Real Estate Investment Trusts (REITs)

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 transactions.

Experience

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 transactions.
  • 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) transaction.
  • 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 million.
  • Representation of REIT and owner of industrial real estate as general counsel and Maryland counsel advising on securities and equity financing matters.
  • Representation of mortgage REIT in an approximately $100 million secondary offering.
  • 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 another REIT.
  • 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 another REIT.
  • 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 another REIT.
  • 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 agreements.
  • 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.

CONTACTS

Gerald V. Thomas II Partner T: +1 404 443 5614
Results 1-20 of 35
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RESULTS DEPEND ON A VARIETY OF FACTORS UNIQUE TO EACH CASE. PRIOR RESULTS DO NOT GUARANTEE OR PREDICT A SIMILAR OUTCOME.

Representative Matter

Griffin-American Healthcare REIT II Inc.

Advised the special committee of Griffin-American Healthcare REIT II Inc. in its $4 billion merger transaction with NorthStar Realty Corp.
Representative Matter

RPAI Acquires 360-Acre, Mixed-Use Master Planned Community

Representation of Retail Properties of America, Inc., a self-managed REIT, in its $163.1 million acquisition of One Loudoun Downtown, a 360-acre, mixed-use master planned community.
Representative Matter

UK Joint Venture Acquires Portfolio of Care Homes

Representation of a Canada-based leading owner, operator and investor in the senior living space, in its joint venture with a U.S.-listed healthcare real estate investment trust, to acquire a portfolio of care homes for approximately £200 million.
Representative Matter

Healthcare REIT

Representation of healthcare REIT as Maryland counsel, providing advice on general corporate law issues and with respect to debt financings.
Representative Matter

Hospitality REITs

Representation of hospitality REITs in best efforts initial public offerings ranging in value from $100 million to $2 billion.
Representative Matter

Hospitality REIT

Served as 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.
Representative Matter

Investment bank

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.
Representative Matter

Investment banks

Representation of investment banks as underwriters in connection with $32.5 million follow-on public offering.
Representative Matter

Investment banks

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.
Representative Matter

Investment banks

Representation of investment banks as underwriters in connection with $32.5 million follow-on public offering.
Representative Matter

Investment banks

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.
Representative Matter

Multi-family REIT

Representation of multi-family REIT in connection with acquisition and financing of multi-family assets on a national basis, including UPREIT transactions.
Representative Matter

Multi-family REIT

Representation of NYSE-listed, multi-family REIT in $1.5 billion merger with a public multi-family REIT.
Representative Matter

Nontraded office REIT

Representation of nontraded office REIT in a $4 billion merger with another REIT.
Representative Matter

Public non-traded apartment, hospitality and office REITs

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 agreements.
Representative Matter

Publicly traded mortgage REIT

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.
Representative Matter

Publicly traded REIT

Representation of publicly traded REIT in a $11 billion merger with another REIT.
Representative Matter

Publicly traded retail REIT

Representation of publicly traded retail REIT in a $100 million joint venture real estate development.
Representative Matter

SEC-registered investment advisor

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.
Representative Matter

SEC-registered investment advisor

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.
Results 1-20 of 35
James M Anderson III James M. Anderson III
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 1044
F: +1 804 698 2155
vCard
Anitra T Cassas Anitra T. Cassas
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 4727
F: +1 804 698 2000
vCard
Katherine K DeLuca Katherine K. DeLuca
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 4385
F: +1 804 698 2084
vCard
Rakesh Gopalan Rakesh Gopalan
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2275
F: +1 704 805 5026
vCard
Nancy R Little Nancy R. Little
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 1010
F: +1 804 698 2101
vCard
Charles L Menges Charles L. Menges
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 4331
F: +1 804 698 2119
vCard
Stephen Older Stephen Older
Partner
1345 Avenue of the Americas
7th Floor
New York, NY 10105-0106

T: +1 212 548 2122
F: +1 212 715 2307
vCard
David W Robertson David W. Robertson
Partner
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 1031
F: +1 804 698 2152
vCard
Gerald Thomas Gerald V. Thomas II
Partner
Promenade
1230 Peachtree Street, N.E.
Suite 2100
Atlanta, GA 30309-3534

T: +1 404 443 5614
F: +1 404 443 5776
vCard
Richard W Viola Richard W. Viola
Partner
201 North Tryon Street
Suite 3000
Charlotte, NC 28202-2146

T: +1 704 343 2149
F: +1 704 444 8779
vCard
Emily Winbigler Emily J. S. Winbigler
Associate
Gateway Plaza
800 East Canal Street
Richmond, VA 23219-3916

T: +1 804 775 1035
F: +1 804 698 2311
vCard