Why you should attend
Do you know the best negotiating strategies in the current real estate M&A market? What are the “hot buttons” for seller, buyer and lender requirements, in the board room, the courts and with the SEC? What are the factors and legal issues you should analyze with respect to investing in distressed situations? How do the nature and ownership of the entity, and the characteristics of its property and the structuring of the acquisition fit with the current underwriting criteria of lenders? Which provisions in a merger agreement are critical, and which ones are just nice to have? How do you manage your financing sources and your contractual obligations? This one-of-a-kind program will give you the answers to key questions such as these, plus offer a focus on workouts, both before and after the occurrence of the default, as well as look at the sources and the manner in which these deals are being recapitalized. Some of the best transactional lawyers in the country will be on hand to give you cutting-edge tips for our ever-changing marketplace. Make the most of this unique opportunity.
What you will learn
- How to structure, negotiate and close M&A transactions in the REIT sector
- 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 address complex tax issues that are critical to an understanding of REIT M&A transactions
- How to access REIT equity markets and what to expect during the registration process
- How to address ownership restrictions, UPREIT structures, cross-border complexities and antitrust concerns 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, restructurings and recapitalizations
- REIT and REOC general counsel and transactional lawyers
- Analysts, bankers, executives and other professionals who need to understand the new world of real estate
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 golden 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?
- Have we cleaned up the debris from the financial crisis or should we expect more distress and restructurings?
- What are the barriers to entry for new REIT issues?
Lisa Beeson, David W. Bonser, Todd Eagle, J. Warren Gorrell, Jr., Robin Panovka*
10:00 Case Studies: REIT Acquisitions in a Globalizing World
- Drivers of REIT combinations
- Overcoming impediments to the deal
- Structuring the deal: creative solutions to thorny issues
- Protecting the deal
- Key deal terms and contingencies
- Issues in multi-jurisdictional deals
James M. Barkley, Adam O. Emmerich, Matthew J. Lustig, Guy A. Metcalfe*, Kate Romain
11:00 Networking Break
11:15 SEC Developments and the REIT Capital Markets
- Pre-filing SEC communications (Rule 418)
- Distribution Policy (“Magic Page”) presentation issues
- Using NOI and cap rate disclosure and Reg G reconciliation
- When to register the primary issuance and resale of shares issued upon redemption of OP units
- The legacy of Black Box; CD&I 139.25, and lock-up arrangements
- Update on Guide 5
Richard E. Fournier, Jr., Julian T. Kleindorfer*, Michael E. McTiernan
1:00 Lunch
2:00 REIT M&A 101: Change and Continuity
- Running and winning an auction
- Valuations in public-to-private acquisitions
- Contingencies, MAC clauses and other key terms
- Break-up fees and other deal protections
- Reps and warranties and indemnification
- Creative deal structures
Alan Felder, James J. Hanks, Jr., Gil Menna*, Adam Troso
3:15 Networking Break
3:30 Tax Issues In REIT Deals
- Tax structuring in REIT mergers and acquisitions
- Protecting REIT status in REIT combinations
- Tax indemnities and closing opinions
- Tricky issues involving excess share and domestically controlled provisions
- UPREIT and downREIT tax protection and “mixing-bowl” issues
Ana Cristina Arumi, Jodi J. Schwartz*, John D. Rayis
4:30 Recapitalizations and Restructurings
- The proactive use of valuations in a restructuring
- Reinstatement and cramdown in a rebounding market
- Bankruptcy auctions of portfolio assets and closing issues
- Duties and Obligations of Servicers and Special Servicers
- The importance of intercreditor issues and new capital investments
- The continuing importance of bankruptcy remote structures and recycled SPE’s
Jacqueline Marcus, David Pauker, Eugene A. Pinover*, Glenn Rufrano
* Panel Moderator
Co-Chair(s)
Moderator(s)
Guy A. Metcalfe ~ Global Head of Real Estate Investment Banking, Morgan Stanley
Speaker(s)
Lisa Beeson ~ Head of Real Estate Mergers & Acquisitions, Barclays Capital
Todd Eagle ~ Managing Director, Goldman, Sachs & Co.
Matthew J. Lustig ~ Managing Partner of US Investment Banking Head of Real Estate, Gaming & Lodging, Lazard Frères & Co. LLC
Michael E. McTiernan ~ Assistant Director, Real Estate and Business Services, U.S. Securities and Exchange Commission
A. Adam Troso ~ Managing Director, Real Estate & Lodging Investment Banking, J.P. Morgan Securities LLC
Program Attorney(s)
New York City Seminar Location
PLI New York Center, 810 Seventh Avenue at 53rd Street (21st floor), New York, New York 10019. Message Center, program days only: (212) 824-5733.
New York City Hotel Accommodations
The New York Hilton & Towers1335 Avenue of the Americas, New York, NY 10019. 1 block from PLI Center. Reservations 1-800-HILTONS or, 1-877-NYC-HILT. Please mention that you are booking a room under the Practising Law Institute Corporate rate and the Client File # is 0495741. You can also
make reservations online to access Practising Law Institute rates.
The Warwick New York Hotel, 65 West 54th Street New York, NY 10019. 1 block from PLI Center. Reservations 800-223-4099 or, hotel direct 212-247-2700. Please mention that you are booking a room under the Practising Law Institute Corporate rate. Reservations on line at www.warwickhotelny.com Click reservations in menu bar on left. Select desired dates. In 'Special Rates' drop down window select Corporate Rate. In 'Rate Code' enter PLIN. Click search and select desired room type and rate plan. Or, you may email reservation requests to: res.ny@warwickhotels.com
Sheraton New York Hotel & Towers, 811 7th Avenue, New York, NY 10019, 1-800-325-3535 or (212) 581-1000. When calling, please mention Practising Law Institute and mention SET#311155. You may also book
online.
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