Real Estate Investment Trusts

We help clients manage

• Equity and debt securities offerings
• Public non-traded REITs
• Board and special committee representation
• Tax matters and compliance
• Mergers and acquisitions
• Joint ventures and other strategic investments
• Corporate governance
• Executive compensation

We also understand the coordination requirements and timing constraints in public or private REIT equity or debt offerings, and we bring the necessary resources to bear in completing the transaction in a cost-efficient manner.

Experienced team

We have significant experience representing publicly traded REITs, public non-traded REITs, and private REITs.

• REIT team members have working relationships with key industry regulators at the SEC, FINRA, and the various states spanning over 25 years
• REIT team includes members of the Firm’s corporate, securities, tax, ERISA, and real estate practice areas
• Integrated client service teams to provide clients with a single point of contact

Our clients span industry sectors and include REITs, sponsors, and underwriters

• Publicly traded REITs
• Public non-traded REITs
• Private REITs
• Investment banks
• Issuers and underwriters in initial public offerings and subsequent offerings of equity securities
• REIT clients our attorneys have represented include clients in the following business sectors: mortgage, self storage, office, industrial, health care, retail, and multi-family

Navigate regulatory requirements, meet business objectives

We use a practical business mindset and an interdisciplinary team to assist clients in achieving their objectives. Our team helps companies comply with often complex regulatory requirements while maintaining a focus on meeting our clients’ goals.

Our REIT team helps you 

• Conduct equity and debt securities offerings – including representing clients as primary company counsel or underwriter’s counsel for initial and follow-on private and public offerings of common and preferred stock
• Manage legal compliance issues related to public non-traded REITs – including experience representing non-traded REITs in connection with public offerings in excess of $15 billion, internalization of the advisor in anticipation of listing, regularly working with publicly traded REITs, institutional investment managers, and traditional real estate sponsors seeking to form a non-traded REIT or otherwise access the non-traded REIT distribution channel
• Merge or acquire another company – including helping to successfully structure, negotiate, and consummate these transactions. We also regularly counsel our publicly traded companies on anti-takeover measures and the considerations of strategic alternatives
• Engage in a joint venture or other strategic investment – including counseling on the structure, formation, and operation of joint ventures with private capital. We have worked together with clients’ tax groups and independent registered public accounting firms to structure joint ventures to comply with the provisions of FIN 46
• Comply with tax requirements – our tax lawyers advise on a variety of federal, state, and local tax matters, including initial formation, REIT qualification, UPREIT transactions, roll-up transactions, mergers and acquisitions, like-kind exchanges, joint ventures, distribution reinvestment plans, and share redemption programs
• Structure investment strategies  that conform to the REIT qualification requirements, including resolving issues regarding operating partnership structures; prohibited transactions; qualification of rents and other income under the relevant income tests; foreclosures and distressed property acquisitions; related party transactions; sale-leaseback transactions; and taxable REIT subsidiaries and their related operations, dividends, and record-keeping

Following is a selected sampling of matters and is provided for informational purposes only. Past success does not indicate the likelihood of success in any future matter.

• Public offerings of six public non-traded self storage REITs with registered offerings in excess of $4 billion
• Public offerings of two office and industrial REITs with registered offerings in excess of $3 billion
• Merger of a non-traded self storage REIT with a publicly traded self storage REIT in a transaction with an enterprise value of $1.4 billion
• Concurrent private and public offering in reliance upon SEC guidance on integration
• Merger of two private REITs into a public non-traded REIT
• Self-administration and investment management transaction in which a sponsor contributed substantially all of its operating assets to a non-traded REIT in advance of a liquidity event
• Contribution of two properties to an UPREIT as part of the formation transactions by affiliates of the sponsor