房地产投资信托基金(REIT)

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
  • 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