Real estate investment trusts (REITs) in United States

Clifford Chance

Clifford Chance's REIT team in New York brings together a cross-section of lawyers from the real estate, capital markets, M&A, funds, governance, regulatory, finance and tax practices; it has experience in the US and international markets, with notable clients including Apollo Commercial Real Estate Finance, Colony NorthStar, ReNew REIT and Corporate Property Associates 17 - Global. REITs practice leader Jay Bernstein, US tax, pensions and employment practice tax head Richard Catalano, Jason MyersLarry Medvinsky and Clifford Cone acted for CNL Financial Group, a private investment management firm, in both the formation of an externally managed non-traded company, CNL Strategic Capital (the company), and the company's IPO; and co-head of the US capital markets practice Kathleen Werner and Catalano led advice to Corporate Property Associates 17 – Global, a publicly held non-traded REIT, on its merger with WP Carey, a large, diversified net-lease REIT. Andrew Epstein and Jake Farquharson are also highly rated; Steven Mastrovich, former managing director of three major investment banks, joined as counsel.

Goodwin's 'team has the depth and breadth to assess and address the complex issues of REIT structuring, operations and qualifications'. It advises both public and private REITs and real estate investment bankers on equity and debt offerings for existing clients, IPOs, M&A transactions and complex joint venture investments. Key clients include LaSalle Hotel Properties, Boston Properties, Brookfield Financial Properties, Gaming & Leisure Properties, Medical Properties Trust and Prologis. The practice acted for LaSalle Hotel Properties, a multi-operator REIT that owns, redevelops and repositions upscale hotels, in its merger agreement with Pebblebrook Hotel Trust; and advised Medical Properties Trust on its high-value joint venture agreement with Primonial Group. It also assisted Gaming and Leisure Properties, a REIT specializing in casino properties, with its simultaneously entering into purchase and sale agreements, and new and amended master leases. Gilbert Menna and Ettore Santucci, who divide their time between Boston and New York, co-chair the firm’s REITs and real estate M&A practice; also highly regarded are New York partner Yoel Kranz and Boston's Marc Lazar.

Hogan Lovells US LLP

Hogan Lovells US LLP's 'available and responsive team is one of the most knowledgeable practices in the market when it comes to corporate and securities works for REITs'. It is actively involved in every aspect of the REIT industry, including IPOs, M&A, capital markets, joint ventures and corporate governance. The client list includes Apple Hospitality REIT, Colony Capital, Cousins Properties, Greystar Real Estate Partners, JBG Smith Properties and Kite Realty Group Trust. The team advised Greystar Real Estate Partners, a property developer, investor and manager, on its $4.6bn acquisition of Education Realty Trust, a Memphis-based college housing REIT; and acted for the special committee of the board of directors of Phillips Edison Grocery Center REIT II in its merger with Phillips Edison & Company. Group head David Bonser is 'a business-minded, results-oriented lawyer, who sees the practical as well as the technical side of any matter'; and Prentiss Feagles, is 'the pre-eminent tax lawyer in the REIT space and incredibly skilled in structuring complex transactions'. Other key advisers include Michael McTiernan, Matt Thomson Jr and Stacey McEvoy. Named advisers are in Washington DC, unless otherwise stated; Stuart Barr and Cameron Cosby left for Fried, Frank, Harris, Shriver & Jacobson LLP.

Latham & Watkins LLP's experience includes conversions of existing corporations and partnerships into REITs; private placements and public offerings of equity, including IPOs, debt and exchangeable securities; mergers, acquisitions and liquidations; and ongoing company representation and REIT compliance issues. Active clients include Digital Realty Trust, Essex Property Trust, Hudson Pacific Properties, InvenTrust Properties, Phillips Edison, Realty Income and Redwood Trust. The team acted for Phillips Edison, a US-based owner and developer of shopping centres, on its sale of real estate assets and the third-party asset management business, to Phillips Edison Grocery Center REIT I. The global group is co-chaired by Michael Brody, Julian Kleindorfer and Ana O’Brien. Other experienced advisers are Lewis Kneib, Orange County's William Cernius, San Diego-based Craig Garner and counsel in the Orange Country and Los Angeles offices David WheelerBrent Epstein made partner. Named attorneys are in Los Angeles, unless otherwise stated.

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden, Arps, Slate, Meagher & Flom LLP advises on US national and cross-border transactions involving the purchase, sale, construction, financing, development, management and operation of commercial, industrial, retail, lodging and residential projects. Large deal highlights included acting for Brookfield Asset Management (Canada) on the acquisition of Forest City Realty Trust, a REIT that invests in office buildings, shopping centres and apartments, by a Brookfield real estate investment fund. New York-based global capital markets head David Goldschmidt is highly rated for his advice to REITs on IPOs and general corporate matters, including acquisitions. Also key to the group are Los Angeles office real estate head Meryl Chae, West Coast capital markets practice head Gregg Noel, who divides his time between Palo Alto and Los Angeles, and New York's global real estate practice Harvey Uris.

DLA Piper LLP (US) advises on REIT formation, roll-up transactions, IPOs, secondary debt and equity offerings, acquisition and financing transactions, and M&A. The client list includes Black Creek Diversified Property Fund, CNL Healthcare Properties II, KBS Growth & Income REIT, Blackstone Real Estate Income Trust and W PCarey. Recent work includes acting for WP Carey, a publicly traded, net-lease REIT, on its merger agreement with Corporate Property Associates 17 - Global, a publicly held, non-traded REIT. Raleigh office managing partner Robert Bergdolt leads the advice on non-traded, publicly offered REITs and is 'a joy to work with, knows his stuff and has a very practical real-world approach to problem solving'. Robert LeDuc, who splits his time between Minneapolis and Chicago, is co-national REIT tax chair; also key to the group is Kerry Johnson of the New York and Chicago offices, Chicago's Jesse Criz and Greg Hayes, San Diego-based Darryl Steinhause, and Christopher Stambaugh and Carrie Hartley in Raleigh.

Greenberg Traurig, LLP is highly regarded for its involvement in all aspects of a REIT’s life cycle, including IPOs, follow-on offerings, internalizations, corporate governance, M&A, dispositions and other exit strategies. The client list boasts Black Creek Industrial REIT IV, Rodin Global Property Trust and Hines Global REIT. Joseph Herz led advice to Rodin Global Property Trust, as corporate and securities counsel, on its $1.25bn continuous IPO of common shares. The names to note are co-chair of the REIT Practice Robert Ivanhoe, who is also global real estate chair, and co-global real estate chair Corey Light in Chicago, along with Bennett Deutsch, Yuta Delarck and tax experts Jennifer Weiss in Boston and Carl Riley. Former group lead Judith Fryer retired from the practice and Alice Connaughton left for Morrison & Foerster LLP's Washington DC office. Advisers mentioned are based in New York unless otherwise stated.

Morris, Manning & Martin, LLP's 'responsive and cost-effective team provides solutions'; it assists clients with accessing the capital markets, particularly through REITs, and regularly handles transactional and compliance work for REITs. The practice covers all real estate asset classes, including affordable housing, apartments and hotels, along with mixed-use, office, retail, resort, and student housing real estate. Active clients include Carter Validus, Steadfast Companies and Strategic Capital Management Holdings. In a matter involving a data center portfolio, it acted for longstanding client, Carter Validus Mission Critical REIT, in the $750m sale of 14 properties to an affiliate of Mapletree Investments and Mapletree Industrial Trust. Lauren Prevost and Seth Weiner are highly rated, Aresh Homayoun in Washington DC was promoted to partner, and Mary Katherine Rawls advises on non-traded REITs; former co-group head Heath Linsky left for Morrison & Foerster LLP. The attorneys listed are in Atlanta unless otherwise stated.

Proskauer Rose LLP advises REITs investing in the US and internationally in asset classes such as office, retail, lodging, healthcare and single-family homes as well as data centers, industrial, and self-storage facilities. American Finance Trust, American Realty Capital Healthcare Trust III and New York REIT are clients. New York-based Peter Fass and Steven Lichtenfeld co-head the real estate capital markets group; Lichtenfeld led advice to New York REIT in the approximately $1.72bn sale of a 48% stake in Manhattan's One Worldwide Plaza to SL Green Realty and RXR Realty. In the non-traded space, Fass and Michael Choate in Chicago acted for Healthcare Trust (HT) and American Realty Capital Healthcare Trust III in HT's $120m acquisition of the assets of affiliated non-traded REIT, ARCHT. Leslie Loffman retired from the practice.

Simpson Thacher & Bartlett LLP's practice covers M&A, investment and joint venture transactions, capital markets and other financings, REIT compliance, fund formation, and corporate governance. The client list includes Blackstone Real Estate Income Trust and KKR Real Estate Finance Trust; in large REIT buyouts, the team acted for global real estate investor Blackstone in the high-value acquisition, by affiliates of Blackstone Real Estate Partners VIII, of Gramercy Property Trust. Other highlights included advising JP Morgan Securities, as financial adviser to diversified net-lease REIT WP Carey, which merged with Corporate Property Associates 17 - Global, a publicly held, non-traded REIT. New York-based Brian StadlerGregory Ressa and Edgar Lewandowski are the names to note.

Sullivan & Worcester LLP's Boston-based group advises on REIT formations and conversions, debt and equity offerings, financings, real estate acquisitions, M&A, joint ventures, tax compliance, and sale-leaseback transactions. It regularly provides REIT and tax counsel for the largest public REIT in the country, American Tower Corporation; other clients include Hospitality Properties Trust, Senior Housing Properties Trust and Government Properties Income Trust (GPIT). The team advised GPIT on its merger agreement with Select Income REIT. Louis Monti leads the REIT practice group, Ameek Ashok Ponda directs the tax department, John Steiner co-directs the real estate department and Howard Berkenblit leads the capital markets group. Nicole Rives and Lindsey Getz are also experienced attorneys, David Kaplan is a key of counsel, and Avinash Rao is a highly regarded associate.

Venable LLP 'has excellent knowledge of the relevant laws, a commercial approach and is responsive'. The team stands out for its advice to publicl traded Maryland REITs on Maryland corporate law in relation to IPOs, stock and debt offerings, M&A deals and spin-offs. It also regularly assists boards and board committees of publicly traded REITs with corporate governance; Vornado Realty Trust, Alexandria Real Estate Equities and Hudson Pacific Properties are active clients. Patricia McGowan led advice, as Maryland counsel, to large-cap REIT Invitation Homes on the acquisition of Starwood Waypoint Homes; the combined company became the largest single-family rental company in the US. Sharon Kroupa is 'a superstar who is smart, commercial and experienced'; Christopher Pate is also 'a standout lawyer, who is highly responsive and knowledgeable'; and James Hanks is 'a senior partner who has helped write many of the real estate and corporate laws in place'. Carmen Fonda and Michael Schiffer are also key contacts. All named advisers are in Maryland.

Wachtell, Lipton, Rosen & Katz

Wachtell, Lipton, Rosen & Katz is focused on M&A, private equity, corporate governance, restructurings and joint ventures across the REIT sector. Recent matters include acting for the board of Forest City Realty Trust, a REIT that invests in office buildings, shopping centers and apartments, in its sale to Brookfield Asset Management; and assisting Gramercy Property Trust, a global investor and asset manager of single-tenant properties, with its $7.6bn sale to affiliates of Blackstone Real Estate Partners VIII. New York-based Robin Panovka co-chairs the firm’s real estate and REIT M&A groups; Adam Emmerich is also a key figure.

Ballard Spahr LLP

Ballard Spahr LLP advises public and private REITs on complex corporate, securities, tax, real estate, and bankruptcy law issues. HCP is a longstanding REIT client that invests primarily in real estate serving the US healthcare industry; the team recently advised HCP, as borrower, on a new $2bn unsecured revolving credit facility and a $750m at-the-market equity offering. Charles Moran and Douglas Fox, and Craig Ganz in Phoenix, are experienced advisers. Thomas Bashore II is a notable of counsel. The attorneys recommended are in Baltimore unless otherwise stated.

Fried, Frank, Harris, Shriver & Jacobson LLP

Fried, Frank, Harris, Shriver & Jacobson LLP advises some of the world’s largest REITs on high-profile transactions; the team fields lawyers with corporate, real estate, tax, M&A and private equity expertise as well as experience in restructuring and insolvency, capital markets, finance, and litigation. The team advised Seritage Growth Properties, a subsidiary of a publicly traded retail REIT, on refinancing its existing unsecured term loan facility. Lee Parks, Christopher Roman and Steven Rudgayzer in New York are key contacts in the practice group. Also of note, the DC office was strengthened by the arrivals of Stuart Barr and Cameron Cosby from Hogan Lovells US LLP.

Hunton Andrews Kurth LLP

Hunton Andrews Kurth LLP is widely respected for its advice to issuer and underwriter clients; the practice is also active in both the property and mortgage REIT sectors. The team assisted Pebblebrook Hotel Trust, a publicly traded REIT that owns upscale, full-service hotels, with its $7.6bn acquisition of LaSalle Hotel Properties. George Howell III, who divides his time between New York and Richmond, and Kendal Sibley advise on the tax aspects of REITs, and David Wright heads the real estate capital markets practice. Other key contacts are Washington DC's Robert SmithMark Wickersham and counsel James Davidson. The advisers listed are in Richmond unless otherwise stated.

King & Spalding LLP

King & Spalding LLP 'delivers incredible depth and expertise with thoughtful and practical advice'. The team advises across the full spectrum of REIT-related transactions, including public offerings, fund formation, finance deals, M&A involving public and private REITs, asset level and portfolio acquisitions, and exit strategies. Recent work includes acting for publicly traded REIT Columbia Property Trust, as borrower, in a $300m syndicated term loan facility. Spencer Johnson leads the REIT team; also key to the team are Anthony Rothermel, who splits his time between New York and Atlanta, Kathryn FurmanKeith Townsend and tax experts Jonathan Talansky in New York and Wayne Pressgrove. Peter Genz retired from the practice. The advisers listed are in Atlanta unless otherwise stated.

Kirkland & Ellis LLP

Kirkland & Ellis LLP regularly advises public REITs on their largest and most significant M&A matters; the practice also routinely assists its clients and their boards of directors on governance issues, such as shareholder activism, takeover readiness and fiduciary duty and disclosure issues. Sarkis Jebejian led advice to commercial mortgage REIT Ladder Capital on an unsolicited $1.7bn acquisition proposal from Related Fund Management. Also highly rated are David Fox, Daniel WolfMichael Brueck, Scott BergerJonathan Schechter and tax specialist Michael Beinus, who divides his time between Los Angeles and New York. The partners named, unless otherwise stated, are in New York.

Morgan, Lewis & Bockius LLP

Morgan, Lewis & Bockius LLP's REIT practice is led by over 25 lawyers from the securities, finance, tax, M&A, real estate, employee benefits, environmental and labor groups. It advised RAIT Financial Trust, a publicly traded Maryland REIT, on its defense against an activist investor campaign that was threatened by Highland Capital Management and its affiliates. Eric Stern and Justin Chairman in Philadelphia head the team.

Morrison & Foerster LLP's REIT practice is 'commercial in focus and speaks in plain English, yet has very strong technical skills'. It has a strong bench of attorneys, who are experienced in capital markets, M&A, tax, real estate, real estate financing, investment management, and corporate governance. The team assisted longstanding client MedEquities Realty Trust, a REIT that is focused on healthcare properties, with its merger agreement with Omega Healthcare Investors. David Slotkin is 'very experienced and provides excellent legal and practical business advice'; Justin Salon 'takes a holistic approach to serving clients and is very knowledgeable' and the 'excellentLauren Bellerjeau 'runs circles around M&A lawyers on the other side'. Alice Connaughton, who advises public, non-traded REITs, was hired from Greenberg Traurig LLP, while Morris, Manning & Martin, LLP's former co-group head Heath Linsky joined in Atlanta. The lawyers recommended are in Washington DC unless otherwise stated.

Paul Hastings LLP

Paul Hastings LLP advises on equity and debt securities offerings, ongoing disclosure and securities compliance matters, property acquisitions, and corporate transactions within the real estate asset management sector. Yariv Katz advised Citigroup, Bank of America Merrill Lynch, BMO Capital Markets and RBC Capital Markets, as joint book-running managers, on the follow-on public offering of common stock of Sun Communities, a REIT that operates manufactured housing and recreational vehicle communities. Michael ZupponeMichael Fitzgerald and Arturo Carrillo are other key advisers. The names listed are in New York.

Vinson & Elkins LLP's 'practice is very knowledgeable, always available and really excels at structuring and problem solving'. It covers regulatory, financial and tax matters, IPOs, offerings of equity and debt securities, restructurings, going-private transactions, and UpREIT and DownREIT partnership structures; the team has also worked on numerous M&A deals involving REITs. It advised the TPG-backed TPG RE Finance Trust on its $233m common stock IPO. The principal advisers are Richmond's Daniel LeBey, New York-based David Freed, Houston's David Oelman and Matthew Strock, and, in Washington DC, tax expert Christopher Mangin JrGregory Cope and Christopher Green.

Weil, Gotshal & Manges LLP advises REITs on M&A, joint ventures, public and private offerings, follow-on offerings, private debt and equity placements, and the public issuance of debt. The tem advised Brookfield Asset Management and Brookfield Property Partners (BPY) on BPY's $14.4bn acquisition of the approximately 66% of common stock it did not already own in General Growth Properties, a REIT that owns, develops and operates regional shopping malls. Michael BondPhillip Rosen and David Herman in New York are the names to note.