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 counseling; and tax planning and structuring. Attorneys in Polsinelli’s REIT practice have significant experience in structuring, forming and counseling REITs investing in a variety of real estate asset classes, with particular emphasis on REITs operating in the hospitality, office, multifamily and single family housing, retail, senior living, and healthcare and medical office sectors.  

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 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 membership interests to a private equity fund.

Selected capital deployment and other strategic engagements in which Polsinelli lawyers have been involved include the following:

  • Act as lead M&A and Regulatory Counsel in representing top 10 largest skilled nursing provider in the U.S. in the spin-off of 300 facilities in more than 20 states to approximately 25 buyers, involving leasebacks valued at more than $1.5 billion over a nine-month period and anticipated follow-on version to REIT.

  • Act as lead M&A, health care and real estate counsel in the sale/leaseback of six behavioral health hospitals located in California, Arizona and Illinois by privately owned, national owner/operator to major health care REIT for purchase price of $400 million.

  • Act as lead M&A, compliance and real estate counsel in the $50 million sale-leaseback acquisition of multi-care level senior living facility in Massachusetts for publicly traded REIT.

  • Act as joint venture investment counsel to publicly listed Health Care REIT in its acquisition of $125 million portfolio of 14 senior living facilities in Indiana in joint venture with a global institutional asset management company.

  • Representing Chesapeake Lodging Trust in its $2.5 billion sale to Park Hotels & Resorts.

  • Representing FelCor Lodging Trust in its acquisition by RLJ Lodging Trust.
  • 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; its acquisition and securitized financing of approximately $250 million of senior living facilities; and various issuer tender offers and consent solicitations relating to its debt securities.
  • Representing members of a joint venture partnership relating to more than $800 million of timberlands.
  • Advised Highland Hospitality Corporation in its approximately $2 billion sale to a private equity buyer.
  • 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.