Overview

With extensive experience structuring, organizing and capitalizing REITs and other real estate platforms, our globally integrated team provides comprehensive, seamless advice on all types of transactions.

Mayer Brown’s REITs practice provides capital markets and securities and tax compliance advice to a wide range of companies engaged in the real estate industry, including public and private equity REITs, mortgage REITs, public and private partnerships, financial advisers, sponsors and intermediaries, pension funds, other domestic and international institutional investors, and underwriters and placement agents to REIT clients. Our clients own properties in all asset classes across the globe, including retail properties, multifamily residential properties, hotels and motels, health care facilities, as well as office and industrial and logistics properties.

We represent our clients in significant securities offerings, both registered and unregistered; corporate acquisitions; mergers and restructurings; large portfolio transactions; individual property acquisitions and dispositions; joint ventures; and development, financing and leasing activities. The diversity of our clients and our global presence provides us with a thorough understanding of the business objectives, issues and concerns of issuers and investors, institutions and entrepreneurs, underwriters, placement agents, buyers and sellers of real estate and borrowers and lenders around the world.

In addition, we represent mortgage REITs that acquire or invest in first mortgages, distressed property mortgages, mezzanine financings, credit risk transfer securities, mortgage-backed securities or a combination of equity real estate interests and loans secured by real property.

We make use of cross-disciplinary teams by working with our partners in Corporate, Real Estate, Finance, Tax, ERISA, Restructuring, Environmental and Litigation, among other practices, to provide "best practices" on all matters for our clients in the real estate industry.

As one of the largest law firms in the world, we also provide general corporate and securities advice to companies around the world, including many Fortune 500 and FTSE 250 issuers. We bring the same resources to bear for our real estate industry clients in connection with:

  • The formation and organization of REITs, UPREITs and non-listed public REITs including roll-up transactions, spin-offs, formation of “downREIT partnerships” and conversions of existing corporations and partnerships into REITs
  • The formation of institutional and other real estate private equity and debt funds and joint ventures
  • Public and private M&A transactions, including tender and exchange offers
  • Debt and preferred equity portfolio financings
  • Portfolio acquisitions and dispositions, including contribution and OP unit transactions
  • Innovative acquisition strategies through joint venture and other arrangements
  • Initial public offerings
  • Private and public debt offerings, common and preferred equity and convertible securities, including continuous offerings, at-the-market offerings and rights offerings
  • Mortgage-backed securitizations
  • Stock repurchase programs, including open market and negotiated repurchases
  • Redemptions and forced conversions
  • Capital and liability management of existing capital structures, including tender offers, exchange offers, buy-back programs, consent solicitations and negotiated redemptions and conversions

Praxis

Recent experience includes:

  • Prologis, Inc. Represented ProLogis in a stock-for-stock merger of equals with AMB Property Corporation. The combined company will be named ProLogis and will remain the largest industrial REIT in the United States, with a pro forma equity market capitalization of approximately $14 billion, a total market capitalization in excess of $24 billion and gross assets owned and managed of approximately $46 billion.
  • Züblin Immobilière France. Represented Züblin Immobilière France in the Rule 144A/Reg S €1 million capital increase of free ordinary shares.
  • Charter Hall Office REIT. Represented Charter Hall Office REIT, an Australian real estate investment trust, in connection with its $1.7 billion sale of its US portfolio, consisting of direct and joint venture interests in fourteen office properties, to Beacon Capital Partners LLC.
  • The Children’s Investment Fund. Represented The Children’s Investment Fund (TCI) in relation to the acquisition and disclosure of its interest in Hong Kong’s largest REIT, valued at HK$34 billion. The same REIT is also Hong Kong’s largest privatization to date and the world’s largest IPO of a REIT.
  • Prologis, Inc. Represented Prologis, Inc. in the approximately $1.2 billion offering of common stock.
  • Charter Hall Retail. Represented Charter Hall Retail in the $168 million sale of its 60 percent interest in a United States portfolio of properties to Desco Group.
  • The Hong Kong Mortgage Corporation. Represented for The Hong Kong Mortgage Corporation in its purchase of a mortgage loan portfolio of HK$4 billion (approximately US$512.8 million) from the Link REIT. This was the first-ever sale of a mortgage loan by a real estate investment trust in Hong Kong and the Link REIT is the first and largest REIT listed in Hong Kong.
  • Citibank. Represented Citibank, as agent for syndicate of banks, in the HK$2.95 billion term loan and revolving credit facilities for partial financing of Champion REIT’s acquisition of Langham Place. This transaction won the “Debt Market Deal of the Year” award from Asian Legal Business (2009).
  • DCT Industrial. Represented DCT Industrial Operating Partnership LP in the $225 million private placement of senior notes.
  • BofA Merrill Lynch, Citigroup and RBC Capital Markets. Represented BofA Merrill Lynch, Citigroup and RBC Capital Markets as joint book-running managers in the $311 million initial public offering of common stock by CoreSite Realty Corporation.
  • HSBC. Advised HSBC with respect to two bond issues in Vietnam, the liquidation of a REIT and the formation of several MPF/ITCIS funds.
  • ProLogis European Properties. Represented ProLogis European Properties in the €61 million offering of convertible preferred units.
  • Wells Fargo Securities. Represented Wells Fargo Securities as dealer manager in Duke Realty Limited Partnership’s offer to purchase for cash any and all of two series of senior notes and up to $50 million maximum payment amount for four series of senior notes.