The Legal 500

Clifford Chance’s ‘client-oriented service’ and ‘deep knowledge of the REIT industry that covers both the mortgage and equity side’ kept its REITs lawyers busy throughout the global financial crisis. This balanced practice fields 14 partners focusing on real estate capital markets work and its client base encompasses most major banks active in the REIT marketplace – among them Alesco, Deutsche Bank and Invesco – as well as more than 40 active issuer clients such as Kite Realty and Prospect Capital. 2010 saw the team continue to be highly active on capital markets transactions, including advising various investment banks including Bank of America Merrill Lynch, Deutsche Bank, Morgan Stanley, Goldman Sachs and UBS on multiple issuances of common stock by Hersha. In a reflection of the market’s interest in sector-specific vehicles, it also advised Carey Watermark Investors on its $1bn IPO. Although re-equitization was the dominant trend in 2009 and into 2010, the team was also engaged in a number of IPOs, including advising the underwriters – Credit Suisse, Wells Fargo Securities and Citigroup – on Pacific Office Properties Trust’s IPO. REIT capital markets expert Jay Bernstein chairs the corporate finance practice, and is ably assisted by Larry Medvinsky, Kathleen Werner and Andrew Epstein. Jason Myers was promoted to counsel.

The roots of Goodwin Procter LLP’s REITs practice stretch to the industry’s inception in the 1960s, and it has developed a reputation as a ‘trailblazing practice that is one of the industry leaders’. It played a key role in drafting the Real Estate Investment Trust Act 1960, and has been an instrumental figure in almost every key development since then, including assisting on the creation of the first public UPREIT structure. Gil Menna and Ettore Santucci jointly head the practice, which continues to attract representations from key clients such as AvalonBay Communities and Boston Properties. It acted for the former, a NYSE-listed public apartment REIT, in connection with its ATM-agented continuous offering programs for common stock, and advised the latter on its $700m senior notes offering due 2020. It also advised Bank of America Merrill Lynch and Barclays Bank as underwriters on the proposed IPO of DLC Realty Trust, a retail operating company based in New York. Mark Kirshenbaum and Karen Turk provide ‘focused tax advice’, while real estate capital markets expert Dan Adams assists the practice’s REITs clients on their capital markets needs.

Hogan Lovells US LLP’s REITs practice fields 15 corporate and tax partners, giving it the depth of expertise to attract clients such as Chesapeake Lodging Trust and Barclays Capital, and offering breadth of coverage across regulatory and transactional matters. The practice remained busy with IPOs, advising as underwriter or corporate counsel on 19 different IPOs. Highlights included advising Bank of America Merrill Lynch, Barclays Capital, Morgan Stanley and Wells Fargo Securities as underwriters on Hudson Pacific Properties’ $250m IPO, notable as one of the first office REIT IPOs in several years. The group also represented Morgan Stanley and JPMorgan on Piedmont Office Realty Trusts $200m IPO, which was one of the first transitions of a non-traded REIT to publicly traded status, and advised Chesapeake Lodging Trust on its $152m IPO and $25.5m Reg D private placement. ‘Star partner’ J Warren Gorrell and REIT M&A expert David Bonser head the practice, which offers formidable tax prowess through Prentiss Feagles.

Latham & Watkins LLP dominates the REIT industry on the West Coast, and its reputation extends to make it a key player nationally. In 2010, the group completed 37 securities offerings, four of which were initial public offerings for Chatham Lodging Trust, CoreSite Realty Corporation, Excel Trust and Hudson Pacific Properties. It also advised the underwriters on Apollo Commercial Real Estate’s formation and IPO. REIT M&A and commercial transactions are core strengths for the team, and it has put its skills to use in the current environment of consolidation. It acted as tax counsel to Extra Space Storage on a real estate joint venture, and advised PS Business Parks on selling an industrial complex in Texas. The practice is jointly headed by Michael Brody and Julian Kleindorfer, the former bringing ‘valued tax structuring expertise’ to transactions, while David Meckler in Orange County provides finance expertise.

Sidley Austin LLP is a ‘top-tier firm with exceptional service and a very deep bench of professionals with strong industry expertise’. Its traditional strengths in capital markets work makes it a natural choice for underwriter representations and, while the year was relatively fallow compared with 2009’s re-equitization boom, in 2010 the practice acted on 21 equity offerings collectively worth $4.7bn and 12 debt offerings totaling $6.1bn; it also worked on nine ATM offerings totaling $1bn. Viewed as ‘a go-to choice for any real estate or REIT work’, the practice’s recent highlights include acting as underwriters’ counsel on Campus Crest Communities’ $354m IPO, as well as on a $350m offering of common stock by Developers Diversified Realty Corporation. REIT M&A is another area of focus, and in 2010 the practice advised Brookfield Asset Management on the formation of a co-investment vehicle to invest $2.6bn into General Growth Properties. Edward Petrosky, global coordinator of the securities group, and Bartholomew Sheehan, co-head of the capital markets practice, ‘understand REIT and real estate issues better than anyone out there’.

Skadden, Arps, Slate, Meagher & Flom LLP is a ‘REIT industry powerhouse’, staffed by 80 lawyers across ten offices in five countries. This interdisciplinary practice is well placed to take advantage of emerging trends in the market and has been heavily involved in the equity offerings that dominated the REIT industry in 2009 and 2010, including advising the underwriters on a preferred stock offering by Public Storage, the largest self-storage REIT. Other highlights included acting as counsel to the underwriters on a $1.2bn offering of common stock by The Macerich Company, the largest follow-on offering by a REIT to date. The group also advised Starwood Property Trust on its $932m IPO, which was notable as the largest mortgage REIT IPO at the time. In addition to equity capital markets transactions, the group is a regular fixture on debt capital markets, bankruptcy and restructuring, and M&A transactions. In 2010 it advised Centro Properties Group on the approximately $4bn debt restructuring of REITs owned by the client. The firm’s regulatory capability has been in high demand, and it was instrumental in advising the National Association of Real Estate Investment Trusts and Westfield on the impact of legislation governing the tax treatments of foreign investments in US REITs. New York-based David Goldschmidt brings ‘considerable capital markets expertise to a transaction’, while Meryl Chae and tax specialist Michael Beinus in Los Angeles are also recommended.

DLA Piper LLP’s strength in real estate carries through to its REIT offering, which has a strong transactional focus and expertise that covers both the publicly traded and non-traded REIT markets. The practice is centered on Chicago and New York, but can also call across the firm’s national network where extra resources are required. Recent highlights include advising Wells Core Office Income REIT, a non-traded real estate investment trust, on a $5.7bn offering of common stock. It also advised the underwriters to Mid-American Apartment Communities, a real estate investment trust that focuses on acquiring, owning and operating apartment communities in the Sunbelt region of the US. The group represented longtime client Equity Residential on the acquisition of three luxury apartment buildings in Manhattan for a total of $475m with the assistance of the New York real estate group. On the debt side, it advised Banc of America Securities, JPMorgan Securities and Wells Fargo Securities as joint book-running managers in Equity One’s offering of $250m senior unsecured notes due 2014. Raleigh-based Robert Bergdolt provides valuable expertise in non-traded, publicly offered REITs.

Alston & Bird LLP represents public and private REITs on debt and equity capital markets transactions, but clients most praise the practice for its core focus on non-traded REITs. The 16-partner practice – spread across offices in Atlanta, New York, Washington DC and Dallas – provides transactional advice to REIT clients including Green Realty Trust and Duke Realty, as well as underwriters Wachovia and Morgan Stanley. The practice has advised on over $30bn of best-efforts offerings for non-listed REIT issuers since 2005. Rosemarie Thurston heads the REITs practice and is supported by banking practice head Mark Kanaly, both of whom are based in Atlanta.

Hunton & Williams LLP’s ‘small but effective’ practice historically has handled more than 100 IPOs and Rule 144A offerings and over 400 capital markets transactions involving some 135 REITs. It acts for underwriters and issuers, and has developed a particular strength in hotel and mortgage REITs, having led the charge in the lodging industry’s use of the REIT structure. Representative issuer-side representations include advising Commercial Mortgage Investment Trust on its $45m private placement of common and preferred stock. The practice advises on a high volume of transactions for mid-market players including Asset Capital Corporation, C-Bass, Equity Inns and Chatham Lodging Trust. Underwriter clients include leading investment banks such as RBC Capital Markets, Wachovia Securities and Credit Suisse First Boston. David Wright heads the real estate capital markets practice and is ably supported by tax and ERISA practice head George Howell.

Morris, Manning & Martin, LLP’s 25-lawyer team has a core strength in non-traded REITs but also advises clients on capital markets matters. Since 2007 the team has advised on capital markets deals totaling $13bn, with their investment and development work encompassing a broad array of asset classes including the affordable housing, apartments, brownfield and hospitality sectors. Highlights in 2010 included advising Carter Validus Mission Critical REIT on its $1.75bn IPO and advising Cole Corporate Income Trust on its $3bn IPO. Atlanta-based Lauren Prevost and Heath Linsky head the 17-partner team. The group recently recruited respected Georgia real estate expert Homer Lee Walker from Alston & Bird LLP, counsel Brad Lennox from DLA Piper LLP and Jason Cordon from Paul, Hastings, Janofsky & Walker LLP.

Paul, Hastings, Janofsky & Walker LLP’s internationally renowned real estate, securities and capital markets capabilities all feed into its US REITs team, which clients rate for its ‘impressive, diligent approach’. Six partners focus on public and private offerings for its clients, serving as outside counsel to several REITs and real estate operating companies, as well as advising underwriters such as Barclays, Legg Mason and Prudential on IPO and follow-on offerings for public REITs. With REITs restructuring and consolidating their portfolios in 2010, the team advised Strategic Hotels & Resorts on two de-leveraging transactions involving a $333m marketed follow-on offering and a concurrent cash tender offer for all $180m of its outstanding 3.5% exchangeable senior notes due 2011. It also advised Centerline Holding Company on its restructuring, which involved the recapitalization of the outstanding equity interests in the company, the restructuring of almost all of its existing senior secured debt obligations and contingent and unsecured liabilities, and the sale of its real estate debt fund obligations. On the underwriter side, the group advised Barclays Capital on Winthrop Realty Trust’s $76m follow-on public offering. Real estate capital markets experts Michael Zuppone and Mark Schonberger are recommended.

Sullivan & Worcester LLP’s ten-partner REITs practice may be smaller than some of the heavyweight practices it competes with, but it carries a significant profile on the back of its ‘excellent legal knowledge’. The practice represents four of the largest public REITs – with an aggregate market capitalization of $8.5bn – on a nearly exclusive basis, on matters spanning the office, industrial, infrastructure, hospitality, senior living, healthcare and timber sectors. The group’s core focus is transactional, including M&A, financings, debt offerings and sale-and-leaseback transactions. In 2010, it advised CommonWealth REIT on the $565m sale of 48 medical office, clinic and biotech laboratory buildings, and the disposal of 15 government-leased properties for $231m. The team also acted for Senior Housing Properties Trust on the $200m sale of senior unsecured notes. Boston-based Ameek Ashok Ponda heads the practice.

Venable LLP is considered ‘the best local Maryland counsel on REIT matters’. With more than 80% of all US publicly traded REITs formed in Maryland, the Baltimore-based practice is perfectly placed to take advantage of this, acting as local counsel on over half of Maryland REITs and frequently being called on as counsel for matters of Maryland corporate law. It has advised on IPO transactions for Hudson Pacific Properties and Chatham Realty, and follow-on offerings for Digital Realty Trust and Equity One. Recent highlights include representing a special committee of the board of directors of a Maryland REIT on its acquisition by a private equity company, and acting as Maryland counsel on the re-incorporation of a Texas REIT to Maryland and its follow-on merger. It combines this transactional capability with expertise in regulatory and non-traded REIT matters. The six-partner team provides ‘knowledgeable, prompt service’, with team head Sharon Kroupa ‘knowing almost all answers to questions without the need for extensive research’. James Hanks is considered by many to be ‘the leading practitioner in Maryland, who brings extraordinary experience to the boardroom and presents his advice in a commercially savvy manner’. Patricia McGowan is ‘good on transactional matters’.

Wachtell, Lipton, Rosen & Katz is a ‘go-to firm for REIT-related M&A’; indeed it eschews IPOs and securities filings to provide focused transactional, restructuring and recapitalization advice, as well as some fund formation work. Its narrower ambit places it in stark contrast to all the other ranked firms, which cast a much wider net of REIT services, giving it the distinctive edge it requires to dominate in its chosen disciplines. Restructuring and recapitalization of distressed entities defined the practice’s workflow in 2010, including advising Ventas on its $3.1bn acquisition of Atria’s senior housing portfolio and on its $2bn acquisition of Sunrise Senior Living REIT. The team also advised Morgan Stanley in connection with the embattled Revel casino project in Atlantic City and on its collaboration with Onex for the $1.25bn acquisition of Town & Country Trust. Other highlights included advising clients such as Apollo Real Estate Advisors, UBS PaineWebber and Lazard on real estate opportunity funds. Robin Panovka is an M&A expert, while David Einhorn delivers ‘efficient, incisive tax advice’.