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REITs

Overview

Public and private real estate investment trusts (REITs) depend on Waller for advice and counsel in real estate capital markets transactions and the acquisition, development, leasing and disposition of real estate.  

Our REIT team comprises corporate, securities, real estate and tax lawyers who work together closely to provide seamless service to our REIT clients.  We focus on the issues facing our clients and provide pragmatic advice and creative solutions that assist them in achieving their business objectives.  Accordingly, our lawyers understand the laws and regulations applicable to REITs, monitor emerging issues that affect REITs and are members of industry associations such as the National Association of Real Estate Investment Trusts (NAREIT).

We have counseled REITs, real estate funds, sponsors, contributors and other owners of real estate that operate in the healthcare, medical office building, multi-family, collegiate housing, self-storage, hospitality, shopping center, industrial and senior living sectors at all stages of their life cycles on a variety of matters, including the following:

  • Initial REIT formations;
  • Conversions, rollups and spin-offs of existing entities into REITs;
  • IPOs, follow-on offerings and private placements of debt and equity securities;
  • UPREIT and DownREIT transactions;
  • Joint ventures;
  • Mergers, acquisitions and other strategic transactions;
  • Acquisitions and dispositions of both individual parcels and entire portfolios of real estate;
  • Corporate and property-level debt financing transactions and debt restructuring;
  • Ongoing corporate and securities counseling; and
  • Corporate governance and compliance matters.

In the course of these and other engagements, we have worked closely with the regulatory agencies, investment banking firms, accounting firms and other professionals active in the real estate industry.  As a result, our team is qualified to assist REITs with responsive and cost-effective representation when conducting real estate transactions or accessing the capital markets.

Experience

Waller attorneys have assisted REITs in the following transactions:

  • Represented one of the nation’s largest self-storage REITs in connection with a merger worth $1.4 billion
  • Represented an healthcare NYSE-listed REIT in debt and equity public shelf offerings of over $700 million
  • Represented an industrial REIT in connection with a 700,000 square foot build-to-suit distribution facility development and a 50,000 square foot build-to-suit office building
  • Represented a medical office building REIT with an underwritten equity shelf offering of over $215 million
  • Counseled real estate development company on REIT formation and go-public strategy, including possibility of creating a Regulation A+ eREIT
  • Represented a publicly traded collegiate housing REIT in follow-on offerings of common stock involving aggregate proceeds of approximately $210 million
  • Represented a publicly traded self-storage REIT in follow-on offerings of common stock involving aggregate proceeds of approximately $165 million
  • Represented a publicly traded industrial REIT in follow-on offerings of common stock and senior common stock involving aggregate proceeds of approximately $65 million
  • Represented various publicly traded REITs in the implementation and administration of at-the-market offering programs involving aggregate proceeds of approximately $75 million
  • Represented affiliated shopping center REITs in connection with a two-step merger involving aggregate proceeds of approximately $195 million
    Represented a publicly traded REIT specializing in long-term, net-leased industrial properties in the purchase of build-to-suit distribution centers and warehouses in Virginia, Kentucky, Mississippi and Tennessee with an aggregate purchase price of over $75 million and the assumption of the underlying leases with investment grade tenants
  • Represented a national hospitality REIT and an affiliated company in the acquisition and financing of two water parks valued at over $50 million, using loan assumptions and state incentive financing with respect to one property and a long-term lease structure for the other
  • Counseled a publicly traded REIT in the acquisition and financing of manufactured home communities in Ohio and Tennessee  
  • Counseled a publicly traded REIT in a preferred capital investment in a joint venture for the acquisition of six senior living facilities for approximately $40 million; our REIT client received a preferred return for at least two years, plus a continuing 10% equity interest in the venture
  • Represented publicly traded REIT in the purchase of a $10.4 million term loan to a nursing home operator from a healthcare specialty lender
  • Represented a publicly traded REIT in its $160 million acquisition of 15 medical office buildings in South Carolina and North Carolina
  • Represented a publicly traded REIT in its acquisition of over $200 million in medical office buildings
  • Represented a publicly traded REIT in its $7.2 million acquisition of partnership/membership interests in joint venture entities that owned three medical office buildings in Texas and Nebraska
  • Represented a publicly traded REIT in a multi-state, sale leaseback transaction involving the $100 million acquisition of 14 assisted living facilities from affiliates of an assisted living operator
  • Represented a publicly traded REIT in the formation of a joint venture with a Midwest developer – through a $100 million investment – and the subsequent acquisition of a medical office building with options for others
  • Represented a healthcare REIT in its $166.5 million purchase and leaseback of ten skilled nursing facilities located throughout the Southeast and the assumption of related HUD-insured permanent loans and bridge loans
  • Serve as national leasing counsel for publicly traded REIT’s portfolio of medical office buildings

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