REITs & Real Estate M&A


When businesses need counsel at the intersection of real estate and the public markets, they turn to Goodwin, a proven leader and innovator. From the dawn of the REIT market in the 1960s through the modern REIT era that began in the early 1990s, our lawyers are the industry vanguard – helping to draft the Real Estate Investment Trust Act of 1960, pioneering the creation of the first public UPREIT structure, and successfully representing issuers in the largest and most complex REIT IPOs to date. And with the breakneck pace of technology disrupting industries around the world, we partner with our clients and embrace the promise and potential of innovation to make a lasting impact.

Goodwin has been consistently recognized as a leader serving the public REIT market, including in connection with alternative uses of the REIT vehicle, REIT conversions and innovative compensation structures like the modern LTIP partnership unit. As REITs have matured into a mainstream investment with expanded reach around the globe, the industry’s top players continue to rely on our expertise and dedication. And as REITs seek to take advantage of regulatory reforms that broaden their access to capital, such as new exemptions from registration or innovative equity securities, our lawyers are always first on the scene.

Real Estate M&A. We guide clients through public and private M&A transactions of all types in the real estate sector, including large-scale strategic public company M&A in all asset classes, buy-side and sell-side leveraged buyouts, management-led buyouts, strategic large-scale portfolio acquisitions, and special committee representation. Clients rely on the expertise we have developed over decades of structuring these complicated transactions and navigating the wide range of issues that arise. We have been involved on the buy or sell side in six out of the seven largest multifamily strategic public REIT M&A transactions in the U.S. to date.

IPOs and Roll-Up Transactions. Transitioning to the public markets is never simple for real estate companies and often requires the combination of multiple private investment vehicles in a complex roll-up transaction to form a REIT that can be introduced to the equity capital markets. Goodwin seamlessly blends the securities, M&A, real estate and tax capabilities necessary for these transactions to help clients transition from private to public. We have represented REITs across all asset classes in their IPOs, including Paramount Group, Inc. in the largest REIT IPO in history, totaling $2.6 billion in gross proceeds.

Public REITs. We represent public REITs through a full range of transactions and material events, including raising capital through the debt and equity capital markets, listing on national securities exchanges, advising on corporate governance and executive compensation matters, and counseling on disclosure and regulatory compliance. Our REIT clients are among the largest and most sophisticated in the industry, and we regularly provide counsel on the most cutting-edge issues confronting public REITs.

REIT Conversions, Spin-Offs and Alternative Investment Structures. Established public companies often seek to unlock value through a REIT conversion, a spin-off of one or more lines of business, and/or a structure that leverages their platform using private capital (institutional or retail). We assist our clients in structuring and executing these technically complex transactions, which often require a cross-disciplinary approach.

Strategic Portfolio Transactions. REITs often grow and/or recycle capital through strategic portfolio transactions. We leverage the breadth and depth of our expertise around real estate as an asset class to assist REITs with tax-structured OP unit exchanges; joint ventures with sovereign wealth funds, pension plans, endowments, and other capital allocators globally; and sophisticated portfolio acquisitions.