Powell Goldstein is one of the few law firms in the country that represents publicly traded REITs, non-traded REITs and private REITs. Our lawyers have counseled REITs in connection with public offerings, Rule 144A offerings and private placement offerings involving nearly every asset class, including self storage, healthcare, office, industrial, multi-family and mortgage. We have structured UPREITs and DownREITs so our clients can offer sellers of properties the ability to defer taxable gain by issuing operating partnership units as currency.

Our REIT Team brings a multi-disciplinary approach to representation of our real estate industry clients working as a team on sophisticated legal and business issues associated with these clients. Our lawyers have extensive experience handling matters in the areas of state and federal securities laws, corporate governance, tax and ERISA laws, complex real estate and corporate transactions and other relevant practice areas. We strive to enhance your business by leveraging our strategic relationships with industry professionals and maintaining goodwill with regulators.

We have extensive experience representing real estate industry clients in strategic joint ventures, mergers and acquisitions, equity and debt offerings, internalization transactions and other exit strategies. In addition to our extensive experience in the REIT industry with private, non-traded and publicly traded REITs, our REIT Team represents many clients in other real estate related areas including long-term healthcare real estate companies, public direct participation programs, and tenant-in-common programs.

Below are more detailed descriptions of some of the vast real estate industry experience of our REIT Team.

Non-Traded REITs

Non-traded REITs are publicly-registered REITs, the shares of which are not listed for trading on a national securities exchange. As a result, these REITs are regulated by the SEC, FINRA (formerly known as the NASD) and the states. Our lawyers have been at the forefront of the growing non-traded REIT industry for much of the past decade representing some of the premier sponsors in the industry and have helped shape the current regulatory environment. Our lawyers have worked extensively with the various regulators in negotiating the applicability of SEC Industry Guide 5, FINRA Rules and the NASAA Guidelines ("blue sky" regulations) to public offerings for our non-traded REIT clients. During that time, we have earned the respect of these regulators by having in-depth industry knowledge and an understanding of their concerns, while at the same time zealously representing our clients' interests. We utilize our extensive industry knowledge and contacts to advise our clients through every phase of the unique aspects of the industry from the outset of our representation.

Our representation of non-traded REITs includes representation of the affiliated broker-dealer in structuring the underwriting compensation in accordance with the 10% compensation limits imposed by FINRA and registering the public offering with FINRA.

One of our lawyers played a prominent role in an internalization transaction involving one of the premier sponsors in the industry and a multi-billion dollar non-traded REIT in contemplation of an initial public offering. This internalization experience is invaluable to new sponsors as we work with them to structure their advisory agreements and otherwise provide advice about the internalization process.

Publicly-Traded REITs and Real Estate Companies

We have served as general corporate and securities counsel and employee benefits counsel to publicly traded REITs and other public real estate companies for over a decade. We have counseled clients regarding compliance with federal securities laws, NYSE listing standards and general corporate governance, including implementation of the mandates under the Sarbanes-Oxley Act of 2002 and related SEC rules. We have counseled these clients in a vast array of capital markets transactions, which are more particularly described below. 

We have advised and represented public REITs and public entities involved in the healthcare industry that had significant real estate holdings in the following types of transactions:

• Registered Offerings - follow-on offerings, dividend reinvestment and stock purchase plan offerings, shelf registration statement offerings, secondary offerings of common stock, preferred stock offerings, and rights offerings
• 144A Private Placements of Debt and Related Exchange Offers
• Private Placements of Common and Preferred Stock
• Tender Offers and Redemptions
• Mergers and Acquisitions - public and private merger transactions, spin-off transactions, asset purchases and sales, and comprehensive recapitalizations and restructurings
• Portfolio Management
• National Discovery Counsel
• Commercial Litigation - contract litigation, partnership and joint venture disputes, business and commercial tort claims, claims for indemnification, suits on notes and guarantees, noncompetition and trade secrets claims, landlord tenant disputes and dispossessory actions
• Real Estate Matters - negotiation of leases and lease amendments, preparation of mortgages and other customary documents in connection with secured financings, and addressing various title issues such as easements and related issues
• Executive Compensation
• Bankruptcy Matters
• Financings - secured revolving and term loan credit facilities, unsecured revolving credit facilities, debtor-in-possession revolving credit facilities, and mortgage refinancings
• Administrative Services Agreements

Private REITs

We have extensive experience representing real estate sponsors and financial institutions in the formation of private REITs (privately-offered REITs). Our lawyers assist these REITs in conducting securities offerings under Rule 144 A or Regulation D under the Securities Act and related "blue sky" matters. We work closely with our private REIT clients in handling corporate governance and REIT compliance matters. We represented one of our private REIT clients in the sale of substantially all of its healthcare assets to a large non-traded REIT.

Public Direct Participation Programs

Our attorneys have also represented sponsors of direct participation programs ("DPPs") in the formation of their entities and registration of their public offerings. The legal issues associated with these DPPs are substantially similar to those described above for non-traded REITS, including dealing with the same regulators at the SEC, FINRA and the various states.

Tenant in Common Programs

Our attorneys have represented real estate sponsors and broker-dealers in a number of real estate sponsors in connection with their tenant in common ("TIC") programs. We have provided our clients with daily securities law, tax law and real estate law advice in connection with the administration of these programs.