For more than 30 years, lawyers in Vinson & Elkins’ Real Estate Investment Trust (REIT) practice have been helping clients achieve their business objectives. After adding five REIT industry veterans to the firm’s practice in early 2016, V&E now boasts one of the largest teams of dedicated REIT practitioners in the industry. Our lawyers regularly represent issuers, underwriters, sponsors and other real estate industry participants in connection with REIT formation and capital markets transactions, including initial public offerings, Rule 144A equity and debt offerings, and other public and private offerings of equity and debt securities. In addition, the V&E team has extensive experience advising REIT clients, special committees and other industry participants with respect to merger and acquisition transactions, joint venture formations, restructurings, spin-offs and recapitalizations, including transactions involving publicly traded REITs, public non-traded REITs, externally managed REITs, private REITs, C-corporations, and partnerships.
Our team has experience advising clients with respect to
virtually every asset type that can be owned and financed through a REIT
structure, including office buildings, retail properties, industrial properties,
data centers, apartment properties, single-family residential properties, hotels,
storage facilities, health care facilities, senior housing facilities,
infrastructure assets, student and military housing, timberland, farmland,
marinas, commercial and residential mortgage loans and mortgage-backed
securities and other mortgage-related assets.
We are experienced in structuring transactions utilizing the UPREIT and
DownREIT structures in order to maximize tax efficiency for the parties in connection with REIT
formation transactions and property acquisitions.
The lawyers in our REIT practice stay apprised of industry
trends and are knowledgeable about the legal requirements for complex REIT
structures and transactions. Our REIT practice involves lawyers in our
corporate and securities, tax and real estate practices, while offering clients
access to the resources of a full-service law firm with nationally ranked
capital markets, mergers and acquisitions, shareholder activism defense, executive
compensation, litigation and environmental practices. In addition, our REIT lawyers work
hand-in-hand with our firm’s private equity and fund formation lawyers when a private equity fund is structured as a private
REIT, when a private REIT subsidiary is incorporated into a fund structure for
tax planning purposes, or when a sponsor seeks to develop a private
equity structure that can seamlessly transition to REIT form in connection with
a future initial public offering.
Our lawyers have been involved in several innovative REIT
developments including: serving as issuer's counsel for the first Canadian
trust structured to be treated as a U.S. REIT for U.S. federal income tax
purposes under the inversion rules of the Internal Revenue Code; obtaining
private letter rulings that gain from the sale of carbon credits by a timber
REIT is qualifying REIT income and electrical transmission and distribution
systems are qualifying REIT assets; structuring REITs to purchase and rent pre-owned
single family residences; and serving as counsel to the financial advisor and dealer-manager in the first
passive listing on the NYSE by a public non-traded REIT.
Our lawyers are
active members of industry associations, such as the National Association of
Real Estate Investment Trusts, and write and speak frequently on topics of
interest to the REIT community.