Where to start · Intake
Find a DST for Your Exchange: What We Need From You
A DST offering cannot be shown on a public page, so matching one to your exchange starts with six facts about your sale and a conversation. Here is what the six are, why each one matters, and the form that sends them to an advisor.
How this works
You send the six facts below. An advisor reads them, replies to arrange a phone or video call, and after that call prepares a proposal: the cost of a taxable sale, the equity and debt to replace, the structures that fit, and the offerings open to you now. Nothing is sold from this page and nothing is committed by sending the form.
The six facts an advisor needs
- 1
Sale price and closing date
The price sets the scale of the exchange; the closing date starts the 45-day identification period and the 180-day exchange period. If the sale has closed already, the date tells us how many days remain.
- 2
Debt to be paid off
The loan balance paid at closing is treated as money received unless it is replaced with new debt or outside cash. It is solved separately from the equity, and it decides whether a leveraged structure is needed.
- 3
Equity reaching the intermediary
Price less the loan payoff and closing costs: the amount that has to go back into real property. A range is enough for the form; the settlement statement fixes it later.
- 4
Income you need from the replacement
A monthly or annual figure, or 'none for now'. This rules structures in or out: stabilised DSTs and direct title securities pay current income, a cash out DST does not.
- 5
The property's state and your state
Several states withhold at closing unless an exemption is certified, and California keeps a claim on deferred gain through FTB 3840 when the replacement is out of state. Both states shape the plan.
- 6
Whether you are an accredited investor
DST offerings are private placements open to accredited investors. The definition is set out below; 'not sure' is a fine answer on the form and we will walk through it on the call.
The accredited investor test, for an individual, is the SEC's: net worth over $1 million excluding your primary residence, individually or with a spouse or partner; or income over $200,000 individually, or $300,000 with a spouse or partner, in each of the prior two years with a reasonable expectation of the same this year; or holding a Series 7, Series 65 or Series 82 licence in good standing. The SEC's accredited investor page states the tests and 17 CFR 230.501(a) is the rule behind them; our page on DST accredited investor rules explains how a sponsor checks.
Send the six facts
Tell us about your sale
The form covers facts one to six; use the message box for the closing date if the sale has not closed, the loan payoff and the income you need. An advisor replies to arrange the call. Based in Irvine, California. Licensed in all 50 states; we work with sellers everywhere by phone and video.
Would rather talk first? Book a consultation and bring the six facts to the call.
Why the DST list cannot be shown on a public page
DST interests are sold as private placements under Rule 506(b) of Regulation D. The SEC's page on Rule 506(b) lists the conditions: the issuer may not use general solicitation or advertising to market the securities; it may sell to an unlimited number of accredited investors and to no more than 35 non-accredited purchasers in any 90-day period, each of whom must have enough financial and business knowledge to evaluate the investment; it files a Form D notice within 15 days after the first sale; and the purchasers receive restricted securities that cannot be freely resold. A page that named current offerings to anyone who found it would be advertising, so the offerings reach you after there is a relationship, not before.
That is the reason a conversation comes first, and it is also why the first call doubles as the suitability conversation a broker-dealer is required to have. A 506(c) offering may be advertised but must verify that every purchaser is accredited; the difference is explained in Rule 506(b) versus 506(c), and what the memorandum and the Form D tell you about an offering is in reading a DST PPM and Form D.
What happens to the six facts once you send them
An advisor reads the submission and replies to set up a call. On the call the six facts become the five a proposal is built on: closing date, loan payoff, adjusted basis, the two states and the income need, with the equity figure following from the first three. The proposal then shows the cost of a taxable sale at federal and state rates, the equity and the debt to replace as two separate figures, the structures that solve them, and the offerings available now, each described by its own private placement memorandum rather than by us. What a proposal contains shows how to read it and what your CPA checks.
If you subscribe, step 3 of our process reserves equity in the chosen offering and coordinates the identification notice with your qualified intermediary, step 4 prepares the subscription documents, and step 5 moves the funds from the intermediary to the trust. How a DST interest is written on the 45-day list is in identifying a DST interest, and whether you need an intermediary at all for a DST purchase is answered in do I need a QI to exchange into a DST.
What a DST is, and the risks you take on with one
A Delaware Statutory Trust holds one or more properties with the financing, leases and management already in place; investors hold beneficial interests that the IRS treats, under Rev. Rul. 2004-86, as undivided fractional interests in the real estate, which is what makes them eligible replacement property. The trustee's powers are fixed at formation: it collects and distributes income and cannot renegotiate the loan or the lease, so what you buy is what you hold until the property is sold. The traditional DST page describes the structure and the DST library goes deeper.
The interests are illiquid, with no public market and no assured resale; distributions are not assured and can be reduced or stopped by a tenant default or a loan maturity; and the property can be sold for less than it cost, so you can lose some or all of your principal. A proposal states those risks beside every recommendation, and key DST risks lists them in full. If a DST is not the answer, a proposal can also point to a direct title security or a whole property; the DST broker page explains who is allowed to sell you a DST interest and how they are paid.
Questions about sending your details
Why is there no list of available DSTs on this page?
Because the offerings are made under Rule 506(b) of Regulation D, which does not allow general solicitation or advertising. A public web page is advertising. The offerings can be described to you once there is a conversation and the broker-dealer has established your suitability, which is what the form starts.
Do I have to be accredited to send the form?
No. Send it either way. If you are not accredited, most DST offerings will be closed to you, but an exchange into a whole property still works and our page on options for non-accredited sellers sets out the paths; an advisor will point you to it rather than leave you without an answer.
What if I do not know my adjusted basis or the exact equity?
Send what you have. The form asks for a range of equity, not a figure, and the basis comes from your depreciation schedule, which your CPA can supply after the first call. A proposal is built on the five facts the call produces, and the call can start with estimates.
Who sees what I send?
A Breakwater Exchange advisor reads every submission personally. It is used to prepare for the first call and, if you proceed, the proposal. It is not sold, and it does not put you on a mailing list; you can ask for it to be deleted at any time.
What happens if I am already inside my 45 days?
Choose that option in the first question of the form. Requests from sellers whose identification deadline is running are handled first, and a DST interest can often be identified and closed inside the remaining window because the trust already owns the property.
Six facts, one form, then a conversation
Send the sale price and closing date, the debt, the equity, the income you need, the state and your accredited status, and an advisor will take it from there.