USA Can I avoid a capital gains tax on a real estate recap/restructure?

Aug 5, 2019
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United States
My company will be selling a minority equity position of a real estate asset and using the proceeds to pay off existing senior debt resulting in an unencumbered asset. Our basis in the transaction is fully depreciated and we have been told we may have to pay a huge capital gains tax on this transaction. Is there a way to structure this so we do not pay the capital gains? Something of interesting note about the transaction is that the entity purchasing into the asset, we are actually going to be the managing member of with 100% control of. Some things we have considered, but are unsure of: UPREIT structure (the entity purchasing in CANNOT be a REIT though, is this possible?), Type E Recap, Arguing this is not a "sale" (hopefully not falling into a 'disguised sale' trap)...

We are asking for critique on our suggestions and other creative suggestions that we can bring to our lawyers/accountants (before spending the $$ having them do the research). Unfortunately, I can not disclose the "why" for why we are doing the transaction this way.

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