REITs
Our commitment to client service,
capital markets dominance and
M&A successes distinguishes our work in the REIT industry.
Sidley is consistently ranked by Thomson Reuters as one of the top counsels in public and private REIT securities offerings, recognizing a tradition of leadership by Sidley in the REIT area.
- From 2004 through 2008, we served as underwriter’s counsel for 146 REIT public offerings totaling $32.3 billion in proceeds; our nearest competitor participated in 74 transactions, representing nearly 50% fewer transactions during the past five years.
- During the same time period, we served as issuer’s counsel for 15 offerings totaling $4.7 billion in deal value.
- In its 2009 Corporate Scorecard survey, The American Lawyer ranked Sidley as number one underwriter’s counsel for REIT equities and as number one (tied) underwriter's counsel for REIT debt for 2008.
As REITs have matured and become more sophisticated in the securities that they issue, our lawyers provide us with a competitive advantage over other firms active in representing REITs.
Sidley lawyers have been very involved in M&A and other business combinations and reorganizations by or among REITs:
- Representing Equity Office Properties in its acquisition by Blackstone
- Representing CNL Hotels & Resorts, Inc. in its acquisition by funds managed by Morgan Stanley Real Estate
- Represented Provident Senior Living Trust in its acquisition by Ventas, Inc.
- Represented Health Care REIT, Inc. in its acquisition of Windrose Medical Properties Trust
We have actively participated in organizing, advising and financing REITs for more than 30 years and have been involved in the IPOs of dozens of REITs, both equity and mortgage/specialty finance. We have worked with REITs focusing on various property types, including retail, office, industrial, hotel, healthcare, residential, mall, outlet and student housing, giving us insight into the particular issues with regard to these asset types.
We have substantial experience in a wide variety of other REIT securities offerings, including forward equity transactions, Rule 144A initial offerings of common stock, operating partnership units, convertible preferred stock, convertible/exchangeable debt, high yield debt, remarketed/extendible debt and warrants. This work requires not only an extensive knowledge of the Securities Act of 1933 and the related rules but also a well-developed understanding of marketplace standards and practices particular to REITs.
Our tax lawyers are essential to servicing our REIT clients. We provide tax advice on structuring new REITs, qualifying as a REIT, the use of captive REITs, REIT M&A, private REITs and utilizing taxable REIT subsidiaries. Sidley’s
Tax practice group also has extensive experience in REIT conversions and business combinations and has represented REITs on a variety of matters before the Internal Revenue Service.
Our lawyers have extensive experience with equity REITs focusing on various property types, including office, hotel, resort, residential, retail, mall, outlet, healthcare, industrial and student housing properties. We have worked with many mortgage and specialty finance REITs.
We advise our REIT clients on a broad spectrum of matters apart from offerings of securities, M&A and tax, including:
- Counseling boards of directors and advising on Corporate Governance
- Commercial construction and development
- 1934 Act filings
- Environmental
- 1940 Act status
- Lending
- Real estate acquisitions and financing
- Bankruptcy, workouts and restructuring
- Real estate fund and joint venture formation
- Leasing
- Securitization
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