Hunton is consistently recognized as one of the most experienced law firms with respect to real estate capital markets transactions, representing issuers, underwriters, sponsors, lenders, and investors in connection with structuring and financing publicly and privately owned real estate companies, including in particular real estate investment trusts (REITs). The firm regularly receives top-tier national rankings for its work as both issuer’s and underwriter’s counsel in Chambers USA, The Legal 500, Bloomberg, and Refinitiv. We are one of the only law firms in the world that fully service both equity and mortgage REITs.

The firm has significant capabilities to get complex matters resolved. The team is exceptional.

– Chambers USA, 2024

Full-Service Legal Platform. We bring a full-service team to the table to meet the dynamic scope of a client’s structuring, financing, and governance needs. Our Real Estate Capital Markets practice is part of the firm’s broader Capital Markets and Securities practice and often overlaps with our other practices, including Private Investment Funds, Structured Finance and Securitization, Mergers and Acquisitions, Real Estate, Development and Finance, and Real Estate Investment and Finance.

Decades of Experience. We have handled approximately 155 IPOs and Rule 144A equity offerings and nearly 1,200 capital markets transactions involving more than 215 REITs and other real estate companies. Our clients include equity and mortgage REITs, C corporations, real estate funds, partnerships, and other owners of real estate, investment banking firms acting as underwriters of and advisors to REITs and other real estate companies, lenders, and other industry participants. We pride ourselves on our long-term relationships with REIT industry clients. We have represented numerous clients for decades, in many cases from their IPO through their eventual sale or merger. We work closely with the leading investment banking firms, accounting firms, and other professionals active in the real estate finance industry.

Broad Asset Class Experience. We have been involved in transactions for REITs and other real estate companies investing in office buildings, retail properties, industrial, data center, distribution and flex facilities, apartment properties, hotels, single family residential rental, storage facilities, health care properties, shopping centers, automobile dealerships, skilled nursing, congregate care housing, medical office buildings, cannabis-related properties, wellness and recovery centers, golf courses, bank branches, student and military housing, timberland, vineyards, mortgage loans, mortgage-backed securities, and mortgage servicing rights. The diverse nature of our real estate industry clients enhances the breadth of our experience in handling financing transactions and addressing the ongoing disclosure, reporting, and tax compliance issues that arise in such transactions.

We work on a full range of transactions and corporate and tax matters for our real estate company clients, including:

• REIT IPOs
• At the market offerings
• Follow on offerings
• REIT spin-offs
• REIT externalization and internalization transactions
• Real estate fund formations
• Roll Ups
• Convertible debt
• High yield debt
• Preferred Stock
• Corporate governance
• Quarterly and annual reporting and disclosure (1933 and 1934 Act)
• Monitoring SEC developments
• Tax
• M&A
• UPREIT and DownREIT transactions
• Up C transactions
• REIT Conversion from C Corporation or Publicly Traded Partnership
• Real Estate Joint Ventures
• Credit facilities and mortgages
• LTIPs
• Lending
• Land banking
• Bankruptcy, workouts, and restructuring
• Mortgage securitization
• Investment Company Act of 1940
• IRS tax rulings
• Purchases of operating businesses (originators or investment advisors)
• Portfolio Acquisitions/Dispositions
• FIRPTA structuring with private REITs
• DeREITing

Experience highlights include:

Founding to IPO

Every REIT’s path from founding to IPO looks different. Hunton has extensive experience working with founders to lay the groundwork during private capital raises to support a later IPO. We are familiar with various private financing alternatives, including SAFEs, preferred and convertible stock, warrants, and subscription lines. Once it is time to access the public markets, we are ready to assist throughout the process, including necessary disclosures, public company governance, navigating accounting and financial statement requirements, and tax structuring of any necessary roll-up. We also represent underwriters in private and public capital raises.

Mergers and Acquisitions

We have acted as counsel on more than 75 REIT M&A transactions aggregating more than $115 billion, including mergers between publicly owned REITs, mergers between REITs and C corporations, purchases and sales of private REITs, and purchases and sales of portfolios or portfolio companies by real estate companies. We also have advised Boards of Directors of REITs and other companies in transactions involving related parties or affiliated parties. Merger and acquisition transactions for REITs often involve complex issues of state and federal tax law, securities law, and partnership law, as well as coordination between various workstreams and service providers.

Mortgage REITs

Hunton has one of the most experienced and active mortgage REIT practices, and we have represented a substantial portion of all U.S. listed mortgage REITs. We have substantial experience assisting clients in analyzing the complex tax and Investment Company Act issues relating to the structure and operations of mortgage REITs. We also have a nationally recognized mortgage securitization practice and substantial national experience assisting REITs in securitization transactions. Hunton is the only law firm in the country that can claim substantial national experience with respect to both REITs and mortgage securitization.

Lodging/Hotel REITs

We have a particular focus on lodging/hotel REITs, the formation of which requires consideration of many complex tax, securities, partnership, and corporate governance issues. We pioneered the resurgence in the lodging industry’s use of the REIT structure more than 30 years ago via the “taxable REIT subsidiary” lessee structure, and the hospitality industry has continued to be a focus. We are familiar with TRS lease structures and management agreements with eligible independent contractors.

REIT Tax

We provide clear and creative tax advice to public and private REITs and other real estate companies. Many of our REIT clients have been organized using the umbrella partnership, or UPREIT, structure, both to facilitate the initial acquisition of properties (and the tax planning for the existing owners of such properties) and to provide a tax-favored currency for future acquisitions. We have also advised clients contemplating the REIT structure who ultimately elected C corporation or partnership status after considering the REIT structure alternative, including corporations with an operating partnership, known as Up C corporations. We advise REITs with foreign investors regarding structuring for the Foreign Investment in Real Property Tax Act (FIRPTA) and structuring for sovereign wealth fund investors.  The diverse nature of our real estate industry clients enhances the breadth of our experience in addressing the ongoing federal income tax compliance issues that arise in such transactions.

Real Estate Fund Formation

Our REIT practice often overlaps with our Private Investment Funds practice. We represent both sponsors and investors in real estate private equity fund formation transactions. Our REIT experience is invaluable for private real estate and loan funds that use private REITs to facilitate tax structuring. 

Chambers USA: America’s Leading Lawyers, 2024

• Practice ranked nationally for Capital Markets: REITs
• George Howell named Eminent Practitioner
• Kendal Sibley ranked in Band 1
• Rob Smith ranked in Band 4
• James Davidson ranked in Band 5
• Kate Saltz ranked as Up and Coming

Hunton Andrews Kurth demonstrates particular strength in the field of securities, tackling IPOs and other debt and equity offerings for underwriters and issuers alike. Highly knowledgeable on the tax issues impacting a variety of public and privately owned entities, from mortgage REITs to hotel vehicles.

– Chambers USA, 2024

Legal 500 USA, 2024

• Practice ranked nationally for REITs
• George Howell named to Hall of Fame (partners who are at the pinnacle of the profession)
• Kendal Sibley, Rob Smith, and Kate Saltz named as Recommended Lawyers
• James Davidson named as Next Generation Lawyer for REITs and Recommended Lawyer for Capital Markets

We also figured prominently in Bloomberg’s 2023 Global Legal Adviser League Tables, ranking among the top 20 law firms across 18 capital markets categories, finishing within the top 10 in 12 of those categories.