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For more than 35 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.

To receive our quarterly “REIT Series” e-newsletter and other information related to Real Estate Investment Trusts going forward, please subscribe here. To view previous “REIT Series” presentations, follow this link.

Experience Highlights

  • Alpine Income Property Trust, Inc. in its $143 million initial public offering of common stock

  • 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

  • Preferred Apartment Communities in its acquisition of the entities that own Preferred Apartment Advisors and NMP Advisors for an aggregate purchase price of $154 million, plus up to $25 million of potential additional earnout consideration

  • WPT Industrial REIT in its $730 million acquisition of a portfolio of 26 U.S. distribution and logistics properties and the sale to a syndicate of underwriters, on a bought deal basis, of 14,150,000 Subscription Receipts for approximately $234 million

  • New York Mortgage Trust in its $50 million investment in Headlands Asset Management Fund III

  • Sandpiper Lodging Trust, a private real estate investment trust (REIT), in its $40 million acquisition of four hotels

  • NorthStar Realty Europe Corp. as special tax counsel in its merger with Core Paneuro 2019 13 Sarl

  • 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

Capital Markets

  • 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 

  • Financial advisor to American Finance Trust, Inc. in its initial passive listing of common stock 

  • Global Medical REIT Inc. in its $150 million initial public offering of common stock and all of its subsequent capital markets transactions including multiple follow-on underwritten public offerings and ATM offerings of common stock and an underwritten public offering of preferred stock

  • Underwriters to NETSTREIT Corp. in its $233 million Rule 144A offering of common stock

  • New York Mortgage Trust, Inc. in its $173 million public offering of common stock

  • Ellington Financial Inc. in its $76 million public offering of common stock

  • WPT Industrial Real Estate Investment Trust in its $98 million private placement of trust units

  • Underwriters to CubeSmart in its $350 million investment grade offering of senior notes 

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

  • Underwriters to Healthcare Trust of America, Inc. in its $900 million public offering of investment grade senior notes

Mergers & Acqusitions

  • The Special Committee of the Board of Directors of Owens Realty Mortgage, a specialty finance REIT, in its $200 million merger with Ready Capital Corporation, a real estate finance company

  • Oncor Electric Delivery Company in its $2.2 billion acquisition of InfraREIT

  • CYS Investments, an agency mortgage REIT, in its merger with Two Harbors Investment Corp., a leading hybrid mortgage REIT

  • BRG Manager LLC in the internalization of Bluerock Residential Growth REIT, Inc. 

  • 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

  • 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

  • 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 

  • TMG Partners in the $106.5 million sale of the company, the external asset manager of Milestone Apartments Real Estate Investment Trust, resulting in the internalization of the REIT’s asset management function

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


Recent Notable Real Estate Transactions Closed During the Time of COVID