McLEAN, VA—Although language placing limits on future REIT spin-offs was included in the $1.1-trillion appropriations bill introduced to the US House of Representatives Tuesday night, companies that were already discussing a spin-off with the Internal Revenue Service will be grandfathered in. Hilton Worldwide Holdings is one such company, the Wall Street Journal reported Wednesday, citing people said to be familiar with the matter.

The McLean, VA-based hotelier, which is 45% owned by the Blackstone Group, owns or leases 147 of its properties worldwide. With assets including the New York Hilton, Hilton Chicago and Parc 55 San Francisco, the portfolio offers "significant embedded asset value," according to a November investor presentation. Analysts have estimated the properties' combined value at more than $10 billion, the WSJ reported.

During Hilton's third-quarter earnings call in October, CEO Christopher Nassetta said his team was working on "potential strategic alternatives for our timeshare and real estate businesses." He said he hopes to provide an update on these initiatives when the company reports its full-year 2015 results early next year.

Even before Rep. Kevin Brady (R-TX) introduced a bill that seeks to "stop the gaming of some of the REIT spin-offs," as he told the WSJ on Wednesday, the IRS had begun taking a harder look at the separations. This past September, GlobeSt.com reported that the agency had issued guidance saying it would stop pre-approving real estate spin-offs while it studies the matter more closely. "The concern by the agency appears to be that companies are forming REITs to avoid taxes and/or that these new companies do not have an adequate business purpose," GlobeSt.com's Erika Morphy reported.

Hilton's reported spin-off plans would have been curtailed by the first version of Brady's bill. Brady told the WSJ that since the first draft "caught some transactions mid-transaction," the grandfather clause was added "to avoid a problem or to appear to be retroactive."

Bloomberg Business reported that Hilton shares rose Wednesday following reports of a possible spin-off. A Hilton spokesman did not respond to GlobeSt.com's requests for comment by early Thursday afternoon.

 

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Paul Bubny

Paul Bubny is managing editor of Real Estate Forum and GlobeSt.com. He has been reporting on business since 1988 and on commercial real estate since 2007. He is based at ALM Real Estate Media Group's offices in New York City.