Real Estate Investment Trusts (REITs)

Orrick’s Real Estate Investment Trusts (REITs) Group advises on the full range of corporate finance, real estate, tax, investment management and ERISA issues involved in forming, financing and operating REITs.

We represent sponsors and underwriters of REITs in structuring, financing and operating private and public REITs.  We have particular expertise advising funds in formation in the emerging area of REO-to-Rental and are assisting with the formation of public and private REITs as ownership platforms in this area.  Most recently, we advised Silver Bay Realty Trust Corp. in its initial public offering (“IPO”), making it the first publicly traded REIT focused on the single-family rental market.

We have helped clients consolidate existing partnerships and properties into REITs, including compliance with federal and state securities laws regarding rollups and structuring relationships with subsidiaries and related entities. We represent sponsors and underwriters of real estate syndications and master limited partnership (MLP) securities and advise investors in such entities in proposed rollups or asset-purchase transactions affecting such investors. We also have deep experience representing the lenders to REITs and other entities participating in the financing of REITs.

  • The Orrick Difference

    Deep Resources

    Our REITs Group collaborates across offices and practice groups, enabling us to provide seamless advice on significant REIT transactions from an integrated team of lawyers.

    Leading Finance Practice

    Our deep resources in real estate, private finance, public finance and structured finance, as well as our relationships with investment banks and other advisors, provide us with a unique ability to advise clients on sophisticated real estate finance transactions.

    Recognized RMBS Practice

    An important complement to Orrick's REIT practice that adds unique value to our clients in connection with REIT securitization proposals is the firm’s substantial capacity in mortgage finance activities, especially the securitization of residential mortgage loans. We have acted as counsel to issuers, underwriters, credit enhancers and trustees in hundreds of public offerings and private placements of mortgage assets, and we consistently rank among the top issuer’s and underwriter’s counsel in the market.

    Broad Experience

    Private and Public REITs

    • Forming, financing and operating of REITs
    • Preparation of both debt and equity securities offering materials
    • REO-to-Rental

    Securities Law

    • Preparation of periodic reports
    • Applicability of securities law trading and disclosure issues
    • Stock exchange and blue-sky matters
    • Stock repurchase programs
    • Stock option and incentive compensation plans

    Compliance

    Consolidation

    Mergers & Acquisitions

    Tax Issues

    • Structuring UPREITs and acquiring properties with operating partnership units
    • Structuring executive compensation in the form of REIT options or operating partnership LTIP units
    • Avoiding "prohibited transactions"
    • Advice regarding compliance with REIT asset, income and other requirements
  • Silver Bay Realty Trust Corp. A REIT focused on the acquisition, renovation, leasing and management of single-family rental homes for rental income and long-term capital appreciation in its $263.4 million initial public offering (IPO), including full exercise of the over-allotment option, making it the first publicly traded REIT focused on the single-family rental market. Concurrently with the closing of the IPO, Silver Bay acquired an initial portfolio of single-family residential properties from entities associated with Two Harbors Investment Corp., an existing publicly traded REIT, and Provident Real Estate Advisors LLC, a private capital management firm, in exchange for equity interests in Silver Bay. Silver Bay intends to use the proceeds from the offering to purchase additional single-family properties in accordance with its acquisition strategy. Thus, the overall transaction involved a spin-off, an IPO and an acquisition.

    Redwood Trust. A public REIT, as issuer’s counsel in all of its pioneering public offerings of private label RMBS (11 securitizations, with an aggregate principal bond balance of more than $4.2 billion as of March 2013). These transactions have been the only public offerings of non-governmental mortgage-backed securities since the onset of the financial crisis and were recognized among the most innovative deals by the Financial Times in 2011. The transactions incorporate several features aimed at addressing some of the issues identified by regulators, investors, underwriters and issuers after the crisis. Orrick also provides strategic, policy and legislative advice to the CEO.

    Barclays as financial advisor to Spirit Realty Capital, Inc. with respect to a fairness opinion in connection with Spirit's acquisition of Cole Credit Properties Trust II, Inc., creating the second-largest publicly traded triple-net lease REIT in the U.S. with a combined enterprise value of $7.1 billion and 2,012 properties in 48 states.

    Copeland Properties in a complex $100 million Umbrella Partnership Real Estate Investment Trust (UPREIT) transaction that involved the contribution of a major portion of Copeland's California retail property portfolio to a Jamestown-sponsored REIT. The transaction afforded Copeland a $50+ million stake in Jamestown’s REIT while Jamestown assumed $50 of debt secured by the retail properties.

    A financial advisor to Glenborough Realty Trust Incorporated. An equity REIT formed by the consolidation or rollup of eight publicly-held limited partnerships.

    A major industrial and warehouse development company in a proposed IPO of a REIT to hold industrial and warehouse properties primarily located in Nevada and California.

    A prominent international real estate finance and investment company in a proposed IPO of a REIT focused on originating, investing in and managing commercial mortgage loans, CMBS and other commercial real estate-related debt investments.

    Legacy Partners Commercial. A developer and operator of office, research and development and industrial properties across the Western U.S., in the formation and private placement of shares in three separate REITs for tax-exempt institutional investors.

    Prime Finance Partners in the formation and placement of shares in two private REITs that acquire commercial real estate debt, including sub-performing and distressed debt.

    RREEF America. Two large private REITs that hold commercial real estate, in connection with tax advice and numerous real estate acquisitions and dispositions.

    U.S. Bank in negotiating revolving credit facilities to both existing REITs and REITs in formation, and in connection with a borrower’s proposed restructuring into a publicly traded REIT.

    Underwriters in SEC-registered offerings by REITs, such as U.S. Bantrust, RAMPAC (now Pan American Properties, Inc.), Pacific Southern Mortgage Trust and C/P Realty Trust.

Testimonials

This firm wins accolades for the depth of its bench and its multifaceted capabilities in relation to major real estate transactions, including financing, restructuring, acquisition and disposition matters.
Chambers USA, 2012
The firm has strong knowledge and experience and an impressive market share.
Chambers USA, 2012

Recognition