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For more than 35 years, lawyers in Vinson & Elkins’ Real Estate Investment Trust (REIT) practice have been helping clients achieve their business objectives. After adding five REIT industry veterans to the firm’s practice in early 2016, V&E now boasts one of the largest teams of dedicated REIT practitioners in the industry. Our lawyers regularly represent issuers, underwriters, sponsors and other real estate industry participants in connection with REIT formation and capital markets transactions, including initial public offerings, Rule 144A equity and debt offerings, and other public and private offerings of equity and debt securities. In addition, the V&E team has extensive experience advising REIT clients, special committees and other industry participants with respect to merger and acquisition transactions, joint venture formations, restructurings, spin-offs and recapitalizations, including transactions involving publicly traded REITs, public non-traded REITs, externally managed REITs, private REITs, C-corporations, and partnerships.

Chambers USA: REITs (Nationwide), 2022

Our team has experience advising clients with respect to virtually every asset type that can be owned and financed through a REIT structure, including office buildings, retail properties, industrial properties, data centers, apartment properties, single-family residential properties, hotels, storage facilities, health care facilities, senior housing facilities, infrastructure assets, student and military housing, timberland, farmland, marinas, commercial and residential mortgage loans and mortgage-backed securities and other mortgage-related assets. We are experienced in structuring transactions utilizing the UPREIT and DownREIT structures in order to maximize tax efficiency for the parties in connection with REIT formation transactions and property acquisitions.

The lawyers in our REIT practice stay apprised of industry trends and are knowledgeable about the legal requirements for complex REIT structures and transactions. Our REIT practice involves lawyers in our corporate and securities, tax and real estate practices, while offering clients access to the resources of a full-service law firm with nationally ranked capital markets, mergers and acquisitions, shareholder activism defense, executive compensation, litigation and environmental practices. In addition, our REIT lawyers work hand-in-hand with our firm’s private equity and fund formation lawyers when a private equity fund is structured as a private REIT, when a private REIT subsidiary is incorporated into a fund structure for tax planning purposes, or when a sponsor seeks to develop a private equity structure that can seamlessly transition to REIT form in connection with a future initial public offering.

Our lawyers have been involved in several innovative REIT developments including: serving as issuer’s counsel for the first Canadian trust structured to be treated as a U.S. REIT for U.S. federal income tax purposes under the inversion rules of the Internal Revenue Code; obtaining private letter rulings that gain from the sale of carbon credits by a timber REIT is qualifying REIT income and electrical transmission and distribution systems are qualifying REIT assets; structuring REITs to purchase and rent pre-owned single family residences; and serving as counsel to the financial advisor and dealer-manager in the first passive listing on the NYSE by a public non-traded REIT.

Our lawyers are active members of industry associations, such as the National Association of Real Estate Investment Trusts, and write and speak frequently on topics of interest to the REIT community.

To receive our quarterly “REIT Series” e-newsletter and other information related to Real Estate Investment Trusts going forward, please subscribe here. To view previous “REIT Series” presentations, follow this link.

Experience Highlights

  • Preferred Apartment Communities, a REIT owner and operator of Class A multifamily properties and grocery-anchored retail assets, in its $5.8 billion acquisition by Blackstone Real Estate Income Trust, Inc.

  • WPT Industrial Real Estate Investment Trust in its $3.1 billion sale to Blackstone Real Estate Income Trust, Inc.

  • Jera Asset Management and Setzer Properties in formation of a joint venture with the Australian Superannuation Pension Fund, including the roll-up of a seed portfolio of net leased transportation terminal and logistics properties

  • WPT Industrial Real Estate Investment Trust in its $370 million contribution of its U.S. distribution and logistics properties to a joint venture with the Investment Management Corporation of Ontario

  • Global Medical REIT in its $18.1 million acquisition of Inter-American Management resulting in a management internalization

  • Preferred Apartment Communities in its $179 million internalization of Preferred Apartment Advisors and NMP Advisors

  • New York Mortgage Trust in its $50 million investment in Headlands Asset Management Fund III

  • Alpine Income Property Trust, Inc. in its $143 million initial public offering of common stock

  • TPG RE Finance Trust, Inc. in its $233 million initial public offering and multiple follow-on offerings

  • Underwriters to Clipper Realty Inc. in its $88 million initial public offering of common stock

  • Global Medical REIT Inc. in its $150 million initial public offering of common stock and all of its subsequent capital markets transactions including five follow-on underwritten public offerings with an approximate transactional value of $343 million; three ATM offerings with an approximate transactional value of $250 million; and its $77 million public offering of Series A cumulative redeemable preferred stock

  • TPG RE Finance Trust, Inc., as special tax counsel, in its $932.4 million collateralized loan obligation (CLO)

  • Owens Realty Mortgage in the activism campaign by Freestone Capital

  • Underwriters to NETSTREIT Corp. in its $233 million Rule 144A offering of common stock; its $259 million initial public offering of common stock; its $204 million public offering of common stock its $250 million ATM program; its $230 million public offering of common stock and its $182 million public offering of common stock

  • Underwriters to DiamondRock Hospitality Company in its $200 million ATM program in its $110 million public offering of Series A cumulative redeemable preferred stock

  • Sandpiper Lodging Trust in its REIT formation transactions valued at $83 million; its $20 million private placement of Class A common shares; and its $75 million credit facility 

  • Underwriters to Arlington Asset Investment Corp. in its multiple securities offerings including its $48 million public offering of Class A common stock; two public offerings of Series B and Series C preferred stock with an approximate transactional value of $51 million; two ATM programs with an approximate transactional value of $215 million; and one debt offering with a transactional value of $34 million

  • Initial purchasers in the $500 million offering of senior notes by RLJ Lodging Trust

  • CTO Realty Growth, Inc. in its $75 million public offering of Series A cumulative redeemable preferred stock; its $150 million ATM program and its $66 million public offering of common stock

  • Financial advisor to American Finance Trust, Inc. in its direct listing of common stock on Nasdaq

  • Global Medical REIT Inc. in its $150 million initial public offering of common stock and all of its subsequent capital markets transactions including five follow-on underwritten public offerings with an approximate transactional value of $343 million; three ATM offerings with an approximate transactional value of $250 million; and its $77 million public offering of Series A cumulative redeemable preferred stock

  • New York Mortgage Trust, Inc. in its $173 million public offering of common stock

  • Underwriters to Healthcare Trust of America, Inc. in its multiple securities offerings including three equity offerings with an approximate transactional value of $1.8 billion; three debt offerings with an approximate transactional value of $2.6 billion; and four ATM programs with an approximate transactional value of $2.47 billion

  • Ellington Financial Inc. in its $76 million public offering of common stock; its $210 million offering of senior notes; it’s $100 million Series A and Series B fixed-rate reset cumulative redeemable preferred ATM program and its $100 million public offering of Series C fixed-rate reset cumulative redeemable preferred stock

  • WPT Industrial Real Estate Investment Trust in its $98 million private placement of trust units

  • Underwriters to CubeSmart in its $350 million investment grade offering of senior notes 

  • Underwriters to Urstadt Biddle Properties, Inc. in its $110 million public offering of Series K cumulative redeemable preferred stock

  • Sandpiper Lodging Trust in the acquisition of five operating extended stay hotels through mergers of two private investment funds managed by an affiliate of Sandpiper Lodging Trust’s sponsor into Sandpiper Lodging Trust’s operating partnership subsidiary

  • Preferred Apartment Communities, a REIT owner and operator of Class A multifamily properties and grocery-anchored retail assets, in its $5.8 billion acquisition by Blackstone Real Estate Income Trust, Inc.

  • A public real estate investment trust in its $530 million joint venture with a private holding company that develops, manages, and operates multifamily properties

  • WPT Capital in the negotiation of programmatic joint ventures for the acquisition and development of industrial assets in gateway cities throughout the US

  • Rayonier as special tax counsel in the $554 million acquisition of Pope Resources using an innovative tax-deferred UPREIT structure

  • WPT Industrial REIT in its $730 million acquisition of a portfolio of 26 U.S. distribution and logistics properties and the sale to a syndicate of underwriters, on a bought deal basis, of 14,150,000 Subscription Receipts for approximately $234 million

  • NorthStar Realty Europe Corp. as special tax counsel in its merger with Core Paneuro 2019 13 Sarl

  • Oncor Electric Delivery Company in its $2.2 billion acquisition of InfraREIT

  • The Special Committee of the Board of Directors of Owens Realty Mortgage, a specialty finance REIT, in its $200 million merger with Ready Capital Corporation, a real estate finance company

  • Sandpiper Lodging Trust, a private real estate investment trust (REIT), in its $40 million acquisition of four hotels

  • CYS Investments, an agency mortgage REIT, in its $1.475 billion merger with Two Harbors Investment Corp., a leading hybrid mortgage REIT

  • Special Committee of the Board of Directors of MVP REIT II in the acquisition of MVP REIT by MVP REIT II in a stock-for-stock merger

  • BRG Manager LLC in the internalization of Bluerock Residential Growth REIT, Inc.

  • Special Committee of the Board of Directors of Moody National REIT I in the merger of Moody National REIT I and Moody National REIT II

  • Milestone Apartments Real Estate Investment Trust in the $1.9 billion acquisition, with Starwood Capital Group, of Landmark Apartment Trust, a multifamily real estate investment trust

  • TMG Partners in the $106.5 million sale of the company, the external asset manager of Milestone Apartments Real Estate Investment Trust, resulting in the internalization of the REIT’s asset management function

  • NorthStar Realty Finance in its approximately $16 billion combination with NorthStar Asset Management Group and Colony Capital in an all-stock merger of equals

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Links & Downloads

REIT Series Presentations
www.velaw.com
Recent Notable Real Estate Transactions Closed During the Time of COVID

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