REITs

First established more than 60 years ago, real estate investment trusts, or REITs, have become increasingly popular—and increasingly complicated—in recent years. They now span almost every asset class—from office to industrial, from multifamily to medical, from timber to hospitality—and touch almost every industry, whether it’s fintech or cannabis. They often outperform not only the conventional real estate market but also the S&P 500. 

That’s why you and other asset managers, issuers, underwriters, and financial institutions expect high performance. You’re looking to form new investment funds to access diverse sources of capital. Successful management of your REITs requires the ability to seamlessly resolve any issues that might arise, no matter how complex, whether tied to securities, corporate governance, tax, IP, or ERISA—areas where Alston & Bird excels. And it requires the ability to move among the three key types of REIT offerings: private REITs; public, non-listed REITs (including NAV REITs); and public REITs listed on a securities exchange.

When you want to raise capital, reach out to Alston & Bird. Our innovative, interdisciplinary approach means that we respond quickly to your needs. We have used a combination of equity and debt offerings, asset securitizations, and lending transactions to help our clients bring in more than $100 billion in capital in just the past five years. When clients have looked to acquire additional properties without cash and to provide tax deferral to the sellers of the properties, we’ve used UPREITs and DownREITs to give them the ability to use partnership units. 

When you deal with issues tied to state or federal securities, governance, or taxes or need to tap our expertise in employee benefits or executive compensation, we draw on our firmwide team of attorneys to solve your problems. We facilitate joint ventures with institutional investors and, where appropriate, create sidecar and co-investment vehicles, feeder funds, and parallel funds. And this range of both services and instruments applies to U.S. and non-U.S. investors in, for example, the formation of commingled closed and open-ended funds investing both within and outside the United States.

The challenges—and the opportunities—REITs present are numerous. At Alston & Bird, we’ve shown our REITs leadership by meeting these challenges and helping our clients take advantage of varied opportunities, including creative intervention with agencies such as the SEC and IRS or organizations such as FINRA. We have produced a rare reverse merger and a private firm’s friendly takeover of an NYSE-listed company. And we have demonstrated our ability to help you prepare for a stock exchange listing and achieve a higher value after closing.

All evidence shows that REITs will continue to grow in both number and complexity. Our long experience, diverse solutions, collaborative approach, and long-term view position us to help you grow along with the industry and tackle any issues that may arise. 

Experience

Please follow the links provided for our representative experience in real estate securities transactions advised by our lawyers are below (some matters were handled at prior firms).

Underwritten Public Offerings

• Represented Invesco Mortgage Capital Inc. in a $171 million follow-on public offering.
• Represented Duke Realty in connection with an omnibus automatic shelf registration statement that was unlimited in amount. Using the omnibus shelf registration statement, we represented Duke Realty in connection with debt and equity offerings, both public and private, and including an exchangeable note offering, totaling more than $1.2 billion. We also represented Duke Realty in connection with a controlled equity offering of up to $150 million.
• Represented Duke Realty in a $500 million universal shelf registration. In addition, we represented Duke Realty in seven debt and preferred equity offerings totaling more than $1 billion, including public offerings of $250 million of unsecured notes, $125 million of unsecured notes and $150 million of preferred stock.
• Represented Education Realty Trust, Inc. in its initial public offering underwritten by JP Morgan and UBS Securities.
• Represented Eagle Hospitality Properties Trust, Inc. in its $164 million initial public offering.
• Acted as counsel to Friedman Billings Ramsey, Legg Mason Wood Walker, Incorporated and Credit Lyonnais Securities (USA) Inc. in their role as lead underwriters of a $218 million initial public offering of common stock by Ashford Hospitality Trust, Inc.
• Acted as counsel to Friedman Billings Ramsey, Wachovia Securities and RBC Capital Markets in their role as lead underwriters of a $242 million initial public offering of common stock by Capital Lease Funding, Inc.
• Represented HomeBanc Corp. in its corporate restructuring, REIT formation, and $300 million initial public offering, the second largest mortgage REIT offering.
• Acted as counsel to Raymond James, Friedman Billings Ramsey, KeyBanc Capital Markets, Legg Mason Wood Walker, Incorporated and RBC Capital Markets in their role as lead underwriters of a $466 million initial public offering of common stock by BioMed Realty Trust, Inc.
• Acted as counsel to underwriters in three debt and equity offerings by Equity One, including as counsel to Credit Suisse First Boston, Deutsche Bank Securities and JPMorgan in their lead underwriting of a $200 million unsecured notes offering.
• Represented Highwoods Properties in universal shelf registrations totaling more than $2 billion and in public take-downs of $125 million of mandatory par put remarketed securities, $486 million of common stock, $173 million of preferred stock, $500 million principal amount of debt securities and $100 million of depositary shares.
• Acted as counsel to A.G. Edwards & Sons, Inc., Wachovia Securities and other underwriters in their underwriting of a $145 million preferred stock offering and as counsel to Wachovia Securities, Banc of America Securities LLC and Legg Mason Wood Walker, Incorporated in their underwriting of a $26 million common stock offering by Innkeepers USA Trust.
• Represented HomeBanc Corp. in an $86.5 million public common stock offering.
• Acted as counsel to underwriters in four LaSalle common and preferred offerings, including as counsel to UBS Investment Bank in its underwriting of a $60 million common stock offering.
• Acted as counsel to Wachovia Securities and Friedman Billings Ramsey in their role as lead underwriters of a $57.5 million preferred stock offering by Ashford Hospitality Trust.

Best Efforts Public Offerings

• Represented Clarion Partners Property Trust Inc. in its initial public offering to raise up to $2.25 billion.
• Represented RREEF America Property Income Trust, Inc. in its initial public offering to raise up to $2.5 billion.
• Represented Wells Real Estate Investment Trust II, Inc. in its initial public offering to raise up to $7.7 billion.
• Represented NorthEnd Income Property Trust, Inc., an affiliate of Merrill Lynch & Co., Inc., in its initial public offering to raise up to $2.25 billion.
• Represented Wells Total Return REIT, Inc. in its initial public offering to raise up to $2.25 billion.
• Represented Healthcare Trust of America, Inc. in its follow-on public offering to raise up to $2.2 billion.
• Represented Healthcare Trust of America, Inc. in its initial public offering to raise up to $2.2 billion.
• Represented Independence Realty Trust, Inc. in its initial public offering to raise up to $1.095 billion.
• Represented Independence Mortgage Trust, Inc. in its initial public offering to raise up to $1.6 billion.
• Represented Steadfast Secure Income REIT, Inc. in its initial public offering to raise $1.65 billion.
• Represented NorthStar Real Estate Income Trust, Inc. in its initial public offering to raise up to $1.1 billion.
• Represented NorthStar Senior Care, Inc. in its initial public offering to raise $1.1 billion.
• Represented O’Donnell Strategic Gateway REIT, Inc. in its initial public offering to raise $1.1 billion.
• Represented Moody National REIT I, Inc. in its initial public offering to raise up to $1.1 billion.
• Represented TNP Strategic Retail Trust, Inc. in its initial public offering to raise up to $1.1 billion.
• Represented Grubb & Ellis Apartment REIT, Inc. in its initial public offering to raise up to $1.0475 billion.
• Represented Paladin Realty Income Properties, Inc. in its follow-on public offering to raise up to $850 million.
• Represented Wells Timberland REIT, Inc. in its follow-on public offering to raise up to $2.2 billion.
• Represented Wells Timberland REIT, Inc. in its initial public offering to raise up to $845 million.
• Represented Behringer Harvard REIT I, Inc. in its follow-on public offering to raise up to $952 million.
• Represented Behringer Harvard REIT I, Inc. in its initial public offering to raise up to $880 million.
• Represented REITPlus, Inc. in its initial public offering to raise up to $500 million.
• Represented Cole Credit Property Trust II, Inc., in its initial public offering to raise up to $495 million.
• Represented Behringer Harvard Opportunity REIT I, Inc. in its initial public offering to raise up to $480 million.
• Represented Behringer Harvard Mid-Term Value Enhancement Fund I, L.P. in its initial public offering to raise up to $440 million.
• Represented several Wells Real Estate Funds in their initial public offerings totaling $210 million.
• Represented Behringer Harvard Short-Term Opportunity Fund I, L.P. in its initial public offering to raise up to $110 million.
• Represented Hartman Commercial Properties REIT in its initial public offering to raise up to $110 million.

Private Fund Offerings

• Represented fund formed to invest throughout Europe that includes investors from North America, Europe, Asia and the Middle East and associated feeder and parallel vehicles.
• Represented institutional hospitality fund formed to invest throughout North America with the principal investors being public and private university endowments and public and private pension plans.
• Represented institutional fund formed to originate senior and mezzanine loans.
• Represented fund with primarily high net worth investors formed to acquire CMBS and distressed debt.
• Represented sponsor of fund formed to make multifamily platform investments throughout the United States.
• Represented sponsor of sidecar investment fund formed to make co-investments in multifamily and hospitality properties with institutional investors.
• Represented multifamily fund formed for distribution to high net worth individuals and through the registered investment adviser channel.
• Represented investor in connection with creation of an offshore blocker vehicle to invest in a fund investing in the United States.
• Represented existing fund in connection with creation of feeder vehicles to accommodate European and Asian investors.
• Represented debt and development funds sponsored by union and labor advisor for investment by labor and trade unions.
• Represented large multi-national insurance company in connection with the structuring and formation of funds in Japan, Mexico, Latin America, Europe, India and Asia.
  Public Debt Offerings
• Represented Duke Realty in the public offering of $250 million in 6.75 percent senior notes due in 2020.
• Represented Duke Realty in the public offering of $325 million in 6.25 percent senior notes due in 2013.
• Represented Duke Realty in the public offering of $300 million in 6.5 percent senior notes due in 2018.
• Represented Duke Realty in the public offering $575 million in 3.75 percent exchangeable senior notes due in 2011.
• Represented Duke Realty in the public offering of $250 million in 5.625 percent senior notes due in 2011 and $450 million in 5.95 percent senior notes due in 2017.
• Represented Duke Realty in the public offering of $150 million in 5.5 percent senior notes due in 2016.
• Represented HomeBanc Corp. in the offering of $50 million in trust preferred securities.
• Represented Duke Realty in the public offering of $125 million in 3.35 percent senior notes due in 2008.
• Represented IRT Property Co. in the public offering of $50 million in 7.77 percent senior notes due in 2006.
• Represented IRT Property Co. in the public offering of $25 million in 7.84 percent medium term notes due in 2012.
• Represented Highwoods Properties, Inc. and Equity One, Inc. in their public debt offerings.

REIT Formation Transactions

• Formed $2 billion private REIT for a Fortune 50 company’s corporate real estate located in 24 states.
• Formed $1.7 billion private REIT for a Fortune 50 company’s corporate real estate (137 properties in 45 states).
• Served as special counsel to the board of directors in the conversion of Cousins Properties, Inc. to REIT status.
• Represented a number of companies in connection with the formation of private REITs, two-tier REITs and other real estate investment entities. Registered several major banking organizations in connection with the use of private REITs to raise significant amounts of regulatory capital.

Mergers, Acquisitions and Joint Ventures

• Represented Duke Realty Corporation in its $26 billion acquisition by Prologis. This was the largest REIT privatization transaction of 2022.
• Represented Cogdell Spencer Inc. in its $760 million merger with Ventas, Inc.
• Represented Dutch Institutional Holding Company in its $1.3 billion merger with Cornerstone Properties Inc.
• Represented NNN Realty Advisors, Inc. in connection with its publicly registered stock-for-stock merger with Grubb & Ellis Company (NYSE: GBE).
• Represented Highwoods Properties in its $540 million acquisition of J.C. Nichols Company.
• Represented IRT Property in its $730 million merger with Equity One.
• Represented Wells Real Estate Investment Trust, Inc. in its $350 million acquisition of a private REIT.
• Represented Bob Hughes & Associates in its more than $200 million portfolio sale to Weingarten Realty Investors.
• Represented Konover Property Trust in its $200 million acquisition by Kimco Realty and Prometheus.
• Represented Wachovia Securities, the financial advisor to Apple Hospitality Five, Inc., in connection with the $709 million acquisition of Apple Hospitality Five, Inc. by Inland American Real Estate Trust, Inc.
• Represented NorthStar Real Estate Income Trust, Inc. in the $35 million merger of NorthStar Income Opportunity REIT I, Inc. with and into it.
• Represented RAIT Financial Trust in its acquisition of Empire American Realty Trust, Inc., a public, non-traded REIT offering $1.095 billion in shares of common stock.
• Represented a leading insurance company in a $283 million “acquisition” of nine properties in five states from a publicly traded REIT structured as a “mixing bowl” joint venture to avoid income tax and violation of REIT disposition rules by the “seller.”
• Represented a not-for-profit corporation that entered into a development agreement with major REIT for $270 million redevelopment of hospital and joint venture with the REIT for development and ownership of 300,000 sq. ft. medical office building and air rights above new hospital, including development agreement, management agreement and leasing agreement between the REIT and joint venture.
• Representing Lend Lease U.S. Office Inc. in a joint venture with a German investment fund to acquire an office building in Florida.
• Represented a large hotel chain in the sale of 13 properties for $450 million to a public REIT.
• Structured and closed an investment fund’s acquisition of substantially all of the assets of a publicly traded, financially distressed REIT.

Securitizations

• Pass-throughs, REMICO, RMB home equity, asset-backed conduct financings.
• Single property commercial mortgage-backed.
• CDOs, CMBS and RMBS offerings.
• Shelf and rent-a-shelf offerings, as well as private placements.
• Structured a REIT trust preferred CDO program.

Borrowing Transactions

• Represented Paramount Group Real Estate Fund III in its $600 million omnibus credit facility.
• Represented Wells Real Estate Investment Trust, Inc. in its $500 million unsecured line of credit.
• Represented Wells Real Estate Investment Trust II, Inc. in its $175 million bridge financing and $430 million revolving line of credit.
• Represented Wells Real Estate Investment Trust, Inc. in its over $500 million of mortgage loans.
• Represented Wells Real Estate Funds in its unsecured $15 million line of credit.