United States > Investment fund formation and management > Real estate investment trusts (REITs)
Index of tables
Real estate investment trusts (REITs)
Jay Bernstein -
- Michael Brody - Latham & Watkins LLP
Richard Catalano -
Peter Fass -
Proskauer Rose LLP
- Prentiss Feagles - Hogan Lovells US LLP
David Goldschmidt -
Skadden, Arps, Slate, Meagher & Flom LLP
- J Warren Gorrell - Hogan Lovells US LLP
George Howell -
Hunton & Williams LLP
Gil Menna -
Goodwin Procter LLP
- Robin Panovka - Wachtell, Lipton, Rosen & Katz
- Edward Petrosky - Sidley Austin LLP
- Jay Bernstein -
Clifford Chance is a ‘powerhouse’ in this area, particularly when it comes to REIT-related capital markets work, and it fields 13 partners and another 50 fee-earners focusing almost exclusively on REITs. It acts as issuer’s counsel to over 40 investment trusts, including WP Carey & Co and Apollo Commercial Real Estate Finance, and is also highly active on the underwriter side. Highlights in 2011 included representing Apollo Residential Mortgage in its $200m IPO and, in a reflection of its cross-border capability, representing Mexican real estate investor E Group and Fibra Uno, the first Mexican FIBRA (a Mexican structure that is similar to a US REIT), in a $250m Mexican public offering and private placement in the US. The team is often at the forefront of REIT-related market developments, as illustrated in 2011 by its representation of the initial purchasers (Raymond James & Associates; Stifel, Nicolaus & Company) in the $150m convertible cumulative preferred stock offering for Excel Trust, the first such offering by a US REIT in several years. On the underwriter side, it advised the syndicate led by Credit Suisse, Wells Fargo and Citi on publicly traded REIT Pacific Office Properties Trust’s proposed public common stock offering, seeking to raise approximately $350m to finance the acquisition of a portfolio of 12 office properties. Jay Bernstein leads the corporate finance practice and is a market leader for REIT IPOs. Larry Medvinsky, Andrew Epstein and Kathleen Werner are also recommended.
Goodwin Procter LLP’s REITs practice dates back to the industry’s inception in 1960, having played a key role in the crafting of the Real Estate Investment Trust Act of 1960, and having subsequently been instrumental in the majority of the sector’s key developments. Its attorneys provide corporate, securities, tax, real estate and M&A expertise to public exchange-listed REITs, public non-listed REITS and private REITs as well as real estate investment bankers including BlackRock Realty Advisors and Barclays Capital. In 2011, it acted for the latter as sole lead underwriter in two follow-on registered public offerings for Winthrop Realty Trust, comprising $70.4m and $61.6m offerings of common shares. It also advised AvalonBay Communities on a $752m underwritten public offering of common stock. It has been involved in several new REIT formations for Brookfield Asset Management and Beacon Capital Partners, and represented The Casden Company in connection with its joint venture with a foreign pension fund to structure private REITs focused on California apartment complexes. Co-chair Gil Menna is considered a doyen of the REIT industry, and leads the team from Boston alongside Ettore Santucci. In the same office, Mark Kirshenbaum has ‘deep expertise in tax matters relating to partnerships and REITs’. Mark Schonberger joined the New York office from Paul Hastings LLP.
Hogan Lovells US LLP’s six-partner REITs practice is ‘among the top firms operating in this space’ and provides regulatory and transactional support to clients such as Colony Capital and, on the underwriter side, Bank of America Merrill Lynch and Morgan Stanley. Capital markets work continued to dominate the workload in the early stages of 2011, although the drop off in public offerings in 2011 is expected to lead to an increase in M&A activity, an area in which the firm has a strong track record. Recent highlights include serving as underwriters’ counsel to a syndicate led by Bank of America Merrill Lynch in American Asset Trust’s $648m IPO and acting as issuer’s counsel on First Potomac Realty Trust’s $111m offering of series A preferred shares and $170m offering of common shares. J Warren Gorrell and David Bonser jointly head the team, and are based in Washington DC.
Latham & Watkins LLP’s ‘deep team’ of REIT specialists includes ‘some of the best tax lawyers in the industry’, and has been a prominent player in the REIT market for over 20 years. Its track record in market-changing deals such as the Kimco REIT conversion and IPO is illustrative of the cutting-edge expertise provided by the 28 securities, M&A, tax and regulatory partners staffing the US practice. Despite a difficult fundraising environment in the latter stages of 2011, the practice still managed to act on 31 securities offerings totaling $7.5bn, including American Assets Trust’s IPO; five Digital Realty Trust transactions; and representation of Barclays Capital as underwriter to Chatham Lodging Trust’s offering. It has also been highly active in financings and M&A, most recently acting for the lenders on The Macerich Partnership’s $250m revolving credit facility, and representing Realty Income Corporation in its $544m acquisition of 33 commercial and industrial properties owned by ECM Realty Trust. Tax expert Mike Brody and Julian Kleindorfer jointly head the practice. Robert Buday, Nathaniel Marrs and Gary Axelrod recently brought their extensive experience over from Kirkland & Ellis LLP.
Sidley Austin LLP’s REITs practice focuses on capital markets elements and is a particularly strong attraction to underwriters, thanks in no small part to its track record dating back to Kimco Realty’s watershed IPO in 1991, generally acknowledged as the first REIT IPO of the modern era. The team acts as designated underwriters’ counsel for Simon Property Group, the largest US REIT, and acted on 23 public offerings in the first eight months of 2011 with a cumulative deal value of $8.9bn. Highlights included acting as underwriters’ counsel on Simon Property Group’s $1.2bn notes offering and representing the underwriters in Equity Lifestyle Properties’ $359m offering of common stock and $198m offering of preferred shares. The team also took advantage of the proliferation in at-the-market (ATM) offerings, acting as underwriters’ counsel on Kilroy Realty’s $200m ATM offering in 2011. Global co-ordinator of the securities group J Gerard Cummins, capital markets co-head Edward Petrosky and tax specialist David Miller are recommended, as is Bartholomew Sheehan. All four are based in New York.
Skadden, Arps, Slate, Meagher & Flom LLP has a team of 80 REIT lawyers spread across its global network, providing counsel to nearly every type of REIT, including equity, mortgage, hybrid, special purpose, public and private REITs. It is a go-to practice for complex REIT-related M&A and equity offerings, and also has the ability to handle taxation, M&A, joint venture, corporate finance, securities law, ERISA and antitrust issues for its clients, which include Centro Properties Group and Apartment Investment and Management Company. The team acted on three multibillion-dollar REIT deals in 2011: Centro Properties Group’s $9.4bn sale of its portfolio of US shopping centers to Blackstone; Nationwide Health Properties’ $7.4bn acquisition by Ventas Inc; and Genesis HealthCare’s $2.4bn acquisition of the majority of its real estate assets by Health Care REIT Inc. It also has a pioneering capability in upREIT and downREIT acquisition structures, most recently representing Liberty International Holdings in its $600m joint venture with Equity One, which marked the first time a downREIT structure was used to acquire the stock of a target REIT in a public company transaction. The New York team also worked in conjunction with its London and Brussels offices on the hostile takeover of a Dutch firm that was the supermajority holder of a large US REIT. New York-based capital markets specialist David Goldschmidt is recommended. Chicago-based healthcare sector specialist Sheli Rosenberg joined in 2011.
DLA Piper LLP acts on complex REIT-related transactions and has a niche capability in the publicly listed, non-traded REIT market. 20 lawyers in its national real estate capital markets group focus on REIT-related matters, with Chicago forming the hub of the REITs group; the team handles securities registration proceedings and debt and equity offerings for both trusts and underwriters. In 2011, it acted for Dividend Capital Total Realty Trust in its $2bn best efforts public offering, which became the first established public non-traded REIT to conduct a follow-on public offering at a price based on daily estimates of issuer’s net asset value per share. It also acted as counsel to Raymond James & Associates as managing lead underwriter of the IPO by Schottenstein Realty Trust, a shopping center REIT. Roger Bergdolt heads the non-traded public REITs practice.
Hunton & Williams LLP has acted on over 100 REIT IPOs and Rule 144A offerings. It has counseled 135 REITs on over 400 capital markets transactions, and also handles underwriter-side representations for clients such as RBC Capital Markets, Wachovia Securities and Credit Suisse First Boston. Hotel and mortgage REITs are strong focus areas, but mid-market REITs constitute the practice’s core area, where it advises asset managers such as Chatham Lodging Trust, C-Bass, Equity Inns and Asset Capital Corporation. Real estate capital markets head David Wright is recommended.
Morris, Manning & Martin, LLP’s practice spans both traded and non-traded public REITs, and provides ‘day-to-day partner-driven contact, which allows for instant answers to questions and gives confidence that they come from veterans of the industry’. Seven partners devote their efforts to the REIT space and can call on a further eight corporate, tax and securities partners where necessary, to provide depth of industry knowledge that is ‘of particularly great value to start-up companies in this sector’. In 2011, it advised on over $11bn of best-efforts offerings, and serves as primary corporate counsel to clients holding some 25% of the capital raised in the non-listed REIT sector. Highlights included acting for Cole Credit Property Trust IV in its $4bn IPO and new client O’Donnell Strategic Industrial REIT in its $1.1bn public offering. Department heads Lauren Prevost and Heath Linsky are ‘very easy to communicate with, bringing complex securities law matters down to a non-attorney level’. Margaret Paradis recently joined the Washington DC office from Baker & McKenzie.
Paul Hastings LLP’s REIT capability is heavily informed by its leading real estate capital markets and securities practice, which provides in-depth industry knowledge and structuring experience to several REITs and real estate operating companies, as well as advising underwriters such as Barclays and Legg Mason. Its work spans securities offerings, securities compliance and governance, REIT M&A and joint ventures. Restructurings and reorganizations continued to dominate the practice’s workflow in 2011, with highlights including representing longstanding special finance REIT Capital Trust in a comprehensive negotiated out-of-court restructuring of its $580m legacy recourse debt obligations. Strategic acquisitions provided several highlights in 2011, including the team representing Strategic Hotels & Resorts in its acquisition of Four Seasons Jackson Hole and Four Seasons Silicon Valley from The Woodbridge Company in exchange for 15.2m shares of common stock. It also acted for Strategic Hotels & Resorts in a $50m concurrent private placement to Woodbridge of 8m shares of common stock. Michael Zuppone chairs the six-partner team.
Wachtell, Lipton, Rosen & Katz has a global reputation in REIT-related M&A, a field in which it has specialised in providing high-end expertise through its dedicated, four-partner team in New York. With REIT-related capital markets work in decline, it is anticipated that there will be a boom in M&A, and this practice is ideally placed to take advantage. Recent highlights include advising AMB Property Corporation on its $14bn merger with ProLogis, which united two of the largest US-based global owners of warehouse and distribution centers to create the world’s largest industrial REIT. It also acted for Ventas on its $7.4bn acquisition of Nationwide Health Properties, which was the culmination of a series of multibillion-dollar deals to create the leading healthcare and senior housing REIT, and one of the five largest real estate companies in the world. Robin Panovka is an expert in REIT-related M&A.
Proskauer Rose LLP has developed a particularly strong following in the non-traded REIT sector, where it is considered to be ‘head and shoulders above the rest’, thanks to its ‘client-centric approach’. The deep experience of its seven REIT partners has been instrumental in many of the industry’s key innovations, and ‘comes in handy when judgment calls are needed’. The team represented Lightstone Value Plus Real Estate Investment Trusts in two uniquely structured offerings with a substantial subordinated investment by the sponsor, a first for the sector. It also handles REIT IPOs, most recently representing Preferred Apartment Communities in its $45m offering of common stock, which was notable for being the first apartment REIT IPO in ten years. Other clients include AIG Global Investment, Jefferies & Co and UBS Securities. Peter Fass is regarded as ‘the godfather of the non-traded REIT industry’, and is ably supported by the ‘first-rate’ James Gerkis. Steven Fishman is also recommended for his ‘intelligence and depth of market understanding’.
Sullivan & Worcester LLP’s high-end REIT practice fields eight partners, but is considered ‘among the best in the business for technical REIT tax matters’, and punches above its weight in the sector, representing four of the largest public REITs with an aggregate equity market capitalization of $8.5bn. It has a broad transactional offering covering M&A, debt offerings and sale-and-leasebacks for REITs spanning all sectors including office, industrial, infrastructure, hospitality and healthcare. It is particularly well respected for its issuer’s counsel expertise, and acts for longstanding clients such as Iron Mountain Inc in equity and debt offerings. In 2011, it represented CommonWealth REIT, one of the country’s largest and most active REITs, in a combination of debt and equity offerings encompassing underwritten public offerings of $476m of common shares, $274m of preferred shares, and $250m of unsecured senior notes. It is also representing American Tower Corporation in its proposed conversion to REIT status. Boston-based Ameek Ashok Ponda leads the practice and is ‘the smartest guy in the room, very responsive, and has an encyclopedic knowledge of REIT rules’.
Venable LLP’s Baltimore-based REIT practice is considered ‘second to none for Maryland counsel’, which makes it a natural port of call for firms seeking local counsel when registering public REITs, 80% of which are formed in Maryland. This ‘responsive, competent and practical’ team ‘does an excellent job’, a reputation which saw it act as Maryland counsel to the issuer in over 50 separate common stock offerings, and more than ten preferred or debt securities offerings. These included American Asset Trust’s $564m IPO, to date the largest REIT IPO since 2009. It also acted as Maryland counsel in the Sun Healthcare Group restructuring, which separated operating assets and real estate assets into two separate publicly traded companies. Practice head James Hanks is ‘the dean of the Maryland REIT Bar’, and Sharon Kroupa is ‘responsive, smart and on top of all the details’. ‘Knowledgeable problem-solver’ Chris Pate ‘always adds value’, and Patricia McGowan provides ‘on-the-mark advice.’