With our combined experience in securities, real estate, tax and the
intricacies of REITs themselves, McGuireWoods represents REITs throughout their
life cycle, from formation, to regular counsel of existing REITs, to final
divestiture. We regularly advise and represent public and private REITs
involving a number of different asset classes, including office, industrial,
retail, multifamily, hospitality, medical, mortgage, healthcare, specialty
finance and others. We also represent underwriters in connection with publicly
registered REIT debt and equity offerings.
In addition, our lawyers have served as counsel to issuers, underwriters and
financial institutions in raising billions of dollars in capital for REITs in
the last decade through equity and debt offerings and lending transactions. We
also represent real estate owners/operators, tax-exempt institutional investors,
foreign investors and private equity funds in a wide variety of private REIT
Our experience includes public and private REIT formations, IPOs and
secondary offerings of common stock, preferred stock and debt offerings, public
and private mergers and acquisitions, conversions of C corporations into REITs,
liquidations, obtaining IRS rulings for REITs, securities and disclosure issues,
and REIT periodic SEC filings (10-K, 10-Q, 8-K and Proxy). Further, our
attorneys regularly represent REITs in the acquisition, financing and
disposition of their real estate assets, and we also represent clients who
invest in REITs. We have formed umbrella partnership REITs (UPREITs) that enable
our clients to acquire properties with convertible partnership units in a manner
allowing tax deferral to the properties’ contributors.
We also have significant experience in using private REITs as part of the
organizational structure of private equity funds to minimize taxes for
tax-exempt investors, foreign investors and fund sponsors. Our tax lawyers also
work closely with our nationally recognized McGuireWoods Consulting Federal
Legislative Affairs group on legislative matters affecting REITs. In addition,
our litigators have advised clients on indemnification and fiduciary duty issues
for REIT directors and officers and various other litigation issues.
Interdisciplinary Team Approach
We have a team of lawyers dedicated to REIT representation while also
offering focused REIT experience in several critical practice groups, including
corporate securities, real estate, construction, tax, energy, broker-dealer
regulation, healthcare, finance (including securitized finance and
sale-leasebacks), environmental law, employee benefits, leveraged capital,
intellectual property and litigation. Drawing on our interdisciplinary team’s
breadth of knowledge and diverse experience, we can customize our services to
suit each client’s particular needs, from industry-specific advice, to the
precise structuring and execution of complex transactions.
Representative REIT-Related Transactions
- Representation of non-traded REIT in best efforts initial public
offering in excess of $1 billion.
- Representation of public reporting hospitality REIT in its sale by
merger for approximately $1.2 billion.
- Representation of investment bank as dealer manager in initial public
offering of common stock for REIT client investing in single tenant net
leases to credit tenants.
- Representation of multifamily REIT in connection with acquisition and
financing of multifamily assets on a national basis, including UPREIT
- Outside general counsel to several public non-traded REITs in the
hospitality industry, including representation in connection with securities
compliance, securities filings and other corporate matters, real estate and
finance (including loan assumptions and CMBS financings), negotiation of
franchise and management agreements, liquor licensing and tax minimization
strategies and other tax law services, among others.
- Representation of NYSE-listed, multifamily REIT in $1.5 billion merger
with a public multifamily REIT.
- Representation of investment banks as underwriters in connection with
$32.5 million follow-on public offering.
- Representation of public reporting hospitality REIT in its sale (by
merger) to another public REIT for approximately $685 million.
- Representation of underwriters in connection with a $100 million
preferred stock issuance by a hotel REIT.
- Representation of investment banks as representatives of underwriting
syndicate in connection with underwritten firm commitment initial public
offering of common stock for a NYSE-listed REIT providing wholesale
broker-dealer, investment banking and capital markets, transaction
management and transfer agency services.
- Representation of hospitality REITs in best efforts initial public
offerings ranging in value from $100 million to $2 billion.
- Representation of investment banks as placement agents in connection
with $900 million sale of convertible preferred stock and common stock of a
REIT to private investors in PIPE (private investment in a public entity)
- Representation of public non-traded hospitality REIT in connection with
$877 million merger transaction.
- Representation of mortgage REIT in initial public offering and
concurrent private placement, raising an aggregate of approximately $184
- Representation of REIT and owner of industrial real estate as general
counsel and Maryland counsel advising on securities and equity financing
- Representation of mortgage REIT in an approximately $100 million
- Reporting work for public non-traded REIT (10-K, 10-Q, 8-K and Proxy)
and related governance work.
- Representation of investment banks in connection with $690 million
registered public offering of multiple series of convertible senior notes.
- Representation of healthcare REIT as Maryland counsel, providing advice
on general corporate law issues and with respect to debt financings.
- Representation of private industrial, office and retail REIT as outside
general counsel, including advising on REIT qualification and property sales
and on its conversion to REIT status.
- Representation of syndicate of investment banks as joint book-running
managers in connection with a $300 million convertible senior notes offering
by a REIT.
- Representation of publicly traded REIT in an $11 billion merger with
- Representation of syndicate of underwriters led by a Fortune 100
financial institution in a $60 million at-the-market offering.
- Representation of nontraded healthcare REIT in a $3 billion merger with
- Representation of SEC-registered investment advisor in the acquisition
and management of privately placed debt and equity investments secured by
multifamily and other housing related assets across all 50 states.
- Representation of nontraded office REIT in a $4 billion merger with
- Representation of publicly traded retail REIT in a $100 million joint
venture real estate development.
- Representation of public non-traded apartment, hospitality and office
REITs in numerous real estate acquisitions and financing, including several
UPREIT transactions and CMBS financings, totaling hundreds of millions of
dollars, including negotiation of third-party management and franchise
- Representation of joint venture of publicly traded mortgage REIT and
SEC-registered investment advisor in the acquisition and management of
privately placed debt and equity investments in the multifamily industry.