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.