Win-Win for SL Green

Bleichroeder opposed the deal because it felt Reckson didn't adequately shop the Long Island assets that Rechler planned to buy. Icahn and Macklowe offered to buy all of Reckson, including those tertiary assets.

One REIT buyside investor says he heard that Rechler had a hard time raising capital to buy the Long Island office assets of Reckson, so the $2.1 billion he offered wasn't necessarily the highest value for the properties, just what he could afford.

Rechler also likely wouldn't be too happy about the Icahn deal because such a sale would present him with a huge tax bill.

When Reckson went public in 1995, the Rechler family contributed the properties to the REIT, and in turn received operating partnership units, or OP units, which are convertible to Reckson common stock at any point.

Rechler will incur a taxable gain on those OP units upon the all-cash sale of the properties to Icahn. In the SL Green deal, Rechler will buy back the properties from Reckson and avoid paying some of the taxable gains.

Of course, in theory then, this explains why Icahn can pay more for Reckson, if the Long Island assets are really worth more than the $2.1 billion Rechler originally offered. And it also suggests that SL Green could pay higher than its original price for Reckson -- especially with SL Green's stock trading at a new high.

But even if SL Green loses Reckson, the stock likely remains a winner.

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