Morris Manning & Martin, LLP

Real Estate Capital Markets (REITs)

The Real Estate Capital Markets Practice at Morris, Manning & Martin serves clients seeking to access the capitalmarkets. For more than 30 years, our lawyers have assisted clients in raising billions of dollars for deployment in realestate ventures. We represent real estate fund sponsors, public and private REITs, real estate developers and operators,financial institutions, institutional investors and asset managers, both in the U.S. and abroad. Our experience includescomplex equity and debt investments, private and public equity offerings, UPREIT transactions, restructurings, and REITmergers and acquisitions. Our sophisticated transactional practice touches every real estate asset class, includingaffordable housing, brownfield, condominium, healthcare, hotel, industrial/distribution, mixed-use, multifamily, office,opportunity zone, resort, retail and student housing.

Market Innovators

As dealmakers and innovators, our Real Estate Capital Markets Practice routinely structures, negotiates, documents and closes private and public equity offerings for REITs, real estate limited partnerships, timber funds, strategic joint ventures, debt funds, tax credit funds, bond financings and UPREITs. We add a comprehensive knowledge of the real estate industry, key industry contacts and a multidisciplinary approach to the sophisticated legal and financial issues that drive complex real estate transactions. Because of the depth of our practice, we bring our clients practical knowledge of the current thinking on complex securities, tax, environmental, bankruptcy, ERISA and technology concerns that drive deals.

Collaborative Synergy

Our lawyers look beyond the legal issues facing our clients in order to understand and counsel our clients on the critical business issues confronting them. By doing so, we become valued business partners. In our Real Estate Capital Markets Practice, we live by the credo that our clients’ success is the only true measure of our success. We are with our clients for the long term as they grow and diversify in order to meet the challenges of an ever-changing and increasingly competitive market environment. We are leaders in the field, crafting unique legal solutions to complex issues. We add value to our clients’ businesses with our focus on strategic relationships and our ability to use our goodwill with regulators and key business partners to our clients’ advantage.

Transaction Guidance

Drawing on our broad and diverse experience, we are able to design and implement cutting-edge deal structures. Because we represent some of the nation’s largest financial institutions, pension funds, institutional investors, investment advisers and asset managers, we know what the markets will accept and can advise our clients accordingly. Whether conducting a $3.3 billion REIT public offering, buying, capitalizing and financing a $300 million destination golf resort development community, handling all aspects of a $250 million urban brownfield mixed-use multiphase development, handling a $3 billion public REIT merger or representing amultibillion-dollar institutional investment fund in its investments and tax planning in offshore hotel and condominium resorts, our lawyers bring an unparalleled level of experience to the full spectrum of real estate transactions.

Public Funds

Our attorneys represent publicly-held and private real estate funds and REITs in their interactions with investors, lenders and regulators, such as the SEC and FINRA. Our lawyers have substantial experience preparing offering circulars and registration statements, and advising clients as to market and regulatory trends. We also provide practical and insightful tax counseling to our real estate fund and REIT clients.

Securities Regulatory Compliance

Funds and other alternative investment vehicles of all types, as well as their advising and managing entities and placement agents, can require detailed analysis to determine the impact of potential regulatory and registration requirements under the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940 and the Investment Advisers Act of 1940. In addition, many types of investment vehicles, including publicly registered non-listed REITs, must register their securities under the Blue Sky laws of each state in which offers and sales are made, and their offerings are subject to heightened scrutiny by FINRA. Our lawyers understand the multiple layers of regulation and are able to navigate clients through them effectively and efficiently. For our issuer clients, we also assist in developing securities compliance policies and procedures, valuation policies and procedures, and conflict resolution guidelines.

Key Services: 

  • Blind pools
  • Bond financing
  • Credit enhanced financing
  • Debt funds
  • Delaware Statutory Trusts
  • Direct participation programs
  • Down REITs
  • Follow-on offerings
  • Industrial development
  • Initial public offerings
  • Listed REITs
  • Non-listed REITs
  • Partnerships & joint ventures
  • Private REITs
  • Private placements
  • Public funds
  • Regulation A+ offerings
  • REIT M&A
  • Syndicated loans
  • Tax allocation bonds
  • Tax credit funds
  • Tax-exempt development
  • Timber REITs
  • UPREITs
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Areas of Focus

REIT Mergers & Acquisitions

Meet the Team »

Morris, Manning & Martin is a recognized leader in the mergers and acquisitions practice area and has particular depth in REIT M&A transactions.  We counsel companies in transactions that are valued from a few million to multiple billions of dollars, and we have unique experience representing real estate funds and companies in their M&A transactions. Additionally, we regularly use our deep nationwide contacts with various investors, debt sources and other players in middle market M&A in order to facilitate transactions.

We are result-oriented, efficient and extremely responsive to our clients.  We have always been a business-oriented firm.  We have worked hard to maintain a cost structure that allows us to staff deals leanly, while still giving us the bandwidth to attack large, fast moving transactions.  We hand pick “client teams” for each client and transaction.  Clients tell us that our approach results in greater efficiency and improved results from what they have experienced elsewhere.

Our team has assisted many REIT clients with structuring sales and mergers of entire portfolios, as well as managing orderly sales of properties and assets. For example, our team recently represented a non-listed REIT in its acquisition of a real estate investment platform and subsequent listing on the NYSE, a transaction valued at over $10 billion. Our attorneys also served as special counsel to the publicly listed REIT in its subsequent merger with another publicly listed REIT, a transaction with an estimated value of $21.5 billion, the largest in its sector.  The MMM team also recently advised a special committee of a listed REIT board of directors in a potential merger transaction.  In these types of transactions, our team advises on all aspects, including unique tax and corporate governance matters.  Whether representing the external advisors, special committees, or the REIT itself, our team works closely with our clients to select the best disposition option or combination of options that maximizes shareholder value.  

Some of our recent REIT M&A experience includes:

$11.2 billion Representation of a publicly-listed REIT in its merger with another publicly-listed REIT. The transaction created the largest net-lease REIT with an estimated value of $21.5 billion.
 $4.75 billion Representation of the special committee of the board of directors of a publicly offered non-listed REIT in its acquisition of a publicly offered non-listed REIT and simultaneous self-management transaction (merger pending).  
 $3.0 billion Representation of a publicly offered non-listed REIT in its acquisition by a publicly-listed REIT.
 $1.2 billion UPREIT acquisition of 55 commercial office properties in ten states including issuance of partnership units and assumption of $400 million in debt for a NYSE-listed REIT. 
 $500 million Representation of a publicly offered non-listed REIT in the acquisition of a national real estate investment management firm and subsequent listing on the New York Stock Exchange (“NYSE”).