Adam Cohen, senior vice president of tax at Safehold Inc. (NYSE: SAFE), sat down for a video interview at Nareit’s REITwise: 2026 Educational Conference in Hollywood, Florida, March 24-26.
Cohen said OP unit transactions look very different today than they did during the early growth years of the REIT industry, when founders often used them as a long-term tax deferral strategy. Now, he said, these deals are more commonly driven by REITs seeking acquisitions and sellers looking to defer taxes—creating new layers of negotiation and potential friction.
“The sellers don’t want to pay tax today. They want to defer,” Cohen said. But unexpected issues can arise when depreciation schedules run out or debt structures shift, triggering tax consequences sooner than sellers anticipated. “If they have good solid tax advisors, they’ll find out about that early.”
He also discussed the evolving role of qualified opportunity zones (OZs), noting that many REITs largely sat out the first phase of the program but may become more active in future iterations. He outlined several potential roles REITs could play—from serving as the OZ fund itself to acting as an investor or sponsor.
Still, he cautioned that regulatory timelines often clash with real estate development realities. “Most of these larger multifamily projects can take upwards of three or four years from conception to lease up,” he said.
When it comes to flexible partnership arrangements, Cohen said the best defense against unwanted surprises is simple: “That can be summed up in one word: Modeling.”