Real Estate Investment Trusts (REITs)

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One-Stop Counsel for REITs

Real estate investment trusts (REITs) must navigate numerous business, legal and regulatory challenges, including executing high volumes of acquisitions and dispositions on expedited bases, frequently accessing capital markets, complying with Securities and Exchange Commission (SEC) requirements, and addressing shareholder disputes.

Saul Ewing attorneys represent public and private REITs across a broad spectrum–from formation through public offerings to acquisitions and divestitures of investments and portfolios to disputes. Given our deep corporate and REIT experience in Maryland–where most REITs are organized–and our sophisticated securities and real estate experience, we serve as one-stop counsel for REITs. We advise REITs with properties across the United States who are active in all real estate asset classes, including: retail; offices; multi- and single-family residential; industrial warehouse and distribution; hotels, motels, resorts, and golf courses; colleges and universities; hospitals and medical offices; public and government buildings; and mixed-use facilities. Our corporate, securities, real estate and tax attorneys work effectively and efficiently together to close time-sensitive transactions.

Our team regularly handles matters related to:

  • Formation 
  • Real estate development, acquisitions, dispositions, joint ventures, mergers, financing and leasing
  • Financings and capital raises
  • Initial public offerings
  • Securities and regulatory requirements
  • Maryland REIT governance 
  • Corporate governance 
  • Shareholder disputes
  • Special trusts
  • Tax compliance
  • Labor and employment
  • Employee benefits
  • Landlord/tenant disputes
  • Tenant bankruptcies 
  • Redevelopment analysis
  • Construction contract negotiations
  • Proxy solicitation and 14a-8 Shareholder Proposals
  • Implementation of shareholder rights plans and other takeover defenses

With deep experience advising REITs on their unique matters, our attorneys excel at client service, employing a high level of responsiveness and a personalized approach while leveraging keen industry knowledge to identify pertinent issues and handle complexities.


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Saul Ewing attorneys advised on these select REIT representations:

Public Offerings & Financings

  • Corporate Office Properties Trust as Maryland REIT counsel in multiple securities offerings.
  • A mortgage REIT in connection with its initial public offering.
  • Liberty Property Trust as Maryland REIT counsel in the refinancing of its senior credit facilities.
  • A publicly traded REIT in connection with a securitized loan secured by three commercial properties in Brooklyn, New York.
  • A REIT with diversified residential mortgage assets as Maryland counsel in establishing an “at the market” equity offering program under which the REIT may offer and sell, from time-to-time, up to $100 million aggregate offering price of shares of its common stock.

Development, Acquisitions, Dispositions & Leasing

  • Pennsylvania Real Estate Investment Trust in its redevelopment of the new Market Street East Gallery retail center (rebranded as Fashion District of Philadelphia), comprised of three redeveloped city blocks and adjacent to a main rail station in Philadelphia, Pennsylvania. The project involves state and city funding, city programs, tax abatement and tax increment financing, as well as zoning/permitting and bringing in a $100 million joint venture to facilitate the project. We are advising on matters ranging from tax and financing to zoning to working with the Planning, Art and Historic Commissions; Pennsylvania Department of Transportation; and the Federal Highway Administration.
  • Select Income REIT and Government Properties Income Trust in their agreement to merge to create Office Properties Income Trust. The new office REIT will own more than 200 properties in 38 states and the District of Columbia, with undepreciated gross assets of $6.1 billion. The transaction also involves the distribution of Industrial Logistics Properties Trust by SIR and the secondary public offering of SIR shares by Government Properties Income Trust.
  • A large global REIT on multiple acquisitions, dispositions, tenant disputes, leasing matters and other real estate-related projects for several of its portfolio companies focused on retail properties, hotels, and industrial warehouses/distribution centers across the U.S., including in Alabama, California, Florida, Nevada, New Jersey and Pennsylvania.
  • RioCan Real Estate Investment Trust as lead U.S. counsel in the $1.9 billion sale to Blackstone Group LP of RioCan’s 49 U.S. shopping centers located in West Virginia, Virginia, Texas, Rhode Island, Pennsylvania, New York, New Hampshire, New Jersey, Maryland, Massachusetts, and Connecticut. We worked extensively with Canadian counsel to address various issues, including, without limitation, cross-border tax issues.
  • A joint venture with a private developer and a publicly traded REIT in connection with the acquisition and financing of a portfolio of multi-family apartment complexes in the Atlanta, Georgia metro-area.
  • An owner and operator of skilled nursing and assisted-living facilities in its sale to a public health care REIT for $600 million in cash.
  • A nationwide medical office REIT in acquiring a property in Washington state.
  • A New York-based REIT in the disposition of a medical arts building in Fairfax, Virginia.
  • A New York-based REIT in the disposition of multiple medical arts buildings in Port Jefferson, New York.
  • A large industrial REIT in numerous leasing matters.

Corporate Governance

  • Commonwealth REIT, a multi-billion-dollar office REIT, as Maryland counsel on corporate and litigation matters in defending it in a hostile proxy fight initiated by Corvex Management LP and Related Fund Management LLC.
  • Investors in a public REIT in their solicitation of proxies in opposition to the management slate of directors.
  • Senior Housing Properties Trust as Maryland REIT counsel in connection with its successful filing of a 14a-8 no-action letter with the Securities and Exchange Commission.
  • Independent directors and trustees of several REITs in connection with shareholder demand responses and shareholder activist issues.
  • The special committee of a self-managed REIT in connection with duties of its directors in potential transactions involving conflicts of interest.
  • A dissident shareholder in launching a proxy fight for representation on the board of a shopping mall REIT.
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