The Real Estate Capital Markets group of DLA Piper offers clients practical and innovative solutions for their evolving real estate capital markets needs.
Our real estate capital markets team uses an interdisciplinary approach to serve the wide ranging needs of our clients both domestically and abroad. Many of these lawyers possess in-depth experience in related legal disciplines, including corporate finance; securities regulation; leasing; federal, state, local and international taxation, and employee benefits and ERISA. Further, our clients benefit from the experience of more than 550 lawyers worldwide who make up our firm's commercial Real Estate group.
Real Estate Private Equity
Real estate private equity funds represent an integral component of our real estate capital markets practice, encompassing the corporate and securities, tax, ERISA, '40 Act, and real estate disciplines. Lawyers in this group are familiar with industry best practices and are well-versed in the structuring and formation of a wide variety of real estate private equity funds, including those adopting a private REIT structure. A significant aspect of this representation involves the formation and structuring of sponsor ownership vehicles in a tax-efficient manner to maximize after-tax incentive payments to sponsors, their owners, and their employees.
In addition to extensive U.S.-based real estate fund work, we represent fund sponsors in connection with the structuring and formation of funds investing in markets throughout Europe and Asia. We also represent a number of funds in connection with co-investments, acquisitions, joint ventures, dispositions, leasing, environmental, development, and financing transactions.
Our fund representation includes all real estate investment strategies involving both business strategy and asset type. We represent core, value-added and opportunity funds, as well as property sector-specific funds, mezzanine loan funds, real estate securities hedge funds, and funds that focus on structured finance products. We also represent institutional investors in connection with their fund investments, including insurance companies, ERISA and government pension plans, REITs, financial institutions, investment banking firms, endowments, and public and private universities.
Public and Private REITs and Real Estate Operating Companies
DLA Piper is one of the preeminent law firms in the REIT and real estate securities industry. Our tax practitioners are familiar with all aspects of REIT taxation, including the use of operating partnerships in UPREIT structures, long term incentive plan (LTIP) units, and the pension-held REIT rules. Since the early 1990s, our lawyers have played a significant role in advising publicly traded REITs, private REITs, and real estate operating and finance companies at all stages of their life cycles, from REIT formation, roll up transactions, and initial public offerings to secondary debt and equity offerings, OP unit and downREIT transactions, complex acquisition and financing transactions, and M&A transactions. We have represented clients in all sectors of the REIT industry, including the office, industrial, multifamily, mortgage, and hospitality sectors. We have handled some of the most unusual and complex REIT-related transactions, including the first merger of two publicly traded UPREITs. We also have represented the largest publicly held REITs in the U.S. in joint venture transactions to acquire interests in European real estate.
We represent a number of real estate owner/operators, tax-exempt institutional investors, foreign investors, and private equity funds in a wide variety of private REIT transactions. We represent a number of Germany's largest open-end real estate funds in connection with the structuring and formation of private REIT transactions. We have significant experience in using private REITs as part of the organizational structure of private equity funds to minimize taxes for tax-exempt investors, foreign investors, and fund sponsors. We represent owner/operators in connection with "incubator" transactions involving the formation of private REITs that intend to pursue a "going public" exit strategy.
Our lawyers represent many underwriters in connection with publicly registered REIT debt and equity offerings. We have served as underwriters' counsel for numerous IPOs and have been designated as primary underwriters' counsel for offerings by many other REITs.
Our tax lawyers have broad experience in REIT tax compliance issues and are adept at structuring REIT roll up, UPREIT, and downREIT property contributions to REITs in a tax-efficient manner. Our tax lawyers work closely with our nationally recognized Government Affairs group on legislative matters affecting REITS. They are actively involved in the trade organizations that are instrumental in formulating REIT tax legislative and regulatory proposals such as the National Association of Real Estate Investment Trusts, the Real Estate Roundtable, and the Association of Foreign Investors in Real Estate. We also have substantial experience dealing with employee benefit and ERISA plan asset issues in connection with public and private REIT transactions.
Publicly Registered Non-Listed REITs
DLA Piper is one of the few firms in the U.S. with an extensive practice in the formation of "non-listed" REITs (REITs that issue securities registered with the SEC and applicable state agencies, but do not trade on a stock exchange), acting as primary securities and tax counsel for some of the nation's largest non-listed REITs. Members of our real estate capital markets team have extensive experience dealing with the often rigorous securities registration process at both the federal and state levels. As a result of our extensive network of clients, we have developed working relationships with the state blue sky examiners, and are sensitive to issues that are of particular importance to various state examiners. We also advise a number of non-listed REITs on the securities and federal tax aspects of their tenancy-in-common (TIC) programs.
UpCorp Structuring
Our team is knowledgeable on the mechanics and implementation of the UpCorp structure. This innovative structure is currently being used by real estate companies that, due to a variety of factors, cannot qualify for REIT elections or, because of long lag times between investment of funds and the generation of cash flow, are not well suited for a yield-based structure such as REITs. Through the use of the UpCorp structure, these types of companies can now access the public capital markets. We are currently working on UpCorp transactions for several clients including a condo hotel business and an urban core area redeveloper.
Joint Venture Transactions
Another major aspect of our real estate capital markets practice involves real estate joint venture transactions. The breadth of our tax, ERISA, corporate, and real estate experience enables us to effectively represent of clients with the formation, structuring, acquisition, and disposition of real estate joint ventures. Our clients include private equity funds, public and private REITs, tax-exempt organizations, other institutional investors, and major developers. We have extensive experience with virtually every asset class of real estate joint ventures in both development and investment transactions. Our transactions have involved real estate joint ventures in foreign jurisdictions where we have represented private equity funds and public REITs with both portfolio acquisition and development joint ventures.
Real Estate Finance
We have one of the most active real estate finance practices in the world. On the borrower side, our lawyers represent a significant number of private equity funds, public REITs, and other institutional investors. On the lender side, we represent many of the top global financial institutions. Transactions in which we have extensive experience include syndicated credit lines for private equity funds and REITs, debt securitizations, credit lease transactions, repurchase loan facilities, warehouse loan facilities, construction and development loan facilities, and conduit financing. We also have extensive experience in preferred equity and mezzanine loan transactions.