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Sidley has a top-tier REIT practice that has been active in REIT transactions for over 40 years. Our experienced, industry-focused professionals lead our full service REIT group, which is distinguished by the premier REIT capital markets practice and a market leading M&A presence.

Sidley is consistently ranked by Chambers USA, U.S. News Best Lawyers® and 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. Our team has handled more U.S. REIT capital markets offerings than any other law firm over the last one, three, five, and 10 year periods and has served as counsel on six of the last seven U.S. REIT IPOs.


Sidley has been at the forefront of the growth of the REIT industry over the past 40 years, organizing, advising and financing equity and mortgage/specialty finance REITs. We have worked with REITs focusing on the full range of property types, including retail, mall, outlet, office, industrial, timber, hotel, resort, healthcare, residential, single family home, cell tower and student housing, among others, giving us insight into the particular issues with regard to different asset types.

We have substantial experience in a wide variety of REIT securities offerings, including IPOs, forward equity transactions, Rule 144A initial offerings of common stock, operating partnership units ("OPUs") deals, DownREIT deals, convertible preferred stock offerings, convertible/exchangeable debt offerings, Rule 144A debt offerings, high yield debt offerings, private placement debt ("USPP") offerings, and remarketed/extendible debt and warrants offerings. 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.

Sidley has been very involved in mergers and acquisitions and other business combinations and reorganizations by or among REITs. We have represented acquirers or targets in more than 114 joint ventures, strategic alliances, mergers, acquisitions or dispositions involving REITs or REIT portfolios exceeding US$93 billion since 2009.

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.

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
  • Real estate joint ventures
  • Construction and development financing
  • Executive compensation
  • 1934 Act filings
  • Lending
  • Real estate acquisitions and financing
  • Bankruptcy, workouts and restructuring
  • Real estate fund formation
  • Leasing
  • Securitizations
  • 1940 Act status
  • Environmental