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REITs

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. 

Additional Information

Practice Highlights

  • NorthStar Realty Europe Corp. as special tax counsel in its merger with Core Paneuro 2019 13 Sarl
  • TPG RE Finance Trust, Inc. in its $233 million initial public offering of common stock
  • Underwriters to Clipper Realty Inc. in its $88 million initial public offering of common stock
  • Global Medical REIT Inc. in its $150 million initial public offering of common stock
  • The Special Committee of the Board of Directors of Owens Realty Mortgage, a specialty finance REIT, in its merger with Ready Capital Corporation, a real estate finance company
  • Financial advisor to American Finance Trust, Inc. in its initial passive listing of common stock 
  • TPG RE Finance Trust, Inc., as special tax counsel, in its $932.4 million collateralized loan obligation (CLO) 
  • Owens Realty Mortgage in the activism campaign by Freestone Capital
  • Oncor Electric Delivery Company in its $2.2 billion acquisition of InfraREIT
  • BRG Manager LLC in the internalization of Bluerock Residential Growth REIT, Inc. 
  • CYS Investments, an agency mortgage REIT, in its merger with Two Harbors Investment Corp., a leading hybrid mortgage REIT

Capital Markets

  • Underwriters to Four Corners Property Trust, Inc. in its $210 million ATM 
  • TPG RE Finance Trust, Inc. in its $119 million public offering of common stock 
  • Global Medical REIT Inc. in its $71 million public offering of common stock
  • Underwriters to Arlington Asset Investment Corp. in its $30 million public offering of Series C fixed-to-floating rate cumulative redeemable preferred stock 
  • Special tax counsel to Highwoods Properties, Inc. in its $350 million offering of investment grade notes
  • New York Mortgage Trust, Inc. in its 103 million public offering of common stock 
  • Undisclosed equity REIT in its $135 million private placement of units 
  • Underwriters to Arlington Asset Investment Corp. in its $48 million public offering of Class A common stock 
  • Cherry Hill Mortgage Investment Corporation in its $45 million Series B cumulative redeemable preferred stock 
  • Underwriters to CubeSmart in its $350 million investment grade offering of senior notes 

Mergers & Acqusitions

  • Sandpiper Lodging Trust in its REIT formation transactions valued at $83 million; its $20 million private placement of Class A common shares; and its $75 million credit facility 
  • Special Committee of the Board of Directors of MVP REIT II in the acquisition of MVP REIT by MVP REIT II in a stock-for-stock merger
  • Special Committee of the Board of Directors of Moody National REIT I in the merger of Moody National REIT I and Moody National REIT II 
  • Milestone Apartments Real Estate Investment Trust in the $1.9 billion acquisition, with Starwood Capital Group, of Landmark Apartment Trust, a multifamily real estate investment trust
  • NorthStar Realty Finance in its approximately $16 billion combination with NorthStar Asset Management Group and Colony Capital in an all-stock merger of equals