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REITs & Real Estate Capital Markets

Contacts

Jeffrey B. Grill
Partner, Washington, DC
T: +1.202.663.9201
Andrew J. Weiner
Partner, New York
T: +1.212.858.1034
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Highly respected for work representing real estate issuers and purchasers in equity offerings, acquisitions and IPOs, Pillsbury consistently ranks as one of the top U.S. firms for REIT offerings.

Pillsbury’s REITs & Real Estate Capital Markets team comprises corporate and securities, real estate and tax lawyers who work together to offer extensive experience in REIT and other real estate investment entity formation, funding and operation. We have also counseled the National Association of Real Estate Investment Trusts (NAREIT) on REIT policy issues.

Our REITs M&A services include public and private mergers, roll-ups, and representing special committees of directors’ in REIT or adviser acquisitions. Since 2005, we have represented REITs in M&A activities with an aggregate value exceeding $16 billion. Beyond M&As, we have acted for REIT issuers and purchasers in IPOs and multiple follow-on equity and debt offerings, including “at-the-market” offerings, valued at more than $5 billion since 2010. Our lawyers counsel REITs and other public clients and their insiders on U.S. securities law matters including SEC, NYSE and Nasdaq reporting and corporate governance, dealing with financial analysts and other capital market participants, and compliance with SEC disclosure rules. We also assist regarding fair disclosure requirements, insider trading prohibitions, and “short-swing profit” restrictions and reporting obligations applicable to management transactions in company stock.

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Pillsbury’s real estate transactional practice — among the largest in the U.S. — comprises lawyers highly experienced in acquisitions and dispositions of individual properties and major multi-property portfolios in all 50 states. We have structured many of these transactions as contributions in exchange for partnership units in REIT operating partnerships. Our lawyers have also represented REIT clients and private investment funds in billions of dollars of securitized rated debt transactions, as well as complicated mezzanine loan transactions and more traditional real estate financings.

Further, clients rely on our nationally recognized Tax group’s considerable experience in devising business structures to solve a variety of REIT tax issues. We provide essential advice on all types of REIT transactions, including UpREITs, DownREITs and other pass-through entities utilized by REITs and their operations, and have advised on innovative client transactions, such as REIT conversions and the formation of the first REIT “paper clip” entity.

Representative Clients

The firm’s clients include Fortune 500 companies and emerging businesses, as well as governmental entities and nonprofit organizations. We represent the following REITs and real estate companies, among others:

  • B. F. Saul Real Estate Investment Trust
  • Boston Properties, Inc.
  • Clark Realty Capital
  • Consolidated-Tomoka Land Co.
  • Crescent Real Estate Equities
  • Federal Realty Investment Trust
  • Lincoln Property Company
  • Lowe Enterprises
  • National Retail Properties, Inc.
  • The Macerich Company
  • Mission West Properties Inc.
  • Rayonier Inc.
  • Saul Centers, Inc.
  • SBE Entertainment Group
  • Shorenstein
  • Vornado/Charles E. Smith

Representative Experience

  • Represented Mission West Properties in its $1.3 billion asset and real property sale to TPG Capital Inc.
  • Represented Consolidated-Tomoka Land Co. in its proposed conversion to a REIT.
  • Acted for Crescent Real Estate Equities Co. in the negotiation of an agreement to sell Crescent to Morgan Stanley Real Estate for $6.5 billion.

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  • Represented Alpine Income Property Trust, Inc. in its $142.5 million IPO.
  • Represented Saul Centers, Inc. in its $100 million stock offering (4,000,000 Depositary Shares, each representing 1/100th of a Share of 6.000 percent Series E Cumulative Redeemable Preferred Stock).
  • Represented National Retail Properties (formerly Commercial Net Lease Realty) in its $60 million merger with National Properties Corporation.
  • Advised and assisted Goff Capital in its formation of a joint venture with Barclays Capital to acquire Crescent Real Estate Equities from Morgan Stanley.
  • Advised Trustreet Properties in its acquisition by General Electronic Capital Solutions, General Electric’s business-to-business leasing, financing and asset management arm, for $2.7 billion in cash and assumed debt.
  • Represented CNL Restaurant Properties in its $1.4 billion merger with U.S. Restaurant Properties and 18 CNL Income Funds to create Trustreet Properties.
  • Advised and assisted a client in raising $800 million in financing for a major REIT in multiple transactions.
  • Represented an investment bank in the origination of $3.5 billion of mortgage loans provided in connection with the acquisition of retail REITs.
  • Represented an investment bank in the origination of a $1 billion bridge loan to a public REIT and the owner of warehouse properties.
  • Acted for a real estate investor in the sale of a 49 percent interest in 1211 Avenue of the Americas, New York, New York — and the formation of a private REIT to hold title to the building.
  • Represented National Retail Properties in underwritten public offerings of more than $900 million of common stock, $600 million of preferred stock, $370 million of convertible notes and $2.0 billion of senior unsecured notes since 2006.
  • Represented Federal Realty Investment Trust in the underwritten public offerings of more than $550 million of common stock and $2.6 billion of senior unsecured notes since 2016.
  • Advised NAREIT, the world’s largest association of REITs and publicly traded real estate companies, on regulation and policies affecting its public non-listed REIT members.

Practice Area Highlights

  • Pillsbury REITs lawyers have been recognized by The Legal 500 U.S. and Chambers USA.
  • Pillsbury consistently ranks as one of the top U.S. firms for REIT offerings.

Resources

Blog

Gravel2Gavel

INSOLVENCY ISSUES, REAL ESTATE & COVID-19

Pillsbury insights on insolvency-related solutions, obstacles and precedents.

Book

U.S. Capital Markets Regulations Affecting U.S. Companies -
8th Edition

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