Overview

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.

Experience
Representative Experience
  • Representing a client in connection with a $40 million synthetic lease transaction for lessee of new distribution center in California.
  • Representing a client in connection with $200 million in financings for LIHTC properties and other multifamily projects located in various states and Puerto Rico, including representation of Fannie Mae DUS lender, letter of credit issuer, construction lender and long-term lender.
  • Representing a client in connection with a $165 million long-term, multistate portfolio financing for owner of seven shopping centers.
  • Representing a client in connection with county loans and county-issued bonds for tax-increment financing for the redeveloper of freestanding retail franchise stores in more than 30 states.
  • Representing a client in connection with financing the construction of a minor league baseball stadium.
  • Representing a client in connection with construction and permanent loans on properties throughout the United States, including for conduit programs.
  • Representing a client in connection with execution of financing exit strategies, including release of properties from portfolio sale/leaseback transaction and defeasance of conduit loans.
  • Regularly serving as Ohio counsel for multistate financing and other transactions, including issuance of legal opinions.
  • Representing a client in connection with a deed in lieu of foreclosure for shopping center/office projects.
  • Representing a client in connection with a workout for lead bank of multilender, multistate construction line of credit for assisted living facilities.