Practices

REITs

Our attorneys advise REITs on their formation and compliance issues as well as on acquisitions, dispositions, and financings.

Our REITs Group has extensive experience in representing and advising public and private REITs as they navigate through often complex corporate, securities, tax, real estate, and bankruptcy law issues. Our multidisciplinary practice combines broad technical knowledge with in-depth practical experience, and includes real estate, business and finance, and tax attorneys. It is recognized by Chambers USA since 2010 as a leading national practice for REITs: Capital Markets and REITs: Capital Markets—Maryland counsel. The American Lawyer this year ranked it as one of the country's top REIT equity practices by number of issues.

We represent our REIT clients in all aspects of corporate and trust law, including formation and capitalization matters and equity and debt financings. We are particularly adept in corporate governance matters, including counsel on board responsibilities, potential conflicts of interest, change in control and proxy contests, and shareholder litigation and takeover defenses. Our attorneys have in-depth knowledge of Maryland law, under which a majority of all publicly traded and numerous private REITs are formed.

Our REITs Group handles issues under the federal securities laws, including both public and private securities offerings; periodic reporting and other compliance matters; mergers and acquisitions; and defense of securities class actions.

We advise REITs on federal tax matters relating to REIT formation, operation, and mergers and acquisitions, as well as on matters of partnership taxation and state and local tax. We have substantial realty transfer tax experience, and we regularly advise our clients on structuring transactions to minimize the impact of both current and anticipated realty transfer taxes in jurisdictions where the realty transfer tax can significantly affect the economics of a transaction.

With over 100 real estate and environmental attorneys, we regularly address the complex issues involved in undertaking successful real estate acquisitions and dispositions, and in addressing complex financing, construction, development, leasing, and environmental issues. Our national experience encompasses all types of commercial properties, including office (both suburban and city), "big box" retail, resort and hotel, industrial/warehouse, senior living facilities, affordable housing, and multifamily projects.

Our bankruptcy attorneys handle matters throughout the United States for numerous landlords and are well known for their command of issues of importance to landlords in general, and REITs in particular, and have unparalleled knowledge in bankruptcy and workout issues arising in retail tenant bankruptcies.

Our capabilities include:

REIT formation
REIT financings
SEC compliance
Real estate dispositions and acquisitions
Real estate leasing
Real estate joint ventures
Land use and development
UPREIT and DownREIT transactions
REIT federal and state and local tax issues
Real property tax assessment appeals
Like-kind exchanges
Bankruptcies and workouts

Experience

Our engagements as corporation or trust counsel for REITs include:

Represented a NYSE-listed healthcare REIT as corporate counsel in connection with, among other transactions, a spin-off transaction which involved the separation of the REIT into two independently publicly traded companies both initially listed on the NYSE. This transaction also included a complex internal restructuring of the REIT's subsidiaries, and for the Spinco, a $750 million senior note offering, a $1.10 billion senior secured revolving credit facility, and a $100 million unsecured credit facility. We acted as corporate counsel to the Spinco, as well as the REIT. The Spinco has since been acquired by another NYSE-listed REIT.
Represented a NYSE-listed net lease REIT as corporate counsel in connection with, among other transactions, (i) the merger of the REIT with and into public non-traded REIT with the combined company listing its shares on the NYSE under the REIT's existing ticker symbol, and related financings, loan assumptions, etc.; and (ii) the later spin-off by the REIT of the outstanding shares of a subsidiary which held substantially all of the properties leased by affiliates of the REIT to a specific tenant and certain of its affiliates and certain other assets, and the related internal reorganization and asset transfers necessary to facilitate the spin-off. Subsequent to the spin-off, the Spinco was an independently publicly traded company listed on the NYSE. The Spinco has subsequently sold its assets and liquidated.
Represented the Special Committee of the Board of Directors of a public, non-traded, externally managed REIT in connection with consideration of a broad range of strategic options over a period of at least nine months and involving a multitude of issues and considerations, including multiple director resignations, the filing and resolution of a shareholder lawsuit, debt renegotiation, charter amendments, a competitive process that resulted in the replacement of the external manager, and the negotiation of transition terms and a new advisory agreement with the new external managers, among other things.

Represented NYSE-listed REIT as corporate counsel in connection with the combination of the REIT with another NYSE-listed REIT in a reverse triangular merger in which an indirect wholly-owned subsidiary of the REIT merged with and into the target entity continuing as the surviving corporation and an indirect wholly-owned subsidiary of the REIT. The REIT invests in mortgage-backed securities and other financial assets, and the target entity is a specialty finance company that invests primarily in residential pass-through certificates for which payments are guaranteed by agencies affiliated with the federal government. The equity value of the combined company at the time of merger was approximately $5 billion.
Represented a NYSE-listed REIT, which was a Maryland real estate investment trust, as trust counsel in connection with the combination of the REIT with another NYSE-listed REIT in a 100% stock-for-stock merger of equals transaction. The combined company had a market capitalization of approximately $11 billion and owned a portfolio of approximately 82,000 single family homes.
Represented a NYSE-listed REIT as corporate counsel in connection with the acquisition by the REIT of a NASDAQ-listed REIT in a reverse triangular merger in which the target entity was merged with and into a wholly-owned subsidiary of the REIT and the stockholders of the target entity received shares of common stock of the REIT as the merger consideration, and related financings, loan assumptions, etc.
Represented a public non-traded REIT and the Special Committee of its Board of Directors as corporate counsel, in connection with the acquisition of the REIT by a NYSE-listed REIT in a reverse triangular merger in which the REIT was merged with and into a wholly-owned subsidiary of the acquiring entity and the stockholders of the REIT received a combination of shares of common stock of the acquiring entity and cash in the aggregate amount of $4 billion as the merger consideration.
Represented a NYSE REIT, in connection with its merger with another NYSE REIT in a merger of equals resulting in a combined company with a market cap of $15 billion and reported assets in excess of $42 billion, together with the related $4.5 billion (approximate) Note Exchange Offer made to the holders of outstanding debt of the surviving REIT.
Represented a NYSE REIT in its merger with another NYSE REIT which formed a combined multifamily residential property company with an equity market capitalization of approximately $11.1 billion and a total market capitalization of approximately $16.2 billion. As counsel to the REIT, we initially counseled its Board of Directors on anti-takeover matters and subsequently on its duties in the merger and all other corporate law aspects of the merger transaction.
Regularly act as counsel for Maryland corporation or real estate investment trusts and numerous other publicly traded and private Maryland REITs in connection with registered public offerings and private placement of equity and/or debt securities and other transactions. We estimated the annual value of these transactions in 2019 well exceeded $20 billion.