REITs & Real Estate Capital Markets
Jeffrey B. Grill
Glenn Q. Snyder
Pillsbury’s corporate and securities lawyers work together with lawyers in our real estate and tax practices to offer extensive experience in the formation, funding and operation of real estate investment trusts and other real estate investment entities.
Mergers & Acquisitions
Our REIT M&A services include public and private mergers and roll-up transactions, representation of special committees of boards of directors in REIT or advisor acquisitions, and tax planning for acquisitions using taxable REIT subsidiaries, like-kind exchanges and spin-offs. Since 2005, Pillsbury’s attorneys have represented a number of REITs in merger and acquisition activities; totaling more than $15.5 billion.
Our experience includes:
- Represented Mission West Properties in its $1.3 billion asset and real property sale to TPG Capital Inc.
- Represented Goff Capital in its formation of a joint venture with Barclay's Capital to acquire Crescent Real Estate Equities from Morgan Stanley.
- Represented Crescent Real Estate Equities Company in the negotiation of an agreement to sell Crescent to Morgan Stanley Real Estate for $6.5 billion.
- Represented CNL Restaurant Properties in its $1.4 billion merger with U.S. Restaurant Properties and 18 CNL Income Funds to create Trustreet Properties.
- Represented Trustreet Properties, in its acquisition by General Electronic Capital Solutions, the business-to-business leasing, financing and asset management arm of General Electric, for $2.7 billion in cash and assumed debt.
- Represented National Retail Properties (formerly Commercial Net Lease Realty) in its $60 million merger with National Properties Corporation.
Public Company Representation
Beyond M&A, we have represented REIT issuers, underwriters and purchasers in initial public offerings and multiple follow-on offerings of equity and debt totaling more than $7 billion in the last ten years. Pillsbury counsels REITs and other public clients and their insiders on all types of matters arising under U.S. securities laws. These include how to meet SEC, NYSE and Nasdaq reporting and corporate governance obligations, how to deal with financial analysts and other capital market participants, and compliance with the SEC disclosure rules. We regularly provide assistance on fair disclosure requirements, prohibitions against insider trading, and the “short-swing profit” restrictions and reporting obligations that apply to management transactions in the company’s stock.
Pillsbury’s real estate transactional practice is one of the nation’s largest. We have substantial experience in the acquisition and disposition of individual properties and major multi-property portfolios in all 50 states and the District of Columbia. Many of these transactions for REITs have been structured as contributions in exchange for partnership units in a REIT’s operating partnership. We have also represented REIT clients in billions of dollars of securitized rated debt transactions, as well as complicated mezzanine loan transactions and more traditional real estate financings.
Pillsbury’s tax lawyers are nationally recognized and regularly speak on panels devoted to REIT tax concerns. Our tax group has considerable experience in devising business structures to solve a variety of REIT tax issues. We provide essential advice on all types of REIT transactions, including UPREITs, DownREITs and other pass-through entities utilized by REITs and their operations. Many of our clients' transactions have been quite innovative, such as the formation of the first REIT “paper clip” entity.