Capital Markets: REITs: Nationwide
 

Capital Markets: REITs: Nationwide

THE FIRM Clifford Chance's presence in New York offers strong underwriter representation and particular prowess in the mortgage REIT area. Clients have access to the broad skill-set of the group which also covers non-traded, international and M&A REIT work. On the issuer side, the group advised Apollo Residential Mortgage on its $200 million IPO, while on the underwriters side it recently advised Credit Suisse, Goldman Sachs and JPMorgan on PIMCO's $600 million mortgage REIT IPO.

KEY INDIVIDUALS Chair of Clifford Chance's tax department, Richard Catalano receives superlative praise for his experience and abilities. "He is exceptionally good on the tax side" one client enthuses, while peers hold him in the highest regard for doing "an excellent job on mortgage REITs."  

Jay Bernstein chairs the firm's capital markets group and proves to be an excellent resource on capital raising and securities matters for his REIT, finance and hotel company clients. One peer described him as "very creative and solution oriented."

Larry Medvinsky works primarily in the equity REIT space and advises both issuers and underwriters on transactions. He advised DLC Realty Trust on its proposed $500 million IPO and subsequent senior secured revolving credit facility.

Kathleen Werner is a favorite among peers and is very active in the non-traded REIT market. She advised Carey Watermark Investors on its $1 billion IPO.

THE FIRM Credited with creating the REIT industry 50 years ago, Goodwin Procter remains a true leader in the market and continues to influence its modern day appearance. The strength and collaboration between its Boston and New York offices afford the firm's REIT industry clients the best possible service with regard to REIT compliance, securities offerings and transactions.

Commercial Awareness "This group is in the upper echelon. They offer outstanding industry knowledge with brilliant responsiveness and client service."

Client Service "These lawyers are amazingly responsive. There's someone in the office earlier and later than I ever am, so I never have a problem getting a hold of them."

KEY INDIVIDUALS Gilbert Menna "is the thought leader in this industry and has unparalleled experience in all related transactional matters," enthuses one client. In addition to representing real estate operating companies he has experience advising investment managers on fund formation and related transactions. Guided by his "phenomenal experience," he co-chairs the firm's real estate capital market and REIT group. 

Boston-based Edward Glazer is "a very strong tax partner" who assists the team on the tax issues arising out of representation of REIT industry clients. He advises Donahue-Schriber Realty Group with its ongoing REIT compliance and restructuring.

Ettore Santucci is recognized as one of the most active REIT lawyers in the US and attracts the admiration of all that he deals with. His chosen specialty in structures such as UPREITS and downREITs neatly complements his broad general securities practice.

Mark Schonberger, formerly of Paul Hastings, is a new member of Goodwin Procter's growing presence in New York. His clients include Barclays Capital, Seavest and NWRA Ventures I.

Neal Sandford is another highly sought after tax attorney whose recent work includes representation of Cole Capital Advisors in connection with its proposed publicly offered REIT.

THE FIRM Hogan Lovells has long been tied to the evolution of the REIT vehicle and continues to offer its issuer and underwriter clientele a service of the highest possible standard. Its bench is deep and strong and provides the conditions for IPOs, follow-on equity offerings and debt offerings to take place even in a depressed market. The group advised RLJ Lodging Trust in its $569 million IPO of common shares.

Commercial Awareness "This impressive group plays a number of roles for us and shows great judgment in advising us where to focus our efforts."

KEY INDIVIDUALS David Bonser is co-head of the firm's capital markets group. His practice is focused on capital-raising efforts by real estate companies, acting for both issuers and underwriters. "He is current, balanced, has broad general knowledge, can execute complex plans very quickly and is a great leader," enthuses one client.

Warren Gorrell acts as co-CEO of Hogan Lovells. His broad corporate practice sees him advise on M&A transactions and securities matters in the real estate industry. According to sources, "he is a really great client lawyer and knows how to bring parties together to expedite a deal."

Prentiss Feagles is described as "one of very few go-to guys for REITs" and "a destination practice in and of himself." His tax specialty ensures that REIT clients remain compliant in the most complex of situations.

Leader of Hogan Lovell's global tax practice, Cristina Arumi is "a young yet brilliant tax lawyer," according to sources. She advises public and private REITs on a whole host of related tax issues.

Washington, DC-based Bruce Gilchrist "is incredibly smart and has the ability to focus on the important issues without missing any details," according to one source. Clients of his include REITs, property owners and management companies.

THE FIRM The market recognizes Latham as a REIT powerhouse with broad geographical coverage, especially on the West Coast where it continues to expand. The firm boasts a balanced practice split between issuer and underwriter representation and uses its complementary strengths in corporate, tax and real estate to great advantage for clients. An example of this synergy is evidenced by Latham's representation of American Assets Trust in its complex formation and IPO.

Client Service "This large team offers very good customer service and we are happy to pay for what they offer."

KEY INDIVIDUALS Considered by some to be "the preeminent REIT tax attorney in the USA," Michael Brody is "an incredible lawyer who thinks and analyses problems like no one else."

Julian Kleindorfer wins very high praise from market commentators for the "formidable competition" he offers on the West Coast in the REIT space. "He nailed the tax and securities aspects in a way that was efficient, practical and down to earth," according to a one greatly impressed peer.

Based in Washington, DC, Scott Herlihy is a corporate lawyer who concentrates on public and private securities offerings, M&A and corporate governance. He recently led the representation of Host Hotels & Resorts in two securities offerings.

THE FIRM The Richmond department of Hunton & Williams is known for its high volume of REIT work and expertise in acting for hotel and mortgage REITs organized using the UPREIT structure. The firm's client base covers a wide range of property types and is balanced with regards to issuer and underwriter representation. The firm advised underwriters Deutsche Bank, RBC and Robert Baird on the $265 million IPO of Summit Hotel Properties.

KEY INDIVIDUALS David Wright heads the firm's real estate capital markets group. Sources were unanimous in their praise for him, many reporting him to be their preferred leader on REIT transactions. "He just operates at a different level," one said.

Seasoned tax partner George Howell has "a great deal of operational knowledge" with regards to the structuring and tax implications of REITs, REMICs and private investment funds. Sources are particularly impressed with his intelligence and personality.

Daniel LeBey is a "great corporate REIT lawyer" with an active transactional practice and "great judgment on deals." He represents both issuers and underwriters from the real estate industry in a variety of debt and equity offerings.

"A great younger tax lawyer," Cameron Cosby, advises issuer and underwriter clients on the tax implications of their debt and equity public offerings relating to REITs.

Jeffrey Sullivan principally advises exchange-listed REITs on capital raising and investment. He continues to raise his profile and is seen as a promising young partner set to boost Hunton's REIT practice, having recently arrived from DLA Piper.

THE FIRM Sidley Austin has a strong base in New York and a terrific reputation for advising underwriters such as Barclays, Deutsche Bank and Wells Fargo on REIT IPOs, debt and equity offerings and ATM programs. The team acted as underwriters' counsel in connection with RLJ Lodging Trust's $495 million IPO, Pebblebrook Hotel Trust's $236 million common stock offering and Kilroy Realty Corporation's $200 million ATM offering of common stock.

KEY INDIVIDUALS Gerard Cummins is based in New York and concentrates his practice on corporate matters, securities offerings and fund formation and investment. He has particular experience representing issuers with regard to equity and mortgage REITs.

Considered a "go-to attorney for REITs," Edward Petrosky is co-head of Sidley's capital markets group and has broad experience in securities matters. His practice is notable for a string of successful IPOs and securities offerings on behalf of issuers and underwriters. He recently advised the underwriters on Walker & Dunlop's $100 million IPO.

"A younger partner, but already very skilled and likeable," Bartholomew Sheehan is a securities practitioner with particular emphasis on companies in the energy and real estate industries. He acted as underwriters' counsel in connection with LaSalle Hotel Properties' $280 million offering of common stock and preferred shares.

THE FIRM Skadden has outstanding interplay between its corporate departments and offers a truly global platform from which to advise its REIT and numerous underwriter clients. The group continues to pick up new instructions from clients who value these capabilities and require expertise in mortgage REITs, property REITs and REIT M&A. The team has represented HCP, the largest healthcare REIT, in a series of transactions worth over $14 billion.

Client Service "The service provided by Skadden on debt and equity deals has been exceptional."

KEY INDIVIDUALS New York-based corporate finance partner David Goldschmidt is best recognized in the REIT market for his mortgage REIT expertise. He counts a number of investment banks as his clients and recently represented Credit Suisse Securities and Morgan Stanley as joint bookrunners in a common stock offering by Getty Realty. Sources say he "has good judgment and is good on deals."

The "unbelievably creative" John Rayis is a tax partner held in very high esteem by the REIT world. One source describes him as "the brightest lawyer I have ever met" owing to his "ability to handle top-level complex tax issues that arise in unusual cross-border transactions."

Neil Rock is an "incredibly sophisticated lawyer from the real estate world who is doing lots with REITs." He heads Skadden's New York real estate practice and is experienced in fund formation, financings and restructurings, amongst other things.

Harvey Uris is Skadden's global head of real estate and is highly respected for his experience with real estate financing vehicles. He led representation of the Australian Centro Properties Group in the sale of its US property portfolio to BRE Retail Holdings for approximately $9 billion.

THE FIRM Greenberg Traurig has a broad practice representing a wide variety of REITs, both traded and non-traded, public and private. Clients receive added value owing to the firm's ability to handle matters such as real estate, financing and litigation relating to REITs. The group has been particularly active advising client SL Green on a variety of joint ventures, restructurings and notes offerings.

KEY INDIVIDUALS "A wonderful lawyer and brilliant adviser," Judith Fryer is "probably more valued by clients than any other lawyer. She is the REIT consigliere," according to one source. She advises Hines Global REIT on corporate, securities and tax matters and represented the trust in connection with its $3.5 billion IPO.

Richard Burton is an experienced tax practitioner who provides counsel to various REITs and partnerships during their transactional stages.

THE FIRM Sullivan & Cromwell is a force to be reckoned with in New York and is especially reputed for its capital markets expertise. The group is excellent in debt restructurings, dispositions and securities offerings and its prominence in the REIT M&A market is undeniable. The firm recently advised prized client Vornado Realty in a public offering of preference shares worth $195 million.

KEY INDIVIDUALS "Excellent commercial real estate lawyer" Arthur Adler is held in particularly high regard for his strength in mortgage financings and workouts. He represented Vornado Realty Trust in its 49.5% interest acquisition of 666 Fifth Avenue, New York City, and subsequent workout.

Anthony Colletta is described by one peer as "phenomenal" with regard to his traditional commercial real estate practice. A recent example of his work is representation of Whitehall Street Real Estate Funds in the $760 million sale and debt restructuring of 230 Park Avenue in New York City.

Joseph Shenker is the managing partner of Sullivan & Cromwell and owing to his "significant stature" is recommended as "the man to go to for bet-the-company problems." He recently advised NorthStar Realty Finance on its public offering of common stock valued at approximately $73 million.

Ivan Deutsch was involved in representing The Heyman Family in its $3.2 billion sale of International Specialty Products to Ashland.

THE FIRM Wachtell is undeniably a REIT M&A powerhouse and masterful crafter of strategic transactions in the hospitality, gaming and real estate sectors. This compact yet nimble team has had a particularly impressive year, representing Ventas in its $7.4 billion acquisition of Nationwide Health Properties and representing AMB Property Corporation in its $14 billion merger with ProLogis to create the largest industrial REIT in the world.

Commercial Awareness "Due to Wachtell's pre-eminence in takeovers and M&A, most REITs want them on their side if they envisage a hostile situation."

KEY INDIVIDUALS Adam Emmerich has "very broad experience regarding REITs and beyond," according to one interviewee. He represented AMB Property Corporation in its merger with ProLogis, which created a REIT with owned and managed assets worth $46 billion.

In addition to representing Ventas on a series of multibillion-dollar acquisitions including that of Atria's senior housing portfolio, Robin Panovka advised Morgan Stanley on the sale of the Revel Hotel and Casino project in Atlantic City and in restructuring the CNL hotel portfolio.

The "very respectable" David Shapiro is a corporate lawyer based in New York. His experience with M&A and securities transactions has seen him represent REITs and real estate companies such as Kimco Realty Corporation, Morgan Stanley Real Estate and Tishman Speyer.

THE FIRM Alston & Bird is instantly recognized for its prominence in the non-traded REIT sector, advising a host of clients in this innovative field. The team has particular strength in the Atlanta office and draws upon complementary abilities in the areas of corporate governance, tax and real estate. The group recently served as lead securities counsel for NorthStar Real Estate Income Trust in its $1.1 billion common stock offering.

KEY INDIVIDUALS Head of the REIT and real estate departments at Alston & Bird, Rosemarie Thurston, is universally acknowledged to be a leader in the area of non-traded REITs. She is noted for her brilliant understanding of market trends and is described as "indefatigable" by her peers.

THE FIRM DLA Piper has a broad REIT practice and is one of the few market-leading firms to advise non-traded REITs as well as traditional REITs and their underwriters. The team counsels Dividend Capital Total Realty Trust on the corporate, securities and REIT tax issues of its best efforts public offering. The firm's expertise extends to providing its REIT clients with appropriate Maryland law counsel.

Client Service "In terms of client service it would be hard to find a team that worked harder. They are very responsive and have fantastic knowledge."

KEY INDIVIDUALS Robert Bergdolt "stands out in the non-traded REIT space," advising the trusts on securities regulations, corporate governance and M&As. He has advised a series of KBS-sponsored REITs in their public offerings.

THE FIRM Gibson Dunn's network of departments complement the firm's corporate offering in the REIT space and provide the expertise to handle equity and mortgage REITs, UPREITs, downREITs and hybrids.

KEY INDIVIDUALS Based in Washington, DC, Howard Adler represents financial institutions and REITs such as Friedman Billings Ramsey & Company in securities offerings and transactional matters. "He is excellent in corporate securities and M&A and also has great understanding of the Maryland law pertaining to REITs," according to our sources.

THE FIRM A great source of this firm's real estate and capital markets expertise can be found in the Atlanta office, but the department has recently expanded its offerings in New York and Washington, DC. The group represents publicly traded REITs, non-listed REIT sponsors and other investment vehicles in a variety of transactions. It adds value to its REIT practice by integrating expertise drawn from its corporate, securities, fund formation and tax departments.

KEY INDIVIDUALS Tax partner Peter Genz inspires "tremendous confidence" in his abilities, according to sources. His practice is focused on the provision of tax planning advice to public and private REITs.

THE FIRM This firm has a strong base in Texas and is recognized as a longstanding player on the REIT scene with the resources to offer bespoke teams to its clients. REIT clients include owners and operators of student housing complexes, industrial properties and shopping centers as well as mortgage REITs. The group represented Camden Property Trust in connection with the creation of an ATM program and the offering of $500 million notes.

KEY INDIVIDUALS The "very smart, talented and thoughtful" Bryan Goolsby chairs the firm's REIT practice group from Dallas. He represents a number of substantial non-listed REITs such as Hines Global REIT, Plymouth Opportunity REIT and CM REIT.

THE FIRM Proskauer is instantly recognized as a force in the non-traded REIT space and has long been involved in the creation of novel structures to facilitate capital raising. Key clients include AIG Global Investment, The Lightstone Group and Reunion Hospitality Trust. The team recently represented Maryland-based American Realty Capital in its $70 million IPO of common stock.

KEY INDIVIDUALS The vastly experienced Peter Fass heads the firm's real estate capital markets group from New York. He has advised a great array of issuers, underwriters, lenders and investors on real estates securities transactions.

Capital Markets: REITs: Maryland Counsel: Nationwide

THE FIRM This firm possesses the keenest understanding of issues affecting REITs formed under Maryland law. In addition to its involvement in the vast majority of REIT formations, the group provides state-specific advice and has a key role in corporate governance. Owing to its unique position in the market, the team is ideally placed to advise on the latest trends and developments affecting REIT clients, with ATM offerings being a particularly active area of growth. The group acted as Maryland counsel to American Assets Trusts in its $564 million IPO, believed to be one of the largest REIT IPOs since 2009.

Commercial Awareness "An invaluable tool in Maryland Law. This is the brain-trust."

KEY INDIVIDUALS James Hanks is invariably described as "the dean of Maryland corporate law," with interviewees also making reference to his endeavors to keep Maryland legislature favorable to REIT formation. "Venable are number one and have the lion's share of the market because of Hanks," one impressed source reveals.

The "extremely talented" Sharon Kroupa continues to build a noteworthy practice. Lauded as "Venable's lieutenant," she is highly sought after for her Maryland expertise and sources report that "we use her any chance we get."

THE FIRM This Baltimore office is expert on matters relating to Maryland corporate and REIT law, advising an impressive host of trusts on such matters. One key client is HCP, for which the group has acted as corporate counsel in a series of transactions including its $6.1 billion acquisition of HCR ManorCare and its $2.4 billion public offering of senior notes. Other key clients include BRE Properties, Excel Trust and Kilroy Realty Corporation.

KEY INDIVIDUALS "Maryland law expert" Charles Moran is "obviously a huge player," according to market commentators. He provides advice to his mutual fund clients on formation, corporate governance, securities offerings and M&A matters.

Joseph Howe now splits his time roughly 50-50 between Arnold & Porter LLP's DC and London offices. Chair of the tax department, he brings valuable tax expertise to his REIT clients, who describe him as "the benchmark used to evaluate true client service." He acted as special REIT tax counsel for Health Care REIT in its $2.4 billion acquisition and leaseback of Genesis HealthCare's real estate assets.
Lauren Prevost of Morris, Manning & Martin, LLP is "very easy to work with," according to clients. She has a general corporate practice with a focus on high-growth industries such as commercial real estate and technology. She is best known for her experience with non-traded REITs and blue sky law compliance.
Michael Zuppone of Paul Hastings LLP chairs the firm's securities and capital markets group and is described by one client as "very creative, sensible, pragmatic and decisive." He represents public and private companies, underwriters and investors in securities offerings.
"A widely experienced and brilliant lawyer," Gregory Ressa is head of the real estate group at Simpson Thacher & Bartlett LLP. He is a popular referral for real estate matters and is especially well-known for his representation of The Blackstone Group.
Steven Scheinfeld of Fried, Frank, Harris, Shriver & Jacobson LLP is co-head of the firm's corporate real estate group. He represents financial institutions such as Bank of America Merrill Lynch and real estate companies such as Kimco Realty on securities offerings, M&A and fund formation.
Bruce Gelman is a tax partner based in the Chicago office of Kirkland & Ellis LLP. He advises Archstone and its various REIT subsidiaries on the tax implications of their operations.
David Slotkin is a recent recruit to Morrison & Foerster LLP's Washington, DC office, having left previous firm Hogan Lovells in March 2012. The experienced practitioner handles a variety of corporate and securities transactions for his clients, which include public and private companies.

Future Events 

16th May 2013: GC Seminar, London Sponsor-backed IPOs: IPO Exits of Portfolio Companies

21st May 2013: GC Seminar, New York Hackers Are After Your Data!: Practical Ways To Reduce Data Security Breach Exposure

23 May 2013: Chambers USA Awards for Excellence 2013, New York 

24 May 2013: Launch of Chambers USA 2013, New York and online

29th May 2013: GC Seminar, New York Going Mobile: IP and Privacy Considerations

4th June 2013: GC Seminar, Houston Challenges in Creating An Effective and Coordinated Global Compliance Program

9 September 2013: Chambers Latin America Awards 2013, Miami

10 September 2013: Launch of Chambers Latin America 2014, online

3rd October 2013: Chambers Bar Awards 2013, London

 

Chambers News

10 May 2012: Chambers Europe Awards for Excellence, Amsterdam