Jason A. Friedhoff

JASON FRIEDHOFF is one of the leaders of Sidley’s real estate investment trust (REIT) practice and is the co-leader of the firm’s non-traded REIT (NTR) practice.

Jason focuses on securities offerings (in particular IPOs), corporate matters and M&A, including matters involving equity and mortgage REITs, open-end and closed-end real estate funds and real estate joint ventures. He works as both issuers’ and underwriters’ counsel for numerous public company clients. In addition, he works with real estate funds, managers and investors and represents fund managers in fund formation. Jason has extensive experience in securities laws matters, including public and private equity and debt offerings, spin-offs, acquisitions, dispositions, joint ventures, corporate governance matters, filings under the Securities Exchange Act of 1934 and stock exchange matters, as well as with complex real estate portfolio transactions involving the issuance of operating partnership units in UPREITs and DownREITs.

Jason has served as counsel on numerous IPOs, including IPOs for American Healthcare REIT, American Residential Properties, Campus Crest Communities, Inc., Government Properties Income Trust, Industrial Logistics Property Trust, PennyMac Mortgage Investment Trust, RLJ Lodging Trust, Select Income REIT, Spirit Realty Capital Inc., and Tremont Mortgage Trust.

Jason has also served as counsel on several merger transactions, including the merger between Invitation Homes Inc. and Starwood Waypoint Homes, and the merger between Colony American Homes, Inc. and Starwood Waypoint Residential Trust, and on a number of spinoff transactions, including the spinoffs of New Residential Investment Corp. and Starwood Waypoint Homes.

In addition, Jason has served as counsel on many capital market transactions, including debt offerings for Caterpillar Financial Services Corporation and financings for Acadia Realty Trust, Associated Estates Realty Corporation, Camden Property Trust, Campus Crest Communities, Inc., Education Realty Trust, Inc., Federal Realty Investment Trust, Government Properties Income Trust, Invitation Homes Inc., Newcastle Investment Corp., New Residential Investment Corp., Pebblebrook Hotel Trust, RLJ Lodging Trust, Spirit Realty Capital, Inc., STAG Industrial Inc., Starwood Property Trust, Starwood Waypoint Homes and Xenia Hotels & Resorts, Inc.

Jason has been ranked by Chambers USA in Nationwide REITs (2020⁠–⁠2025) and was recognized as one of Law360’s Rising Stars. He has been recommended by Legal 500 US in Real Estate and Construction: REITs and in Capital Markets: Debt Offerings.

Jason is also a trustee of the Staten Island Children’s Museum.

Select Recent Representations

• American Healthcare REIT (AHR) in its US$772.8 million initial public offering and the listing of its common stock on the New York Stock Exchange.
• Essential Properties Realty Trust in the offer and sale of 10,350,000 shares of its common stock on a forward basis (including 1,350,000 shares relating to the underwriters’ option to purchase additional shares, which option the underwriters exercised in full) in March 2024.
• Caterpillar Financial Services Corporation in connection with the issuance of US$2.0 billion aggregate principal amount of Medium-Term Notes in February 2024.
• Caterpillar Financial Services Corporation in connection with the issuance of US$1.25 billion aggregate principal amount of Medium-Term Notes in February 2024.
• BofA Securities, Inc. and the other underwriters in the public offering by Camden Property Trust of US$400 million of senior unsecured notes in January 2024.
• Caterpillar Financial Services Corporation in connection with the issuance of US$500 million aggregate principal amount of 4.500% Notes due 2027 in January 2024.
• American Healthcare REIT (AHR) in the entry into an agreement to provide AHR with an option to buyout NorthStar Healthcare Income’s (NHI) interest in an AHR-NHI joint venture that owns an operator of purpose-built integrated senior healthcare campuses in the United States, with the purchase price to consist of cash and/or newly issued convertible preferred stock of AHR in November 2023.
• Caterpillar Financial Services Corporation in its public offering of US$750 million of Medium-Term Notes in November 2023.
• J.P. Morgan Securities Inc. and the other underwriters in the public offering by Camden Property Trust of US$500 million of senior unsecured notes in November 2023.
• Wells Fargo Securities, LLC and the other agents in the ATM offering of up to US$200 million of common stock of Xenia Hotels & Resorts, Inc. in August 2023.
• Invitation Homes in its public offering of US$800 million of senior unsecured notes in July 2023.
• Caterpillar Financial Services Corporation in connection with the issuance of US$475 million aggregate principal amount of its Medium-Term Notes in June 2023.
• Caterpillar Financial Services Corporation in connection with the issuance of US$600 million aggregate principal amount of its Medium-Term Notes in March 2023.
  
   

Jason has represented pro bono clients with respect to immigration matters, military veteran representations and nonprofit fundraising matters.