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 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.