Capital Markets


There are many Real Estate Capital Markets practices in the country. Ours is the only one that focuses exclusively on middle-market REITs.


Practice Group Leaders: Evan Hudson, Terri Adler


Overview

Additional partners in the Real Estate Capital Markets practice include:

            Patrick Duval

            David Horn

            Pejman Razavilar

            Bruce Stachenfeld

Mega-REITs use mega-law firms. But what about middle-market REITs? In our experience, they can be underserved by Big Law.

Our Real Estate Capital Markets practice is the only one that focuses exclusively on middle-market REITs, which we define as REITs having an equity capitalization of less than $3 billion. This universe consists of smaller publicly traded REITs, public nontraded REITs and private REITs.

Middle-market REITs tap into different networks than do the blue chips--different investment bankers and lenders, different accountants and other service providers, different strategic partners and, perhaps most importantly, different equity distribution channels.

As middle-market REIT specialists, our relationships run deep in these networks. In furtherance of our firm’s core mission “to help our clients build their businesses,” we stand out in our willingness to make strategic connections for our clients--matching capital sources with REITs, sponsors with service providers, and so forth. Through our participation in ADISA and NAREIT, our exposure to deal flow, our continuous reading and writing of trade papers and even simply our interactions with great numbers of market participants, we believe that our industry knowledge is second to none.

Our Real Estate Capital Markets services fall broadly into two categories: (1) equity capital-raising transaction execution, and (2) compliance services.

First, regarding equity capital-raising:

Like other businesses, REITs must decide whether, and to what extent, they wish to grow. Unlike most other businesses, REITs are limited in their ability to retain earnings. Therefore, if they want to bolster their equity capital, they must tap the equity capital markets. Options include conducting underwritten public offerings and best-efforts continuous offerings. These in turn can be completed through public SEC registration, qualification under the new “Regulation A+,” private placements and other channels. We have significant experience with each.

We frequently counsel real estate entrepreneurs and real estate platforms who are considering entering the capital markets and help them strategize about how to do so. In this way, our Real Estate Capital Markets practice interplays with our Emerging Managers Practice Group. With more established sponsors, we help them figure out how to supercharge their equity capital-raising while abiding by all relevant securities laws. 

Second, on the compliance side:

We assist with 1934 Act reporting--things like drafting and reviewing proxy statements and 10-Ks, 10-Qs and 8-Ks (and the equivalent reports for a Regulation A+ offering). In collaboration with our Corporate Practice, we advise on complex corporate governance issues. Our Fund Formation, Investment Management & Compliance Practice pitches in when issues arise under the Investment Advisers Act.

Clients benefit from our dexterity with issues specific to nontraded REITs, including those relating to valuations, trail commissions and SEC and blue sky “hot buttons.” In fact, members of our group have served as de facto outside general counsel for many REITs and sponsors over the years, handling corporate and compliance work in addition to capital raises.

An area of special focus--what at D&S we like to refer to as a “power niche”--has involved helping both issuers and potential bidders in thinking about their “mini-tender offer” strategies-- defensive and offensive, respectively. In so doing, we have developed expertise in that specialized corner of the real estate capital markets.

We also deal regularly with DTCC’s Alternative Investment Product (AIP) platform and “back-office” securities custody issues.

Our Real Estate Capital Markets practice is co-chaired by Evan Hudson, a seasoned real estate capital markets veteran and Harvard Law School graduate who has helped clients to raise many billions of dollars of equity capital, and Terri Adler, who is known for deft handling of the most complex real estate transactions in the public and private markets.

Recently we have represented, among others:

  • a sponsor in negotiations to acquire an alternative investment distribution network;

  • an emerging manager in the offering of a real estate investment vehicle under the new “Regulation A+”;

  • self-managed non-traded REITs in their responses to unsolicited mini-tender offers;

  • a sponsor in the structuring of a $2 billion non-traded mortgage REIT;

  • a sponsor in the launch of a $200 million private fund targeting commercial real estate debt;

  • a US platform in the planning of a synthetic security intended to allow US investors to invest in Latin American CRE debt through a first-of-its-kind trust structure; and

  • a sponsor in the placement of interests in a private fund intending to hold a multifamily portfolio.

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