Polsinelli’s national practice advising real estate investment trusts (REIT) comprises a multidisciplinary team of attorneys with significant experience in capital markets transactions; real estate transactional work; securities and corporate governance compliance counseling; and tax planning and structuring. The REIT group reflects the strategic enhancement of the firm’s strengths in two of its key focus areas, real estate and financial services, by the recent addition of attorneys with more than 40 years of combined experience advising REITs on their most critical capital markets, securities, tax and other strategic matters.

Attorneys in Polsinelli’s REIT practice have significant experience in structuring, forming and counseling REITs investing in a variety of real estate asset classes, including: 
In addition, attorneys in the Polsinelli REIT group have represented REITs and their investment bankers in a full range of capital-raising transactions, including:
  • Initial public offerings
  • Secondary offerings for significant selling shareholders
  • Follow-on offerings of common equity, including “at-the-market” continuous offering programs
  • Serial public offerings of perpetual preferred securities
  • Registered and Rule 144A offerings of debt securities
  • Revolving credit facilities and term loans
  • Structuring UPREITs and downREITs
  • Establishing REITs for Foreign Investors and Sovereign Wealth Funds 
Our real estate finance attorneys also have national experience in structuring, securitizing and servicing commercial loans and other assets, including in connection with commercial mortgage backed securitizations, collateralized debt obligations, and other asset backed securitization transactions. We have represented issuers, loan originators, loan sellers, conduits, master and special servicers, and investors in structured finance and secondary market transactions. Our work on a significant number of large, complex securitization and structured finance transactions, including over 300 CMBS transactions, and our strong presence in the capital markets allows us to help our clients take advantage of opportunities and overcome challenges in all market conditions.
Selected capital markets transactions involving REITs in which Polsinelli lawyers have been involved include the following:
  • Advising a lodging REIT focused on upper-upscale hotel properties on its $150 million IPO in January 2010; its $147.6 million follow-on offering in October 2010; its $240.5 million follow-on offering in March 2011; its $125 million offering of Series A cumulative redeemable preferred shares in July 2012; its $138.3 million follow-on offering in September 2012; its $173 million follow-on offering in February 2013; its $100 million “at-the-market” continuous offering program in September 2013; its $90 million CMBS financing secured by two hotels in Manhattan; its $144.3 million follow-on offering in September 2014; its establishment of a $300 million unsecured revolving credit facility in March 2015; its $125 million term loan secured by a hotel located in Miami Beach; and its $154.0 million follow-on offering in March 2015.
  • Representing a lodging REIT in multiple Rule 144A offerings of secured and unsecured senior notes, including a recent offering of $475 million of unsecured senior notes, and related tender offers, including a recent tender offer for $525 million of outstanding secured senior notes; its registered public offerings of equity securities, including common stock and preferred stock, including a recent offering of $207 million of common stock; and in multiple mortgage loan facilities aggregating more than $1 billion, including a recent amendment and restatement to its revolving credit facility to increase the amount of the facility to $400 million. 
  • Advising a leading self-storage REIT in connection with public offerings of depositary shares representing interests in its serial cumulative redeemable preferred shares having an aggregate offering price of more than $3.5 billion, and a secondary offering by a related party of approximately $105 million of common shares.
  • Advising a REIT specializing in leasing commercial multi-tenant flex, office and industrial space throughout the United States in connection with offerings of depositary shares representing interests in its serial cumulative redeemable preferred stock and a follow-on offering of common stock. 
  • Counseling the sales agents in the $175 million ATM continuous offering program established by another self-storage REIT.
  • Representing a property management company assisting investors in all aspects of establishing and managing timber funds for insurance companies, domestic and foreign pension plans and endowments such as CalPERS.
  • Representing numerous J REITs in their public offerings.
  • Representing a health care REIT in its proposed initial public offering.
  • Representing the initial purchasers in the $1.5 billion Rule 144A offering of exchangeable notes by the operating partnership of an office REIT.
  • Representing a lodging REIT in its follow-on public offerings of more than $200 million of common stock and $80 million of cumulative redeemable preferred stock.
  • Advising on variable other equity and debt capital markets transactions for NYSE-listed REITs.
  • Advising a private REIT on issuance of approximately $45 million of membership interests to a private equity fund.

Selected capital deployment and other strategic engagements in which Polsinelli lawyers have been involved include the following:
  • Representing a leading multi-family REIT in its public and private acquisitions and related REIT tax matters.
  • Advising a diversified REIT in its various acquisitions of student housing assets.
  • Representing sovereign wealth funds in establishing and structuring REIT transactions.
  • Representing a leading self-storage REIT in its SEC-registered acquisition of approximately $100 million of limited partnership interests in various affiliates.
  • Representing a specialty finance company in its conversion to a REIT and related special dividend of its cumulative earnings and profits and its acquisition and securitized financing of approximately $250 million of senior living facilities.
  • Advising a lodging REIT in its approximately $2 billion sale to a private equity fund.
  • Representing members of a joint venture partnership relating to more than $800 million of timberlands.
  • Representing NYSE-listed REIT in the reorganization of certain joint ventures holding more than $2 billion of assets.
  • Representing an investment fund in its investment and liquidation of a private REIT.
  • Advising a private REIT in restructuring its debt with numerous banks to avoid adverse tax consequences.
  • Representing a Japanese conglomerate in connection with the establishment of its J REIT.
  • Representing a leading self-storage REIT in its SEC-registered redomestication as a Maryland real estate investment trust.
  • Representing a private REIT in the acquisition of organic farmland.

Selected real estate securitization transactions in which Polsinelli attorneys have been involved include the following:
  • Represented the co-issuers, a Cayman Islands entity and a Delaware LLC, along with the loan originator/seller and its affiliated entities, in the securitization of commercial mortgage loans with an aggregate original principal balance of approximately $625,000,000. The securitization involved the structuring and issuance of eight tranches of securities rated by DBRS and Moody’s, six of which that were offered in a Rule 144A placement, and two of which that were retained by affiliates of the issuer.