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Karolyn E. Johnson

Kerry E. Johnson

Partner

Co-Chair, US Real Estate Sector

About

Kerry Johnson concentrates on capital markets and securities offerings, mergers and acquisitions (M&A), corporate governance and general corporate law. Her primary focus is the real estate industry, particularly public exchange-listed real estate investment trusts (REIT).

A significant portion of Kerry's practice includes representation of public exchange-listed REITs and their underwriters in initial public offerings (IPO) and other public and private offerings of equity and debt securities. Kerry also has experience in negotiated and contested REIT M&A transactions and related corporate governance and stockholder activism matters, serving as counsel for buyers, sellers and special committees of public REIT boards.

Kerry regularly advises public companies and boards on corporate governance, Securities Act and Exchange Act disclosure and compliance matters, NYSE and Nasdaq listing requirements and capital raising, investment and other strategic transactions.

Bar admissionsIllinoisNew YorkNorth Carolina

EXPERIENCE

Representative M&A Transactions
  • STORE Capital Corporation (NYSE: STOR) in its US$14 billion pending cash merger with affiliates of GIC and Oak Street Real Estate Capital, a division of Blue Owl Capital, Inc. (NYSE: OWL)
  • Resource REIT, Inc. in its US$3.7 billion cash merger with Blackstone Real Estate Income Trust, Inc.
  • Conflicts Committee of the Board of Directors of Cottonwood Communities, Inc. in its US$90 million stock merger with Cottonwood Multifamily Opportunity Fund, Inc.
  • AXA Investment Managers in its US$1.2 billion acquisition of NorthStar Realty Europe Corp. (NYSE: NRE)
  • LaSalle Hotel Properties (NYSE: LHO) in its US$5.2 billion cash/stock merger with Pebblebrook Hotel Trust (NYSE: PEB)
  • Hatteras Financial Corp. (NYSE: HTS) in its US$1.5 billion cash/stock merger with Annaly Capital Management, Inc. (NYSE: NLY)
Representative Capital Markets Transactions
  • Highwoods Properties, Inc. (NYSE: HIW) in public offerings of equity and debt securities with an aggregate value of more than US$4.3 billion
  • STAG Industrial, Inc. (NYSE: STAG) in its roll-up IPO and follow-on public offerings of common and preferred equity securities with an aggregate value of more than US$5.0 billion (including forward sale transactions)
  • STORE Capital Corporation (NYSE: STOR) in its US$377 million private placement of common stock to an affiliate of Berkshire Hathaway and numerous follow-on public offerings of equity and debt securities with an aggregate value of approximately US$5.5 billion
  • SmartRent, Inc. (NYSE: SMRT) in its US$2.2 billion IPO via a de-SPAC reverse merger with Fifth Wall Acquisition Corp. I (Nasdaq: FWAA)
  • Equity Residential (NYSE: EQR) in its $500 million public offering of debt securities (issued as “green” bonds) and “at-the-market” common equity offering of up to 13,000,000 shares (including a forward sale component)
  • Ashford Hospitality Trust Inc. (NYSE: AHT) in its public offering of up to $700 million shares of non-traded preferred stock
  • Braemar Hotels & Resorts Inc. (NYSE: BHR) in its public offering of up to $700 million shares of non-traded preferred stock
  • LaSalle Hotel Properties (NYSE: LHO) in public offerings of common and preferred equity securities with an aggregate value of more than US$2.0 billion
  • Hatteras Financial Corp. (NYSE: HTS) in its Rule 144A private offerings, IPO and follow-on public offerings of common and preferred equity securities with an aggregate value of more than US$2.5 billion
  • Various underwriters in public offerings of common and preferred equity securities by Ashford Hospitality Trust, Inc. (NYSE: AHT) with an aggregate value of more than US$2.3 billion
  • Various underwriters in the IPO and follow-on public offerings of common and preferred equity securities by Braemar Hotels & Resorts, Inc. (NYSE: BHR) with an aggregate value of more than US$350 million
  • Various underwriters in the IPO, 144A convertible debt offering and numerous public and private offerings of equity and debt securities by Innovative Industrial Properties, Inc. (NYSE: IIPR) with an aggregate value of more than US$2.5 billion
  • Various underwriters in public and private offerings of equity and debt securities by Equity One, Inc. (NYSE: EQY) with an aggregate value of more than US$1.5 billion (including secondary offerings by selling stockholders)
  • Various sales agents in the US$200 million "at-the-market" common stock offering by LTC Properties, Inc. (NYSE: LTC)
Education
  • J.D., Wake Forest University 2005
  • B.A., University of Pennsylvania 2002

Awards

  • Chambers USA
    • Band 3, Nationwide REITs (2021-2023)
    • Band 4, Nationwide REITs (2019-2020)
  • The Legal 500 United States
    • Recommended, REITs (2016-2023)
    • Recommended, Capital Markets Equity Offerings – Advice to Managers (2017)
  • Named to Crain's Chicago Business Notable Women in Law list (2020)
  • Named a New York Law Journal Rising Star, an award that recognizes 30 of the region's most promising lawyers under the age of 40 for influence in their practice areas in New York and beyond (2017)

Memberships And Affiliations

  • National Association of Real Estate Investment Trusts (NAREIT)

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