer, notwithstanding
the transfer of legal title to the accommodator. Thus, the taxpayer may
be treated as subsequently selling the relinquished property through the
accommodator (viewing it as a conduit for temporarily holding title).
Both methods attempt to avoid having the exchanger treated as the owner
of the parked property during the gap period between the acquisition of
replacement property and the sale of relinquished property to a buyer. The
advantages of the Exchange Last method over the Exchange First method include
time, flexibility, less risk and ease of reconciling equity values. First,
where acquisition of a specific replacement property will not fully defer
gain realized on the disposition of the relinquished property, Section 1031(a)(3)
periods will start later if Exchange Last is used. Second, if the exchanger
is not certain about which of several relinquished properties will be used
in the exchange, the decision can be made when a contract to sell one of
them is made, rather than at the time the replacement property is acquired.
In a safe harbor exchange, however, the relinquished property must be identified
within 45 days after the accommodator acquires the replacement property.
Third, there is less risk that the accommodator will be disregarded and
the exchanger treated as having never transferred the relinquished property.
If Exchange Last is used, the parked property will not have previously been
owned or controlled by the exchanger. Finally, since the exchange takes
place concurrently with the sale of the relinquished property, reconciliation
of equity values can occur with knowledge of the actual market value of
the relinquished property, rather than based on a value assumed at the time
of the replacement property's purchase.
The advantages of Exchange First over Exchange Last include meeting financing,
management and closing requirements. A lender who provides financing for
acquisition of the replacement property often requires that the exchanger
be the borrower and take title to the replacement property. Only Exchange
First allows the exchanger to be on title and execute a deed of trust for
the replacement property. Further, if the replacement property has particular
management, leasing, environmental or litigation problems, acquisition of
title by the exchanger may be necessary. Finally, it may just be too late
to change deeds already drawn and executed that convey title of the replacement
property to the exchanger.
In addition to tax considerations, there are many business and practical
considerations that must be taken into account in a reverse exchange. These
considerations include the identity of the accommodator, financing the acquisition
of replacement property, lease or management of the parked property, termination
of the transaction (“sunset provisions”), the construction of
improvements, and tax and financial reporting. These considerations are
discussed further below and are most important for non-safe-harbor reverse
exchanges. Reverse exchanges under the safe harbor of Rev. Proc. 2000-37
allow many arrangements between the exchanger and an accommodator that are
not on arms-length terms. See Section 4.03 of Rev. Proc. 2000-37.
Review of Revenue Procedure 2000-37
By Gregory J. Rocca and Michael K. Phillips
Copyright 2005 Pacific Realty Exchange, Inc. All rights reserved.
Rev. Proc. 2000-37 provides an administrative safe harbor for reverse
exchanges that are parking transactions and use either the exchange last
or exchange first method. The property must be held in a “qualified
exchange accommodation arrangement” (QEAA). Section 4.02 of the
Rev. Proc. spells out six formalistic requirements for a QEAA, including
(1) title or other qualified indicia of ownership to the parked property
must be held by a person qualified to be an exchange accommodation titleholder
(EAT); (2) the taxpayer must have a bona fide intent that the parked property
qualify as replacement or relinquished property under Section 1031; (3)
the taxpayer and the EAT must enter a written qualified exchange accommodation
agreement that contains specified provisions within five (5) business
days after the EAT acquires the parked property; (4) if the exchange last
method is used, the taxpayer must identify the relinquished property within
45 days after the EAT acquires the replacement property; (5) the parked
property must be transferred by the EAT and the transaction must be completed
within 180 days after the EAT acquires the parked property; and (6) the
combined time period that the relinquished property and the replacement
property are held in a QEAA must not exceed 180 days.
The inflexible 180-day time limitation is the key to qualifying a reverse
exchange under the safe harbor. Within 180 days after the EAT acquires the
parked property, the EAT must transfer the parked property. The parked property
must be transferred to the taxpayer if the EAT holds the replacement property
under the exchange last method, or to the buyer if the EAT holds the relinquished
property under the exchange first method. A “safe harbor” reverse
exchange necessarily means a parking transaction with an EAT that is completed
within 180 days. Parking transactions that are not completed in 180 days
(or otherwise do not meet the requirements of the Rev. Proc.) are referred
to as “non-safe-harbor” reverse exchanges. Section 3.04 of the
Rev. Proc. provides that if the requirements of the safe harbor are not
met (for example, the parked property is not transferred by the EAT in 180
days), the Rev. Proc. does not apply. In that event, the determination of
whether the taxpayer or the EAT is the owner of the parked property for
tax purposes and the proper treatment of the transactions between the parties
is made under general tax principles and without regard to the liberal rules
of the Rev. Proc.
Section 4.03 of the Rev. Proc. allows many “permissible agreements” between
the taxpayer and the EAT even though the agreements do not contain arms-length
terms, including loans, guarantees, indemnities, leases, management, contractor
or other service agreements. Section 4.03 also allows puts and calls at
fixed or formula prices effective not more than 185 days after the EAT acquires
the parked property, and arrangements that account and compensate for variations
between the actual and estimated value of the relinquished property if the
exchange first method is used. These permissible agreements are crucial
to allow the EAT to hold bare legal title to the parked property and effectively
shift all or substantially all of the benefits and burdens of ownership
to the taxpayer. Further, the parked property will still qualify as being
held in a QEAA even though the accounting, regulatory, or state, local or
foreign tax treatment of the arrangement differs from the treatment required
by the Rev. Proc.
The Rev. Proc. is simply a statement of the Service’s administrative
procedures. It is not a regulation with the force and effect of law.
If the terms of the Rev. Proc. are met, the Service will not challenge
(a) the qualification of the parked property as replacement property
or relinquished property under Section 1031 or (b) the treatment of
the exchange accommodation titleholder (EAT) as the beneficial owner
of the parked property for federal income tax purposes. While the Service
will not disallow on audit an exchange that falls within this administrative
safe harbor, the Rev. Proc. and the statements made therein are not
binding on any court.
The Rev. Proc. favors parking arrangements by providing a safe harbor for
transactions completed in a 180-day period. It does not address a true reverse
exchange. The Rev. Proc. recognizes reverse exchanges using both the exchange
first and exchange last methods and provides a special reverse identification
rule for the exchange last method. Within 45 days after the EAT acquires
the replacement property, the relinquished property must be identified consistent
with Reg. Section 1.1031(k)-1(c), including the identification of alternative
and multiple properties.
The Rev. Proc. states that, as a general rule, the party that bears the
economic burdens and benefits of ownership is considered the owner of property
for federal income tax purposes, citing Rev. Rul. 82-144, 1982-2 C.B. 34.
But the Rev. Proc. itself eschews a “benefits and burdens” analysis
for parking arrangements that meet the requirements for a QEAA (Section
4.02). The Rev. Proc. explicitly allows agreements and other arrangements,
including guarantees, indemnification, loans, leases, management agreements,
put and call options, and the shifting of gain or loss, even though the
agreements contain terms that might not otherwise result from arm’s
length bargaining between unrelated parties (Section 4.03).
The reference to a “benefits and burdens” test in general and
Rev. Rul. 82-144 in particular has caused concern for non-safe-harbor reverse
exchanges, such as build-to-suit exchanges that cannot be completed in 180
days. Rev. Rul. 82-144 held that a taxpayer was the owner of tax-exempt
obligations notwithstanding the fact that the taxpayer shifted the risk
of loss of the obligations through the simultaneous purchase of a “put.” The
ruling notes that two significant factors of ownership are: (1) which party
has the right to dispose of the property and (2) which party bears the risk
of profit or loss with respect to the property. The taxpayer in the ruling
met both tests and was entitled to the full benefit of any appreciation
in the value of the obligations. The ruling distinguished situations in
which the taxpayer was holding obligations as security on a loan or for
the benefit of another party (including cases where the other party had
rights to purchase or reacquire the property at a fixed price). The ruling
also noted that, while the “puts” limited the taxpayer’s
risk of loss, an arm’s length price was paid for the “puts”,
their primary purpose was to increase liquidity for the taxpayer’s
portfolio rather than to shift risk of loss, and the “puts” had
a short, fixed duration that was substantially less than the life of the
obligations. Many commentators question whether this line of cases and rulings
should apply to a typical non-safe-harbor reverse exchange. How relevant
are these authorities to parking arrangements under Section 1031? The Rev.
Proc. cites Rev. Rul. 82-144 while PLR 2000111025 (discussed below) ignores
it in analyzing a non-safe-harbor reverse exchange.
The Rev. Proc. acknowledges that taxpayers have engaged in parking transactions
to facilitate reverse exchanges and that they attempt to structure the transaction
so that the accommodation party has “enough of the benefits and burdens” relating
to the parked property to be treated as the owner for federal income tax
purposes. The Rev. Proc. explicitly states that parking transactions can
be accomplished outside of the safe harbor provided in the revenue procedure.
PLR 2000111025 confirms this recognition by approving a parking arrangement
in which the accommodator had minimal, but apparently “enough”,
of the benefits and burdens of ownership. The key to the PLR was not benefits
and burdens of ownership, however, but rather the taxpayer’s intent
to exchange, the structure of the transaction as an integrated exchange,
and the fact that the accommodator was not the taxpayer’s agent.
The principles set forth in the Rev. Proc. have no application to any federal
income tax determinations other than the particular issues presented under
Section 1031 and determinations that involve a QEAA. For example, the Service
may recast amounts paid as a fee to an EAT to the extent necessary to reflect
the true economic substance of the arrangement. Other federal income tax
issues implicated, but not addressed, in the Rev. Proc. include the treatment
of payments that shift gain or loss after the relinquished property is sold,
and whether an EAT may be precluded from claiming depreciation deductions
(e.g., as a dealer).
The EAT cannot be the taxpayer or a “disqualified person” under
Reg. Section 1.1031(k)-1(k). An EAT may be an affiliate or division of a
QI since services as an EAT are disregarded in determining status as a QI.
See PLR 2000111025 (accommodator was a single-member LLC treated as a division
of an exchange company for federal income tax purposes). The EAT must be
subject to federal income tax. Thus, the safe harbor cannot be used as a
means to generate tax-exempt income or similar tax benefits.
The Rev. Proc. spells out what must be contained in a QEAA agreement:
a. The agreement must state that the EAT is holding the property for the
benefit of the taxpayer in order to facilitate an exchange under Section
1031 and the Rev. Proc.
b. The taxpayer and EAT must agree to report the acquisition, holding and
disposition of the property as provided in the Rev. Proc.
c. The agreement must specify that the EAT will be treated as the beneficial
owner of the property for all federal income tax purposes. (Among other
things, this implies that only the EAT, and not the taxpayer, may be able
to claim depreciation deductions with respect to the parked property.)
d. Both parties must agree to and actually report the federal income tax
attributes of the property on their federal income tax returns in a manner
consistent with this agreement.
A well-drafted QEAA agreement will contain other things:
a. A statement of the taxpayer’s bona fide intent that the property
held by the EAT represents either replacement or relinquished property in
an exchange intended to qualify under Section 1031, and provisions for an
integrated and contractually interdependent exchange between the taxpayer
and the EAT or the taxpayer and a QI. If the exchange is between the taxpayer
and a QI, the EAT will simply be seller of the replacement property under
the exchange last method, or the buyer and future seller of the relinquished
property under the exchange first method.
b. Provisions concerning the financing of the property, including any down
payment by the EAT, any loan by the taxpayer or a related party, and third-party
financing issues (the terms of the note, the deed of trust, any requirements
for a special purpose bankruptcy-remote entity, any environmental or other
indemnities, any guarantee by the taxpayer or a related party). The parties
must also consider the impact of a transfer of the relinquished property
to an EAT under the exchange first method, including triggering due-on-transfer
provisions in the existing financing.
c. Title insurance issues, including review and approval of a preliminary
title report, the title policy and endorsements, and arranging for a binder
or discount on the subsequent transfer of the property.
d. Provisions concerning the interim operation of the property, including
the leasing, management and any improvements to be constructed, including
selection of contractors and the supervision, approval and financing of
construction.
e. A representation and warranty of the EAT, guaranteed by a parent company
or other responsible person, that the ownership, management and structure
of the EAT will be maintained; the property will be operated by the EAT
in a prudent and commercially reasonable manner; no new liens or encumbrances
of the EAT will attach to the property except as otherwise agreed by the
parties; title will be transferred to the taxpayer (exchange last) or to
the buyer (exchange first) subject only to the agreed liens and exceptions;
the EAT will transfer the property as provided in the agreement and not
otherwise dispose of it; and the EAT will disburse the consideration received
from the transfer of the property in accordance with the agreement, including
payment of closing costs, EAT fees or other income, return of any down payment
of the EAT, repayment of any loans made by the taxpayer or a related person
(including any interest thereon), and payment of all third-party financing
(including interest thereon).
f. Under the exchange first method, provisions for the sale or other disposition
of the relinquished property by the EAT, including listing agreements, approval
of terms of sale, real estate transfer disclosures, representations and
warranties of the seller, and appropriate indemnifications. Also provisions
for any variations in the value of the relinquished property from the estimated
value on the date of the EAT’s acquisition, including future payments
to or from the taxpayer on account of such variations and the treatment
of such payments.
g. Provisions for insurance, including the amount and type of insurance,
the insured parties, and payment of the premiums. Insurance may also be
addressed under a net lease of the property to the taxpayer.
h. Provisions for real estate and other taxes, including property tax reassessment
upon the transfer of the relinquished property to the EAT under the exchange
first method. A supplemental assessment may not be made until after the
EAT sells the relinquished property. The supplemental assessment may then
become an unsecured debt of the EAT. The EAT will want to pass that cost
to the taxpayer under a net lease or other provision of the agreement. The
parties will also want to consider sales tax on any personal property and
gross receipt taxes and other taxes and fees imposed upon the EAT, including
EATs that are LLCs.
i. Provisions for environmental studies, representations, warranties and
indemnities concerning the property.
j. Provisions for tax and other indemnifications, releases and guarantees,
including costs of defense and reasonable attorney’s fees.
k. Provisions for an exit strategy, including puts and calls, the consideration
to be paid for the option, the strike price (fair market value or fixed
or formula amount), the effect of a party not exercising an option, and
any required post-sale payments (e.g., if the EAT would otherwise incur
a loss of sale). The Rev. Proc. allows puts and calls at fixed or formula
prices effective for a period not in excess of 185 days from the date the
parked property is acquired by the EAT. This implies that such options cannot
be effective after 185 days in order to be a permissible arrangement under
the Rev. Proc.
l. Provisions that spell out the EAT’s fees or other income, including
set-up and entity fees, lease income, sale profit, construction fees, financing
fees, option fees, etc. Also provisions that require reimbursement for the
EAT’s out-of-pocket costs.
m. Provisions that address the ownership, management and structure of the
EAT, assignment rights, and potential savings on title insurance and transfer
tax.
n. Provisions that evidence the taxpayer’s intent to comply with
the 180-day time limitation of the safe harbor, and the effect of the transaction
and actions to be taken if the property is not transferred in the 180-day
period. Do the parties proceed with a non-safe-harbor exchange or is the
transaction terminated? If the transaction is terminated, how do the parties
account for and report the transaction? Does this depend on whether or not
the EAT is the taxpayer’s agent?
Unlike the deferred exchange regulations, the Rev. Proc. does not say whether
or not the EAT may act expressly as the taxpayer’s agent, but there
is nothing in the Rev. Proc. to indicate that the EAT would be disqualified
if it was the taxpayer’s agent under state law. See PLR 200148042
(IRS approved the inclusion of an express agency statement, making the EAT
an agent of the customer for all purposes except federal income tax purposes,
in a QEAA). In fact, the QEAA agreement must provide that the EAT is holding
the property for the benefit of the taxpayer in order to facilitate a Section
1031 exchange. If the EAT is the taxpayer’s agent under state law
but the parties nevertheless comply with all of the provisions of the Rev.
Proc. (including treatment of the EAT as the beneficial owner for all federal
income tax purposes and consistent tax reporting), the Service should not
challenge the exchange. The spirit of the Rev. Proc. is that an EAT under
the safe harbor should be treated in the same way as a QI under the deferred
exchange regulations. If the EAT is the taxpayer’s agent, the EAT
would receive the legal protections of its principal, additional transfer
tax may be avoided on the transfer of the property, and the tax treatment
of a transaction that terminates because it is not completed in the 180-day
period would be more certain. However, if the EAT is the taxpayer’s
agent, the exchange may not qualify for state income tax purposes. The Rev.
Proc. is only a statement of the Service’s procedures for federal
income tax purposes.
The 180-day time limit of the safe harbor may encourage a market niche
for “white knights” to purchase the relinquished property and
allow the transaction to close in time. No later than 180 days after
the transfer of parked property to the EAT: (i) the property must be transferred
(either directly or indirectly through a QI) to the taxpayer as replacement
property (exchange last method), or (ii) the property must be transferred
to a person who is not the taxpayer or disqualified person as relinquished
property (exchange first method). Further, the combined time period that
the replacement and relinquished properties are held in a QEAA cannot
exceed
180 days. The 180-day time period for the safe harbor appears to be fixed
in the same way as for a deferred exchange under Section 1031(a)(3).
The Rev. Proc. states that it only applies when the exchange is accomplished “within
a short time” after the property is transferred to the EAT. Under
the exchange last method, the EAT must transfer the replacement property
to the taxpayer in the 180-day period. But there is no prohibition on
the transfer of the relinquished property to a “white knight” (who
is not the taxpayer or a disqualified person) in order to complete an
exchange within 180 days. |