Overview Experience Recent Publications Real Estate Investment Trust (REIT) LEADERS Brian W. Kniesly New York VIEW ALL PRACTICE MEMBERS VIEW ALL PRACTICE PUBLICATIONS VIEW ALL PRACTICES OVERVIEW Gibson, Dunn & Crutcher’s Real Estate Investment Trust Practice Group provides services in the deal, tax and litigation-related aspects of REIT investing. The REIT group’s deal experience includes capital markets work, representing all parties in public and private transactions that include initial public offerings and debt and equity offerings. The group also handles: Acquisitions and dispositions of REITs and their assets, including joint ventures and spin-offs Tax issues encountered by public and private REITs REIT formation or conversion Ongoing REIT operations REIT sale or liquidation We pride ourselves on keeping abreast of the latest trends and issues, which allows us to advise on business and investment strategies, going beyond mere legal concerns. Our team of lawyers is skilled in virtually all REIT structures in the marketplace and all forms of real-estate-related assets owned by REITs. Our clients include key players in all aspects of REIT transactions, such as sponsors, issuers, investment banks, lenders and investors. Tax issues typically drive the initial structuring of REITs, the development of their business strategies, and the ongoing maintenance of REIT status under tax laws. The in-depth knowledge of Gibson Dunn’s tax practitioners is a critical element of our practice. Our team regularly advises on proper structuring to achieve tax-efficient business objectives and to facilitate target investors’ involvement. Investors may be taxable, tax-exempt or international, each presenting unique tax concerns. Our tax practitioners have a wealth of experience advising both real property and mortgage REITs, as well as integrating private REITs into investment fund structures. Our practice includes prelitigation counseling and litigation for complex cases. The group’s significant experience in specialized REIT transactions, combined with Gibson Dunn’s acclaimed Litigation practice, enable us to provide a sophisticated level of representation and counsel to REITs facing litigation. EXPERIENCE & RECENT REPRESENTATIONS Capital Markets Mergers and Aquisitions Prelitigation Counseling and Litigation The underwriter in a follow-on public offering of Class A common stock issued by a residential-mortgage-backed securities REIT. The underwriter in a $718.75 million public offering of 6.50 percent Series I cumulative convertible perpetual preferred stock issued by a leading senior living and health care REIT. An owner in connection with its “roll-up” and initial public offering and all of its corporate and finance activities since its IPO, including a $130 million debt offering, an omnibus “shelf” offering covering $325 million of debt and/or equity securities, the renegotiation of its credit facilities, a number of property acquisitions purchased with partnership units, follow-on equity offerings and general matters. The underwriters in a registered offering of approximately $480 million of common stock of a leading global industrial REIT. The underwriters in connection with the initial public offering of a REIT that owns and operates a portfolio of high-end multifamily properties located in the greater Seattle area; the REIT raised approximately $168 million in equity and $115 million principal amount of collateralized mortgage pass-through securities. The underwriter in the public offering of 4.00 percent notes guaranteed by a leading global industrial REIT. A REIT in connection with follow-on equity offerings, a public offering of senior notes, an omnibus “shelf” offering covering $175 million of debt and/or equity securities, a number of property acquisitions, formation of a “down-REIT” partnership and general matters. The underwriters in the public offering of 4.50 percent notes issued by a leading global industrial REIT. A mortgage-backed securities investment firm in its disposition of shares of a financial services REIT. The underwriters in a registered offering of $500 million of two series of unsecured senior notes of a leading global industrial REIT. RECENT PUBLICATIONS A Primer on Real Estate Investment Trusts, Business Trusts and Stapled Trusts in Singapore -September 2, 2021 IRS Releases Final Regulations Clarifying the Definition of Real Property for REITs -September 9, 2016 IRS Releases Temporary and Proposed Regulations Extending REIT Built-in Gain Recognition Period for Property Acquired from a C Corporation and Tightening the Rules for REIT Spinoffs -June 14, 2016 President Obama Signs Appropriations Bill Exempting Non-U.S. Pension Funds from FIRPTA, Taxing REIT Spinoffs, and Making Other Important Changes to the Taxation of U.S. Real Property Investments by Non-U.S. Investors and the REIT Rules -December 29, 2015 U.S. SEC Adopts Final Rules Implementing “Regulation A+” Offering Exemption for Offerings of up to $50 Million -April 22, 2015 Renegotiation of The France-Luxembourg Tax Treaty Targets Capital Gains on French Real Estate Companies -February 7, 2012 SITEMAP CLIENT EXTRANET LEGAL NOTICES MODERN SLAVERY STATEMENT PRIVACY POLICY COOKIE NOTICE CONTACT US ©Gibson, Dunn & Crutcher LLP 2021. 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