Real Estate Investment Trusts (REITs)

Practice Contacts

Real Estate Investment Trusts (REITs)

Owning and leasing real property has the potential to be a sturdy, reliable investment, but investment returns can be negatively affected by the form of investment vehicle. Holding real estate though a real estate investment trust (REIT) often offers the greatest opportunity to raise significant funds from a variety of sources using a tax-advantaged structure.

Taft attorneys have extensive experience representing listed and unlisted REITs, as well as private REITs and REITs conducting Regulation A+ offerings. We guide boards of directors and real estate program sponsors through the process, with an approach tailored to their specific needs and goals. Our team’s broad institutional knowledge, industry experience and network of multidisciplinary attorneys enable us to deliver strategic and efficient results in an unpredictable marketplace.

Our attorneys offer practical counsel across needs, from the initial public offering process to specific issues new public companies face. We have particular knowledge of REIT internalization transactions, representing both acquiring and acquired entities. Our experience also includes assisting numerous REIT clients with structuring sales and mergers involving entire portfolios, as well as managing orderly sales of properties and assets. In these complex transactions, our attorneys advise on every aspect, including unique tax and corporate governance considerations. Whether representing external advisors, special committees, or the REIT itself, we work closely with our clients to identify the most advantageous acquisition or disposition strategy—or combination of strategies—to maximize shareholder value.

Our services include:

Representing clients in initial offerings, follow-on offerings, debt offerings and exchange offers.
Counseling entities regarding the listing of their common stock on national exchanges (such as NYSE and Nasdaq).
Advising entities regarding offerings by publicly registered unlisted REITs.
Structuring merger and acquisition transactions.
Advising on periodic and annual reporting and other Securities and Exchange Commission disclosure requirements.
Counseling regarding state corporate law and security matters, including “blue sky” issues.
Advising on private placement offerings by private REITs and real estate programs with REIT subsidiaries, as well as Regulation A+ offerings.
Counseling broker-dealers in compliance with applicable regulations of the Financial Industry Regulatory Authority (FINRA).

Advising on the structuring and execution of UPREIT and Down REIT transactions.

Managing orderly sales of properties and assets.
Serve as special counsel to the board of directors or board committees.

Related Practices

Notable Matters

Represent listed and unlisted real estate investment trusts and real estate operating companies.
Guide boards of directors and real estate program sponsors through the initial public offering process.
Provide counsel to address specific issues encountered by newly public companies, including counseling regarding the listing of their common stock on the New York Stock Exchange.
Represent an S&P 500 company and leading real estate investment trust with a highly diversified portfolio of properties across the U.S., Canada and the United Kingdom.
Represent private real estate investment trusts and real estate programs with REIT subsidiaries in private placement offerings and Regulation A+ offerings.
Representation of a client in its NYSE-listed offering of Series A Cumulative Redeemable Perpetual Preferred Stock.