Real Estate Investment Trusts

Real Estate Investment Trusts are vehicles for the capitalization and operation of large commercial real estate investments, or other investments in real estate, including mortgage loans.  The creation and operation of a REIT requires a broad range of sophisticated legal services, including extensive real estate, corporate, tax, and securities work. Winston & Strawn’s attorneys are experienced in planning and implementing a variety of organizational and real estate ownership structures used for REIT formations and transactions, and are knowledgeable with regard to the complex requirements of asset ownership and character of income that must be met in order to qualify for pass-through tax treatment under the Internal Revenue Code (i.e., REIT status).

We have extensive experience with REIT transactions through our representation of companies such as Prime Retail, Inc., Prime Group Realty Trust, Capital Automotive REIT, Macquarie Real Estate Inc., AMLI Commercial Properties, and underwriters such as Friedman, Billings, Ramsey & Co., Inc., Wachovia Securities, RBC Capital Markets, and Raymond James.  These representations have included our involvement with the private placement of debt, securitization of debt, public and private preferred and common equity offerings, recapitalizations, trust preferred securities, asset purchase and dispositions, Section 1031 exchanges, and mergers and acquisitions.

As members of the National Association of Real Estate Investment Trusts, Inc. (NAREIT), Winston & Strawn lawyers stay abreast of the leading issues facing the REIT industry.

Winston & Strawn’s attorneys  have participated in numerous REIT deals, focusing on issues such as the maintenance of REIT status under the Internal Revenue Code, clearly defining restrictions on asset ownership and REIT operations, and securities law requirements implicated, when applicable, by “UpREIT” partnership structures.