Overview
Our REIT team drives market-leading transactions for sophisticated Real Estate Investment Trusts (REIT). We take a multidisciplinary approach, navigating public and private REITs through the complexities of real estate, corporate, securities, environmental, tax and bankruptcy issues.
We advise REITs at all stages of the business cycle, from formation to capital and real estate investments and acquisitions. Our real estate team applies commercial skills and legal prowess in the structuring and formation of equity and debt investment vehicles involving real property.
We structure, negotiate and close transactions for publicly-traded and specialty REITs investing in residential and commercial properties, including ski resorts, entertainment and retail shopping centers, mixed-use developments, historic rehabilitations, and vineyards and wineries all over the United States. In addition, our attorneys are members of the National Association of Real Estate Investment Trusts (NAREIT) and serve as frequent speakers at local, regional and national seminars.
CAPABILITIES
We represent REIT clients across the full spectrum of real estate investment issues, including:
REAL ESTATE
- Real estate acquisitions, dispositions, and foreclosures
- REIT compliant leasing (triple net, commercial and retail leasing) and mortgage loan transactions
CAPITAL FORMATION
- Public and private offerings of debt or equity, medium term note programs and bank credit facilities
- Property level financing, including structured finance properties
- Direct share purchase programs and “at the market” offerings
GENERAL CORPORATE MATTERS
- Compliance with the Securities Act of 1933, the Securities Exchange Act of 1934, state blue sky laws, and the rules and regulations of self-regulatory organizations such as the NYSE, NASDAQ and AMEX
- Corporate governance, executive compensation and corporate compliance
MERGERS & ACQUISITIONS
- Mergers and asset and stock acquisitions, as well as tender offers, roll-ups and joint venture acquisitions
ENVIRONMENTAL
- Environmental due diligence
- Compliance with regulatory requirements and developments under major federal environmental laws including the Clean Air Act, Clean Water Act, Toxic Substances Control Act, Resource Conservation and Recovery Art, Oil Pollution Act, Superfund, and other federal, state and local requirements
TAX
Structuring of UPREITs and DOWNREITs, organizational issues, REIT income tests, asset tests and distribution requirements, prohibited transaction issues, property foreclosure issues, taxable REIT subsidiaries and IRS rulings
EXPERIENCE
- National real estate counsel to EPR Properties (NYSE), formerly Entertainment Properties Trust, a specialty REIT that invests in properties in select market segments that require unique industry knowledge and offer the potential for attractive returns, including:
- Lead counsel to EPR in connection with its public offerings of more than $1.2 billion of common and preferred shares.
- Lead counsel to EPR in connection with its public offerings of $350 million of 5.75% notes, and $275 million of 5.25% notes.
- Lead counsel to EPR in connection with its 2010 Rule 144A/Reg. S private offering of $250 million of 7.750% senior notes due in 2020 and the related exchange offer.
- Worked with nearly all of EPR's theater tenants, including AMC Theaters, Loews Cineplex, Rave Motion Pictures, Muvico Theaters, Regal Entertainment, Southern Theaters, Consolidated Theaters and Kerasotes Showplace Theaters
- Represented EPR in other entertainment-related projects across the country, including ski facilities and other specialty projects, such as a water park
- Represented Two Harbors Investment Corp. (NYSE:TWO) with public offerings of more than $3 billion of common stock and the contribution of their portfolio of approximately 2,200 single family residential properties to Silver Bay Realty Trust Corp. (NYSE:SBY) in exchange for $329 million of Silver Bay’s common stock.
- Represented Simon Properties and The Woodmont Company joint venture in development of a more than 300,000-square-foot outlet mall in Chesterfield, Missouri, including forming Chesterfield's first community improvement district and negotiating extensive public incentives with the existing Chesterfield Valley Transportation Development District.
- Public finance and development counsel to a publicly traded REIT in connection with a $150 million outlet mall development.
- Provide counsel for vineyard and winery acquisitions, leasing and sales in California, Washington, Oregon and Idaho.
