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Real Estate - REITs & Capital Markets
Our REITs and Real Estate Capital Markets group is an interdisciplinary team of lawyers focusing on issues related to real estate; commercial finance; federal, state and local taxes; corporate law; joint ventures; and securities law. Affiliated with Thompson Hine’s nationally acclaimed Real Estate group, our industry-focused team of more than 40 lawyers provides advice and counseling on our clients’ wide-ranging real estate capital markets needs. Below you'll find more information about Real Estate Private Equity; Public and Private REITs; Joint Venture Transactions; CMBS, CRE CDOs and Real Estate Finance; and Representative Matters.
Real estate private equity funds are an integral component of our real estate capital markets practice. We provide advice regarding the private equity, corporate and securities, tax, ERISA, ’40 Act and real estate disciplines. Our broad experience provides our clients with the benefit of industry best practices. We have handled the formation and structuring of a wide variety of real estate private equity funds, including those adopting a private REIT structure.
Our fund representation encompasses a broad range of real estate investment strategies in terms of both business strategy and asset type. For example, we represent core, value-added and opportunity funds, as well as property sector-specific funds, mezzanine loan funds and real estate hedge funds. We also represent a substantial number of institutional investors in connection with their fund investments, including insurance companies, ERISA and government pension plans, REITs, financial institutions, funds of funds, investment banking firms, endowments and public and private universities. We represent both sponsors and investors in real estate private equity fund transactions. Our REIT experience is invaluable when a private equity fund is structured as a private REIT or when a private REIT subsidiary is incorporated into the fund structure for tax planning purposes. We also represent a number of funds in connection with co-investment, acquisition, joint venture, disposition, leasing, environmental, development and financing transactions.
Thompson Hine is an active participant in the REIT and real estate securities industry. Our tax practitioners are familiar with all aspects of REIT taxation, including the use of operating partnerships in UPREIT structures and the pension-held REIT rules. Our lawyers provide counsel to both publicly traded and private REITs, as well as real estate operating and finance companies at all stages of their life cycles, from REIT formation, roll-up transactions and initial public offerings to secondary debt and equity offerings, OP unit and downREIT transactions, complex acquisition and financing transactions and mergers and acquisitions. We have represented clients in many sectors of the REIT industry, including office, retail, multifamily and hospitality.
We also have advised boards of directors of REITs and other companies in transactions involving related parties or affiliated parties. We represent a number of real estate owner/operators, tax-exempt institutional investors, foreign investors and private equity funds in a wide variety of private REIT transactions. We currently represent a number of domestic open-end real estate funds in connection with the structuring and formation of private REITs. We also have significant experience in using private REITs as part of the organizational structure of private equity funds to minimize taxes for tax-exempt investors, foreign investors and fund sponsors.
Our clients include equity and mortgage REITs, C corporations, real estate funds, partnerships and other owners of real estate, other real estate companies and lenders. We have been involved in transactions for REITs and other real estate companies owning or providing mortgage financing for office buildings, retail properties, apartment properties, hotels, storage facilities, health care properties, shopping centers, automobile dealerships, congregate care housing, bank branches, timberland and subordinated and residual interests in securitized residential and commercial mortgage loans.
Another important aspect of our real estate capital markets practice involves real estate joint venture transactions. The breadth of our tax, ERISA, private equity, corporate and real estate experience enables us to effectively represent a broad array of clients in connection with the formation, structuring, acquisition and disposition of real estate joint ventures. Our clients in the joint venture arena consist of private equity funds, public and private REITs, tax-exempt organizations, other institutional investors and major developers. We have extensive experience with virtually every asset class of real estate joint ventures in both development and investment transactions.
CMBS, CRE CDOs and Real Estate Finance
We have an active real estate finance practice. On the borrower side, we represent a significant number of private equity funds, public REITs and other institutional investors. On the lender side, we represent many of the top financial institutions. Transactions in which we have extensive experience include syndicated credit lines for private equity funds and REITs, debt securitizations, CDOs, credit lease transactions, warehouse loan facilities, construction and development loan facilities and conduit financing. We also have extensive experience in preferred equity and mezzanine loan transactions. The diversity of our real estate industry clients enhances the breadth of our experience in handling financing transactions and addressing the ongoing disclosure, reporting and tax compliance issues that arise in such transactions.
- Represented a private equity fund in the lodging sector, including structuring and counsel during the solicitation process, as well as in 11 direct project investments totaling approximately $100 million and exit dispositions on six of the assets.
- Represented two largely institutional, private equity funds, with total capitalization of approximately $1 billion, in direct project investments and dispositions, including two mixed-use projects in California, greenfield development in Alabama and urban infill redevelopment in Washington state.
- Represented a NYSE-listed lodging REIT in the restructuring of its leases and management agreements for a $400 million portfolio of hotel properties.
- Represented a national developer in structuring and negotiating a $1.2 billion sale of a regional mall portfolio involving 21 properties in 14 states to a NYSE-listed REIT.
- Represented an AMEX-listed lodging REIT through the initial listing process in the acquisition of a 10-hotel portfolio located in several southwestern states and served as general counsel to the company responsible for REIT compliance and other governance issues.
- Represented a joint venture between a developer and a state pension fund in structuring a project investment for a $320 million mixed-use development and subsequent recapitalization and joint venture with a public REIT.
- Assisted with representation and structuring of a joint venture between a developer, a pension fund and a public REIT for project investment in the acquisition and $200 million redevelopment of a significant retail center.
- Represented a major investment house in a $200 million opportunity fund joint venture with a large real estate institutional investor, as well as representation of the joint venture in an expected $1 billion of direct project investments through subsidiary joint ventures with regional developers.
- Formation of REMIC and structuring of public and private debt financing for a national portfolio of hotel properties.
- Represented public REIT in formation of a $200 million asset-backed securities fund and negotiation of related investment management agreement and joint venture.