Jason A. Friedhoff

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

Jason focuses on securities offerings (in particular IPOs and privately and publicly offered NTRs), 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 NTRs, 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, National Healthcare Properties, 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., Chatham Lodging, Curbline Properties Corp., Education Realty Trust, Inc., Federal Realty Investment Trust, Government Properties Income Trust, Healthcare Realty, Hospitality Properties Trust, Invitation Homes Inc., National Healthcare Properties, Newcastle Investment Corp., New Residential Investment Corp., Office Properties Income Trust, Pebblebrook Hotel Trust, Ready Capital Corporation, RLJ Lodging Trust, Rithm Perpetual Life Residential Trust, Senior Housing Properties Trust, Sila Realty Trust, Spirit Realty Capital, Inc., STAG Industrial Inc., Starwood Property Trust, Starwood Waypoint Homes and Xenia Hotels & Resorts, Inc.

Jason has been recommended by Chambers USA in Nationwide REITs (2020–2026) and Legal 500 US as a “Leading Partner” for REITs (2026).

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

Select Recent Representations

• Wells Fargo Securities, LLC, Morgan Stanley & Co. LLC and BMO Capital Markets Corp. and the other underwriters in the US$499 million initial public offering of National Healthcare Properties (NHP) and the listing of its common stock on Nasdaq.
• Rithm Perpetual Life Residential Trust, a privately-offered, non-traded REIT, in connection with its 34 Act Registration and the launch of an ongoing and unlimited private offering.
• Monroe Capital Credit Real Estate Income Trust, a privately-offered, non-traded REIT, in connection with the launch of an ongoing and unlimited private offering
• Invitation Homes Inc. (INVH) in its operating partnership’s public debt offering of US$500 million aggregate principal amount of 4.950% Senior Notes due 2032.
• American Healthcare REIT (AHR) in its US$819 million forward public offering of 16,100,000 shares of common stock, which includes 2,100,000 shares issued pursuant to the underwriters’ full exercise of its option to purchase additional shares.
• American Healthcare REIT (AHR) in its US$811 million forward public offering of 15,237,500 shares of common stock, which includes 1,987,500 shares issued pursuant to the underwriters’ full exercise of its option to purchase additional shares.
• American Healthcare REIT (AHR) in its US$447 million forward public offering of 9,315,000 shares of common stock, which includes 1,215,000 shares issued pursuant to the underwriters’ full exercise of its option to purchase additional shares.
• Essential Properties Realty Trust (EPRT) in its US$402 million forward public offering of 12,499,999 shares of common stock, which includes 1,630,434 shares issued pursuant to the underwriters’ full exercise of its option to purchase additional shares..
• Essential Properties Realty Trust (EPRT) in its public offering of US $400 million aggregate principal amount of 5.375% Senior Notes due 2036.
• Essential Properties Realty Trust (EPRT) in connection with the private offering of US$518 million aggregate principal amount of 4.375% Exchangeable Senior Notes due 2032 (including the initial purchasers’ full exercise of the option to purchase up to an additional US$68 million principal amount of the Notes) by Essential Properties, L.P., the operating partnership of Essential Properties Realty Trust, Inc. (NYSE: EPRT). Also represented EPRT in connection with the privately negotiated capped call transactions that Essential Properties, L.P. and Essential Properties Realty Trust, Inc. separately entered into.
• Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC in the US$355 million forward public offering of Curbline Properties Corp. (CURB) consisting of 11,500,000 shares of common stock, which includes 1,500,000 shares issued pursuant to the underwriters’ full exercise of its option to purchase additional shares.
• Morgan Stanley & Co. LLC and Bank of America, N.A. in the US$235 million forward public offering of Curbline Properties Corp. (CURB) consisting of 9,200,000 shares of common stock, which includes 1,200,000 shares issued pursuant to the underwriters’ full exercise of its option to purchase additional shares.
• Morgan Stanley & Co. LLC, BofA Securities Inc., J.P. Morgan Securities LLC, Wells Fargo Securities, LLC and Barclays Capital Inc. and the other underwriters in connection with the private offering of US$700 million aggregate principal amount of 3.00% Exchangeable Senior Notes due 2032 (including the initial purchasers’ full exercise of the option to purchase up to an additional US $70 million principal amount of the Notes) by Healthcare Realty Holdings, L.P., the operating partnership of Healthcare Realty Trust Incorporated (NYSE: HR). Also represented the dealers in connection with the privately negotiated capped call transactions that Healthcare Realty Holdings, L.P. and Healthcare Realty Trust Incorporated separately entered into.
• BofA Securities, Inc., J.P. Morgan Securities LLC, PNC Capital Markets LLC and U.S. Bancorp Investments, Inc. and the other underwriters in Camden Property Trust’s (CPT) public offering of US$596 million aggregate principal amount of 4.900% Notes due 2036.
• Caterpillar Financial Services Corporation in connection with the issuance of US$1.35 billion aggregate principal amount of Medium-Term Notes in August 2026.
• Caterpillar Financial Services Corporation in connection with the issuance of US$2.5 billion aggregate principal amount of Medium-Term Notes in May 2026.
• Caterpillar Financial Services Corporation in connection with the issuance of US$1.3 billion aggregate principal amount of Medium-Term Notes in February 2026.
• Caterpillar Financial Services Corporation in connection with the issuance of US$1.75 billion aggregate principal amount of Medium-Term Notes in January 2026.
• Invitation Homes Inc. (INVH) in its operating partnership’s public debt offering of US$500 million aggregate principal amount of 4.875% Senior Notes due 2035.
• Invitation Homes Inc. (INVH) in its operating partnership’s public debt offering of US$600 million aggregate principal amount of 4.950% Senior Notes due 2033.
• American Healthcare REIT (AHR) in its US$471 million forward public offering of 20,010,000 shares of common stock, which includes 2,610,000 shares issued pursuant to the underwriters’ full exercise of its option to purchase additional shares.
• Essential Properties Realty Trust (EPRT) in its public offering of US $400 million aggregate principal amount of 5.400% Senior Notes due 2035.
• Essential Properties Realty Trust (EPRT) in its US$288 million forward public offering of 9,430,000 shares of common stock, which includes 1,230,000 shares issued pursuant to the underwriters’ full exercise of its option to purchase additional shares.
• Caterpillar Financial Services Corporation in connection with the issuance of US$1.6 billion aggregate principal amount of Medium-Term Notes in November 2025.
• Caterpillar Financial Services Corporation in connection with the issuance of US$1.45 billion aggregate principal amount of Medium-Term Notes in August 2025.
• Caterpillar Financial Services Corporation in connection with the issuance of US$300 million aggregate principal amount of Medium-Term Notes in July 2025.
• Caterpillar Financial Services Corporation in connection with the issuance of US$900 million aggregate principal amount of Medium-Term Notes in February 2025.
• Caterpillar Financial Services Corporation in connection with the issuance of US$1.25 billion aggregate principal amount of Medium-Term Notes in December 2025.
• 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.

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