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David S. Freed
David S. Freed
Partner — Capital Markets and Mergers & Acquisitions
Partner — Capital Markets and Mergers & Acquisitions

David S. Freed

David S. Freed
New York

The Grace Building
1114 Avenue of the Americas
32nd Floor
New York, NY 10036

start quote symbolMy practice is about building long-term relationships with issuers and underwriters to come up with deal strategy, execute that strategy and help achieve a mutual goal. Because market forces usually drive the decision to undertake a securities offering, timing can be fast and pressure can be high. In these situations, it’s important for clients to know their lawyers are competent and collaborative.end quote symbol
David S. Freed

David Freed represents issuers and underwriters in public and private offerings of equity and debt securities in real estate as well as other industries. His clients include equity and mortgage real estate investment trusts (REITs), investment banks and private equity sponsors.

David’s matters range from standard securities offerings to complex transactions involving multiple parties and novel deal structures. He is experienced in advising on large initial public offerings and led TPG RE Finance Trust’s $233 million IPO in 2017. He also has substantial experience with executing equity offerings for private companies pursuant to Rule 144A, Regulation S and Regulation D. These offerings take place ahead of an IPO and provide private companies with additional time and capital to scale their businesses for a future IPO. In every deal, David prides himself on working collaboratively with issuers and underwriters to understand each issuer’s business and financial needs, to set the terms of each offering and any related transactions in order to ensure the securities being offered will be sold, and to structure the timing and mechanics of each offering to comply with all applicable securities laws.

In addition to executing capital markets transactions, David also regularly provides general corporate, securities, and corporate governance advice to public companies.

Experience Highlights

  • TPG RE Finance Trust, Inc. in its $233 million initial public offering of common stock

  • Underwriters to Urstadt Biddle Properties, Inc. in its $110 million public offering of Series K cumulative redeemable preferred stock

  • NorthStar Realty Finance in its approximately $16 billion combination with NorthStar Asset Management Group and Colony Capital in an all-stock merger of equals 

  • Issuers, underwriters, initial purchasers, and placement agents in initial public offerings, follow-on offerings, “at-the-market” offerings, secondary public offerings, and Rule 144A and Regulation D private placements

  • Underwriters in forward equity offerings

  • Issuers and investment banks in debt consent solicitations, debt exchange offers, and tender offers

  • Hotel, office property, healthcare, and mortgage REIT management teams and boards of directors in REIT formation transactions, corporate fiduciary matters, corporate governance matters, and conflict of interest transactions

  • Hotel, healthcare, and mortgage public REITs and other public companies with respect to their periodic reporting, disclosure and other securities law and NYSE and NASDAQ compliance matters

  • Public and private companies in merger and acquisitions, asset purchases and sales, joint ventures, and other strategic financial transactions

  • Non-U.S. investors in their investment in a publicly traded hotel REIT


  • Washington and Lee University, J.D., 2004
  • University of Virginia, B.A., 1998
  • Legal 500 U.S., Capital Markets: Equity Offerings; Real Estate: REITs, 2017-2020
  • Selected to the Latin Lawyer 250 (Law Business Research, Ltd.), International Category, 2014
  • Member: National Association of Real Estate Investment Trusts
  • New York
  • Virginia
  • “Why Do Property REITs Have Operating Partnerships,” REIT Series, V&E New York Office, May 28, 2019 (speaker)
  • “Compensation Trends in the REIT Industry,” REIT Series, V&E New York Office, July 19, 2018 (panelist)
  • “IRS Issues Guidance on Elective Cash Stock Dividends by REITs,” V&E REIT Update E-communication, August 16, 2017 (co-author)
  • “Hotels 2015: Law and Practice,” Practising Law Institute Seminar and Live Webcast, September 9, 2015
  • “Transmission REITs: The Next Total Return Vehicle for the Utility Industry?,” December 2014