REIT Tax in the Data Center Era: Qualification, Deal Structures, and the New FIRPTA Rules for Foreign Capital

Paige Anderson, Partner | Vinson & Elkins LLP

Paige Anderson is a partner in the Tax practice of Vinson & Elkins LLP, based in Richmond and New York. Her practice centers on the federal income tax dimensions of business transactions, with a deep concentration in the real estate industry. She counsels real estate investment trusts, private equity sponsors, and investors on the formation of public and private REITs, tax planning for equity and mortgage REITs, qualified opportunity zones, capital markets transactions and IPOs, mergers and acquisitions, joint ventures, reorganizations, financings, and the tax treatment of foreign investment in U.S. real estate.

• Education & Credentials

Ms. Anderson earned her LL.M. in Tax from New York University School of Law in 2026 and her J.D. from the University of Virginia School of Law in 2013, where she was elected to the Order of the Coif and served as Executive Editor of the Virginia Law Review. She received her B.S. in Commerce, with distinction, from the University of Virginia in 2007. She is admitted to practice in Virginia and New York.

• Recognition & Leadership

Ms. Anderson is ranked nationwide by Chambers USA in REITs: Tax, recognized as Band 2 in 2026 following recognitions each year from 2021 through 2026, including designations as “Associate to Watch” and “Up and Coming.” Legal 500 U.S. has recommended her in Real Estate: REITs in 2022 and 2024 through 2026. She was selected to the Virginia Rising Stars list by Super Lawyers from 2020 through 2023, named among the “Ones to Watch” for Tax Law by The Best Lawyers in America from 2021 through 2024, recognized by Best Lawyers for Tax Law (Richmond) in 2025 and 2026, and included in the Kayo Conference Series “Top 23 in ’23: Women in REITs” in 2023.

• Professional Involvement

Ms. Anderson co-led the ABA Section of Taxation’s comment letter on Treasury and IRS proposed regulations under Sections 897 and 892 addressing foreign investment in U.S. real estate. She is President Emeritus of the Junior Board of Historic Richmond and a member of the Virginia Bar Association. Her speaking engagements include the V&E REIT Series CLE on the final carried interest regulations and moderating panels at the Kayo Women’s Real Estate Summit on opportunity zones and women in REITs.

• Experience

Ms. Anderson’s representations span the data center, industrial, multifamily, timber, and mortgage REIT sectors. She advised IFM Investors in its joint venture with DigitalBridge to acquire Switch, a global data center technology infrastructure company, in an $11 billion take-private transaction, and represented the underwriters to a major power and data center developer in its $784 million initial public offering. Her REIT M&A work includes Rayonier as special tax counsel in its $8.2 billion merger with PotlatchDeltic, Preferred Apartment Communities in its $5.8 billion acquisition by Blackstone Real Estate Income Trust, WPT Industrial REIT in its $3.1 billion sale to Blackstone, Bluerock Residential Growth REIT in its $3.6 billion acquisition by Blackstone affiliates and related spin-off, and Sunoco LP in its $7.3 billion acquisition of NuStar Energy. She has also guided CTO Realty Growth through its REIT conversion and advised on UPREIT, joint venture, and preferred equity structures across the industry.

Vinay Prabhakar, Partner | Vinson & Elkins LLP

Vinay Prabhakar is a partner in the Tax practice of Vinson & Elkins LLP in New York. He advises clients on the tax aspects of domestic and crossborder transactions, including mergers and acquisitions, financings, and capital markets transactions, with a particular focus on the infrastructure asset class. His infrastructure experience runs across midstream, power and renewables, transportation, and digital infrastructure assets.

• Education & Credentials

Mr. Prabhakar earned his J.D. from the University of Pennsylvania Law School in 2010 and his B.A., with highest distinction, from Indiana University Bloomington (Hutton Honors College) in 2006. He is admitted to practice in New York.

• Recognition & Leadership

Before joining Vinson & Elkins, Mr. Prabhakar served as Managing Director and Global Head of Tax at Global Infrastructure Partners — now part of BlackRock — from 2017 to 2025, where he was responsible for tax planning for GIP’s funds and associated entities as well as transaction tax structuring. He also previously practiced in the New York office of another prominent law firm.

• Experience

Mr. Prabhakar’s digital infrastructure work includes advising Global Infrastructure Partners, with KKR, in the $15 billion all-cash acquisition of CyrusOne, a leading global data center developer and operator; GIP, alongside ACS Group, in forming a 50-50 joint venture to develop and operate a global next-generation data center platform with an initial 1.7 GW portfolio; and GIP, with KKR, in the co-control partnership with Vodafone Group for Vantage Towers, acquiring an 89.3% stake for up to €6.6 billion. His broader infrastructure representations include GIP, with Canada Pension Plan Investment Board, in the $6.2 billion acquisition of ALLETE; a $5.9 billion joint venture for Phase 1 of NextDecade’s Rio Grande LNG project; a consortium’s $20.7 billion investment in select ADNOC gas pipeline assets; the $2.5 billion sale of GIP’s interest in Freeport LNG Development; the £1.27 billion sale of a majority stake in Edinburgh Airport to VINCI Airports; and acquisitions across the renewables sector, including wpd offshore (now Skyborn Renewables), Atlas Renewable Energy, and Eni CCUS Holding.

SESSION 1 – Structuring Data Center and Digital Infrastructure REITs: Qualification and Operation | 2:30pm – 3:30pm

Data centers are absorbing more capital than any other real estate asset class, and REITs are the dominant vehicle — but the asset sits uneasily inside Subchapter M. Power infrastructure, tenant services, and power revenue all press against the income and asset tests. This session covers how data center and digital infrastructure deals are actually structured: qualification analysis, the use of TRS, structural consideration, and mechanics of acquisitions and dispositions.

BREAK | 3:30pm – 3:40pm

SESSION 2 – Foreign Capital and FIRPTA After the 2025 Regulations: Domestically Controlled REITs, Section 892, and Inbound Structuring | 3:40pm – 4:40pm

The FIRPTA framework governing foreign investment in U.S. real estate changed twice in 2025: October proposed regulations would withdraw the domestically controlled REIT look-through rule, and December final regulations reset the Section 892 exemption for sovereign investors. This session works through the current state of play and the structures — domestically controlled REITs, sovereign fund arrangements, QFPF vehicles, and blockers and other structures — used to bring foreign capital into U.S. real estate.