This is a webcast of the live New York session.Why you should attend
The REIT and commercial real estate sectors have gained significant momentum in recent years and are poised for a new phase of consolidation and M&A. Recent M&A transactions in the sector have shown the depth and growing sophistication of the market, with a number of large and very complex transactions successfully completed over the last 12 months. The industry has also seen significant activity in REIT conversions and spin-offs, the listing of non-exchange traded REITs on national securities exchanges, controlled company REIT IPOs and growing shareholder activism. At the same time, the global capital markets remain volatile and concerns about the pace of recovery and the direction of interest rates persist. This year’s program will take an in-depth look at some of the transactions, offerings and listings completed in 2013, and will explore the structures, legal frameworks and dynamics of the current environment. We will study the legal and financial strategies for successfully identifying and executing transactions, and for raising new capital, through equity offerings and other means, particularly in connection with M&A activity.
What you will learn
- How some of the key transactions completed in 2013 were structured, negotiated and closed
- How to reconcile the interests of the many constituencies in REIT M&A
- How to evaluate and address SEC developments relating to the REIT capital markets
- How to reconcile traditional non-exchange traded REITs with the many “non-exchange traded” REITs that have listed on a national securities exchange
- How to think about and structure REIT conversions, spin-offs and OpCo/PropCo restructurings
- How to address complex tax issues that are critical to an understanding of REIT M&A transactions and REIT conversions and spin-offs
- How to access REIT equity markets and what to expect during the registration process
- How to address ownership restrictions, UPREIT structures and cross-border complexities when buying or selling a REIT
Who should attend
- REIT, real estate, corporate, and restructuring lawyers seeking to understand the new paradigms and the peculiarities and complexities of REIT and REOC M&A, conversions and spins, and controlled IPOs
- REIT and REOC general counsel and transactional lawyers
- Analysts, bankers, executives and other professionals who need to understand the new world of real estate
PLI Group Discounts
Groups of 4-14 from the same organization, all registering at the same time, for a PLI program scheduled for presentation at the same site, are entitled to receive a group discount. For further discount information, please contact membership@pli.edu or call (800) 260-4PLI.
PLI Can Arrange Group Viewing to Your Firm
Contact the Groupcasts Department via email at groupcasts@pli.edu for more details.
Cancellations
All cancellations received 3 business days prior to the program will be refunded 100%. If you do not cancel within the allotted time period, payment is due in full. You may substitute another individual to attend the program at any time.
All times are E.S.T.
9:00 Introduction and Overview of the Landscape
- Market overview: where in the cycle are we and where are we heading? Is this the beginning of a new age for REITs?
- Trends and developments in real estate M&A: what to expect by way of public-to-public and public-to-private activity
- Are we entering a new wave or REIT consolidation and M&A?
- Should the market expect more REIT conversions and spin-offs?
- What is the future of the non-exchange traded REIT industry?
- What are the barriers to entry for new REIT issues?
10:00 Case Study: Archstone - from May, 2007 through to the acquisition of Archstone by Equity Residential and AvalonBay Communities
11:30 Networking Break
11:45 SEC Developments
- Updates to SEC staff guidance on real estate acquisitions, including the application of Rule 3 14 of Regulation S X
- Same-store NOI, cap rate disclosure and Reg G reconciliation
- ’33 and ’34 Act consideration when REIT M&A includes an OP merger
- Update on Guide 5 and SEC staff observations regarding disclosures of non-traded REITs
1:00 Lunch
2:00 REIT Governance and its Effect on REIT M&A: From Corporate Governance Scorecards to REIT Shareholder Activism
- The Maryland Unsolicited Takeover Act (What is it and why is everyone talking about it?)
- What is “good corporate governance” in the REIT industry?
- Ownership limitation provisions that serve as anti-takeover devices
- Voting “economic interest” as an OP unitholder
- Go-shops in REIT M&A; Frederick v. Corcoran
3:15 Networking Break
3:30 Unlocking Real Estate Value - REIT Conversions, Spin-offs, OpCo/PropCo Restructurings, and the Listing of Non-Traded Public REITs
- How and when to unlock real estate value through a REIT conversion or spin-off
- Implications of the IRS study to clarify the definition of “real estate” for REIT qualification
- Mechanics of REIT conversions and spin-offs, and roadblocks to implementing such transactions
- Structuring OpCo/PropCo splits
- Issues in connection with the listing and sales of non-traded public REITs
4:30 Controlled Company and Other REIT IPOs
- What is a controlled company IPO and how does it differ from a normal REIT IPO?
- NYSE rules applicable to controlled company IPOs
- Archstone, Brixmor, American Homes 4 Rent
- Private equity public takeout terms that apply to a controlled company REIT IPO
- Addressing liquidity for the sponsors
- IPOs trump M&A in deal activity
Co-Chair(s)
Speaker(s)
Jennifer B. Clark ~ Executive Vice President & General Counsel, Reit Management & Research LLC
Thomas Grier ~ Managing Director, J.P. Morgan Securities, Inc.
Matthew J. Lustig ~ Managing Partner of North America Investment Banking, Head of Real Estate, Lazard
Michael E. McTiernan ~ Assistant Director, Real Estate and Business Services, U.S. Securities and Exchange Commission
Guy A. Metcalfe ~ Managing Director and Chairman of Real Estate, Morgan Stanley
Anthony Mifsud ~ Senior Vice President, Finance & Treasurer, Corporate Office Properties Trust
Edward M. Schulman ~ Senior Vice President - General Counsel and Secretary, AvalonBay Communities, Inc.
Kimberly J. Smith ~ Executive Vice President and General Counsel, Cole Real Estate Investments
Judy Turchin ~ Managing Director - Legal/Compliance, The Blackstone Group
Program Attorney(s)
PLI makes every effort to accredit its Live Webcasts. Please check the CLE Calculator above for CLE information specific to your state.
PLI's Live Webcasts are approved for MCLE credit (
unless otherwise noted in the product description) in the following states/territories: Alabama, Alaska, Arkansas, California, Colorado, Delaware, Florida, Georgia, Hawaii, Idaho*, Illinois, Indiana
1, Iowa*, Kansas*, Kentucky*, Louisiana, Maine*, Minnesota, Mississippi, Missouri, Montana, Nebraska, North Carolina, North Dakota, New Hampshire*, New Jersey, New Mexico, Nevada, New York
2, Ohio
3, Oklahoma, Oregon*, Pennsylvania
4, Rhode Island, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia
5, Virgin Islands, Washington, West Virginia, Wisconsin, and Wyoming*.
*PLI will apply for credit upon request.
Arizona: The State Bar of Arizona does not approve or accredit CLE activities for the Mandatory Continuing Legal Education requirement.
Arkansas and Oklahoma: Audio-only live webcasts are not approved for credit.
1Indiana: Considered a distance education course. There is a 6 credit limit per year.
2New York: Newly admitted attorneys may not take non-transitional course formats such as on-demand audio or video programs or live webcasts for CLE credit. Newly admitted attorneys not practicing law in the United States, however, may earn 12 transitional credits in non-traditional formats.
3Ohio: To confirm that the live webcast has been approved, please refer to the list of Ohio’s Approved Self Study Activities at http://www.sconet.state.oh.us. Online programs are considered self-study. Ohio attorneys have a 6 credit self-study limit per biennial compliance period. The Ohio CLE Board states that attorneys must have a 100% success rate in clicking on timestamps to receive ANY CLE credit for an online program.
4 Pennsylvania: A live webcast may be viewed individually or in a group setting. Credit may be granted to an attorney who views a live webcast individually. There is a 4.0 credit limit per year for this type of viewing. A live webcast viewed in a group setting receives live participatory credit if the program is open to the public and advertised at least 30 days prior to the program. Live webcasts viewed in a group setting that do not advertise at least 30 days prior the program will be considered "in-house", and therefore denied credit.
5Virginia: All distance learning courses are to be done in an educational setting, free from distractions.
Running time and CLE credit hours are not necessarily the same. Please be aware that many states do not permit credit for luncheon and keynote speakers.
Note that some states limit the number of credit hours attorneys may claim for online CLE activities, and state rules vary with regard to whether online CLE activities qualify for participatory or self-study credits. For more information, refer to your state CLE website or call Customer Service at (800) 260-4PLI (4754) or email: info@pli.edu.
If you have already received credit for attending some or the entire program, please be aware that state administrators do not permit you to accrue additional credit for repeat viewing even if an additional credit certificate is subsequently issued.