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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

Representative Experience

  • Leading single-family rental REIT in connection with its US$21 billion merger with another leading single-family rental REIT, creating a premier single-family REIT.
  • The underwriters in four offerings of common stock by the first publicly traded cold-storage REIT with an aggregate value of US$4.2 billion, including its US$833 million initial public offering.
  • The underwriters in three offerings of common stock by a leading REIT specializing in casino properties with an aggregate value of US$3.9 billion, including its US$1.2 billion initial public offering, the largest REIT IPO in 2018 and 4th largest REIT IPO ever.
  • Net lease properties REIT in two offerings of common stock with an aggregate value of US$670 million, including its US$455 million initial public offering.
  • Specialty finance company that invests in a variety of residential mortgage loans and mortgage-related assets in the public offering of US$176 million of common shares.
  • The underwriters in the largest retail REIT’s US$543 million common stock offering, the watershed transaction in the re-equitization of REITs in 2009.
  • The underwriters in registered offerings of US$700 million of common stock by a leading national industrial REIT.
  • The underwriters in common stock offering of US$430 million by a premier office and industrial REIT.
  • The underwriters in two public offerings of Series B and Series C preferred stock with an aggregate liquidation preference of US$652 million issued by a publicly traded residential mortgage REIT.
  • The underwriters in public offering of US$500 million of notes issued by a leading global healthcare REIT. The underwriters in common stock offering of US$696 million issued by a large net lease REIT.
  • Preeminent publicly held office building owner and manager in its US$39 billion acquisition by Blackstone Funds, one of the largest leveraged buyout transactions in history.
  • The underwriters in an IPO for a REIT that has been recognized as marking the dawn of the modern REIT era.