Seminar  Program

Real Estate M&A and REIT Transactions 2018


Select a Location:

The REIT and commercial real estate industries have continued to experience strong M&A activity, as the REIT market continues to grow and consolidate.  REITs already own more than $1.8 trillion of U.S. real estate, and there are now 24 REITs with equity market capitalizations north of $10 billion.  The transactions fueling this growth, which are expected to continue, include REIT mergers and IPOs, spin-offs and restructurings, transactions to unlock corporate real estate, and occasional private equity buy-outs which are often followed by re-entry into the public markets.  Technological disruption, activists, and the influx of foreign capital have all played important roles in triggering and shaping the transactional landscape. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the ever-changing REIT world. This year’s program will take an in-depth look at these industry trends, along with key recent transactions, and will help you navigate the complex structures, legal frameworks and dynamics of the current environment.

What’s on the Agenda

• How to understand and evaluate the current REIT and M&A landscapes – what trends and developments must you watch?

• How to address disruption, both from and operational and a transactional perspective, and how to get ahead of the disruptors

• How to think about the various REIT structuring alternatives and methods of accessing the capital markets– including spin-offs, conversions, access to capital in a public vs. private model, and other trends for capital raising

• How to address the latest governance concerns – particularly in the face of rising activism

• How to evaluate the current tax landscape

• How to complete an M&A negotiation start to finish – learning by example through a mock negotiation

Who Should Attend

This program would be of great value to REIT, real estate, corporate, and restructuring lawyers seeking to understand the new paradigms and the peculiarities and complexities of REIT and REOC M&A and capital markets transactions REIT and REOC general counsel and transactional lawyers. Likewise, analysts, bankers, executives and other professionals who need to understand the latest developments in the world of real estate would benefit from this program.

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.

9:00 Opening Remarks
Gil Menna, Robin Panovka

9:15 Overview of the REIT Landscape
  • Market overview: where in the REIT and private real estate cycle are we? Where are we heading?
  • How much more REIT consolidation/growth should we expect?
  • Are REITs finally going to go global?
  • Trends and developments in real estate M&A: what to expect by way of public-to-public and public-to-private activitity
  • What is the future of the non-exchange traded REIT industry? Externally-managed REITs?
  • What are the barriers to entry for new REIT issues?
  • Should REITs that trade below NAV go private?  Buy back stock?
  • How much corporate real estate will make its way into the REIT markets?  How?

Robin Panovka, Ragavan Bala, Michael Bilerman, Matthew Lustig, Guy Metcalfe



10:15 REIT Governance, and Activism
  • Invoking  Maryland Unsolicited Takeover Act provisions and the opt-in / opt-out decision
  • What is “good corporate governance” in the REIT industry?
  • Will activists play an even greater role in public REITs?   Will proxy advisory firms?
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments
  • Board diversity at public REITs
  • Ownership limitation provisions – do they serve as anti-takeover devices?
  • Maryland General Corporation Law vs. other jurisdictions

Gage Johnson, Lauren Goldberg, Thomas Leanse, Paula Maggio, Sabastian Niles



11:15 Networking Break

11:30 REIT M&A and Strategic Transactions – Dissecting Cutting Edge Deal Strategies and Tactics
  • Latest developments in Delaware and Maryland Law on Market Checks and Fiduciary Duties
  • Innovations in Deal Technology Mergers, Tender Offers and other mechanics
  • UPREIT Combinations
  • Controlling Shareholder Complications
  • REIT conversions and REIT to REIT spins
  • Share buybacks
  • Effect of recent legal developments restricting REIT spin-offs

Adam Emmerich, Bryan Goolsby, Jim Hanks, Julian Kleindorfer, Ron Sanders, Benjamin Weber



12:30 Lunch

1:30 Disruptors in the Global Market as a Catalyst for REIT M&A and Restructurings: Fact or Fiction; Public-to-Private Deals and Other Transactions
  • Disruptors as a catalyst for M&A and restructurings
  • Putting together and negotiating the deal; NDAs and Standstills
  • Public vs private targets; and foreign capital inflows
  • Conflict transactions in REIT M&A
  • What to do if the transaction goes hostile?
  • How to manage a failed deal
  • Changing dynamics in strike suits

Gil Menna, Steve Hentschel, Andy Jonas, Brian Stadler, Greg Wright



2:45 Networking Break

3:00 SEC Developments Unique to the REIT Industry
  • SEC focus on non-GAAP financial measures:
    • SEC review of earnings releases and supplementals
    • Presentation of FFO guidance ranges
    • Variations of EBITDA
  • Other Areas of focus in the SEC comment process
    • Consistency of segment reporting
    • Operations in the Middle East and Africa. Syria and Sudan
    • Staff review of activist proxy statements
    • Staff review of S-4 registration statements
  • Recent SEC staff guidance, including implications for capital raise transactions
    • Use of pro forma balance sheet to measure significance of subsequent acquisitions/dispositions
    • Pro forma financial statement requirements in the absence of requirements under 3-05 or 3-14
    • Significant tenants/concentration and financial statement requirements

Yoel Kranz, Stuart A. Barr, Sonia Gupta Barros, J. Gerard Cummins, Kathleen Werner



4:00 Evaluating the Current Tax Landscape for REITS and Dealing with the Issues
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • DownREIT Deals and Tax Protection
  • Selected issues in taxable spin-offs
  • Considerations for U.S. REITs making non-U.S. investments
  • REIT preferred equity investments

(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)

Cristina Arumi, Ana O’Brien, Sarah Ralph, Jodi Schwartz, Karen Turk


5:00 Adjourn

Co-Chair(s)
Gil Menna ~ Goodwin Procter LLP
Robin Panovka ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Ana Cristina Arumi ~ Ernst & Young LLP
Ragavan Bala ~ Barclays PLC
Stuart Barr ~ Partner, Hogan Lovells US LLP
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Michael Bilerman ~ Managing Director , Head of Real Estate and Lodging, Citi Research, Citigroup, Inc.
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Lauren Goldberg ~ VEREIT, Inc
Bryan Goolsby ~ Capital Partner, Winston & Strawn LLP
James J. Hanks, Jr. ~ Venable LLP
Stephen G. Hentschel ~ Head of M&A and Corporate Advisory, HFF Securities
Gage Johnson ~ Senior Vice President, General Counsel, Paramount Group
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Yoel Kranz ~ Partner, Goodwin Procter LLP
Thomas Leanse ~ Senior Executive Vice President, Chief Legal Officer and Secretary, Macerich
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Paula C. Maggio ~ Executive Vice President and General Counsel, Strategic Hotels & Resorts, Inc.
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Sabastian Niles ~ Wachtell Lipton Rosen & Katz
Ana G O'Brien ~ Latham & Watkins LLP
Sarah E. Ralph ~ Skadden Arps Slate Meagher & Flom LLP
Ronald M. Sanders ~ Executive Vice President and Chief Legal Officer, Colony NorthStar, Inc.
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Brian M. Stadler ~ Simpson Thacher & Bartlett LLP
Karen F. Turk ~ Goodwin Procter LLP
Benjamin R. Weber ~ Sullivan & Cromwell LLP
Kathleen Werner ~ Clifford Chance US LLP
Gregory S. Wright ~ Bank of America Merrill Lynch
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute

New York City Seminar Location

PLI New York Center
, 1177 Avenue of the Americas, (2nd floor), entrance on 45th Street, New York, New York 10036. (800) 260-4754.

New York City Hotel Accommodations

Crowne Plaza Times Square Manhattan, 1605 Broadway (at 48th Street), New York, NY 10019 (212) 977-4000. When calling, mention Practising Law Institute. You can also make reservations online to access PLI's rates.

The Muse, 130 West 46th Street, New York, NY 10036. Please call reservations at 1-800-546-7866. When calling, please mention Practising Law Institute and rate code PLII. You can also Book Online- Kimpton.

Millennium Broadway Hotel, 145 West 44th Street, New York, NY 10036. Please call reservations at 1-800-622-5569. When calling, please mention Practising Law Institute. You can also book online.

Hyatt Times Square, 135 W. 45th Street, New York, NY 10036. For reservations, please call (646) 364-1234. When calling mention rate code CR56218 or Practising Law Institute.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live seminars qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

California:  PLI’s live seminars qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Illinois: All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Iowa:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Kansas:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Louisiana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Maine:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Minnesota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Mississippi:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Missouri:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Montana:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nebraska:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Nevada:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Hampshire:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Jersey:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New Mexico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live seminars can be used to fulfill the requirements for newly admitted attorneys. All credit categories may be earned via transitional live seminars.

North Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars

North Dakota:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Ohio:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oklahoma:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania: PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Puerto Rico:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Rhode Island:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

South Carolina:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Tennessee:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Vermont:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live seminars qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

West Virginia:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wisconsin:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

Wyoming:  PLI’s live seminars qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live seminars.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live seminars qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live seminars qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC): PLI’s live seminars can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live seminars qualify as “live” credit. There is no limit to the number of points an attorney can earn via live seminars.

United Kingdom (CPD-UK):  PLI’s live seminars can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live seminars qualify as “live” credit in all Australian jurisdictions. There is no limit to the number of credits an attorney can earn via live seminars.

Other Credit Types

CPE Credit (NASBA): PLI’s live seminars qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE): PLI’s live seminars may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live seminars may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live seminars may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live seminars may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live seminars qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live seminars qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live seminars may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live seminars may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live seminars may fulfill ABA credit requirements.

 

The REIT and commercial real estate industries have continued to experience strong M&A activity, as the REIT market continues to grow and consolidate.  REITs already own more than $1.8 trillion of U.S. real estate, and there are now 24 REITs with equity market capitalizations north of $10 billion.  The transactions fueling this growth, which are expected to continue, include REIT mergers and IPOs, spin-offs and restructurings, transactions to unlock corporate real estate, and occasional private equity buy-outs which are often followed by re-entry into the public markets.  Technological disruption, activists, and the influx of foreign capital have all played important roles in triggering and shaping the transactional landscape. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the ever-changing REIT world. This year’s program will take an in-depth look at these industry trends, along with key recent transactions, and will help you navigate the complex structures, legal frameworks and dynamics of the current environment.

What’s on the Agenda

• How to understand and evaluate the current REIT and M&A landscapes – what trends and developments must you watch?

• How to address disruption, both from and operational and a transactional perspective, and how to get ahead of the disruptors

• How to think about the various REIT structuring alternatives and methods of accessing the capital markets– including spin-offs, conversions, access to capital in a public vs. private model, and other trends for capital raising

• How to address the latest governance concerns – particularly in the face of rising activism

• How to evaluate the current tax landscape

• How to complete an M&A negotiation start to finish – learning by example through a mock negotiation

Who Should Attend

This program would be of great value to REIT, real estate, corporate, and restructuring lawyers seeking to understand the new paradigms and the peculiarities and complexities of REIT and REOC M&A and capital markets transactions REIT and REOC general counsel and transactional lawyers. Likewise, analysts, bankers, executives and other professionals who need to understand the latest developments in the world of real estate would benefit from this program.

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.

9:00 Opening Remarks
Gil Menna, Robin Panovka

9:15 Overview of the REIT Landscape
  • Market overview: where in the REIT and private real estate cycle are we? Where are we heading?
  • How much more REIT consolidation/growth should we expect?
  • Are REITs finally going to go global?
  • Trends and developments in real estate M&A: what to expect by way of public-to-public and public-to-private activitity
  • What is the future of the non-exchange traded REIT industry? Externally-managed REITs?
  • What are the barriers to entry for new REIT issues?
  • Should REITs that trade below NAV go private?  Buy back stock?
  • How much corporate real estate will make its way into the REIT markets?  How?

Robin Panovka, Ragavan Bala, Michael Bilerman, Matthew Lustig, Guy Metcalfe



10:15 REIT Governance, and Activism
  • Invoking  Maryland Unsolicited Takeover Act provisions and the opt-in / opt-out decision
  • What is “good corporate governance” in the REIT industry?
  • Will activists play an even greater role in public REITs?   Will proxy advisory firms?
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments
  • Board diversity at public REITs
  • Ownership limitation provisions – do they serve as anti-takeover devices?
  • Maryland General Corporation Law vs. other jurisdictions

Gage Johnson, Lauren Goldberg, Thomas Leanse, Paula Maggio, Sabastian Niles



11:15 Networking Break

11:30 REIT M&A and Strategic Transactions – Dissecting Cutting Edge Deal Strategies and Tactics
  • Latest developments in Delaware and Maryland Law on Market Checks and Fiduciary Duties
  • Innovations in Deal Technology Mergers, Tender Offers and other mechanics
  • UPREIT Combinations
  • Controlling Shareholder Complications
  • REIT conversions and REIT to REIT spins
  • Share buybacks
  • Effect of recent legal developments restricting REIT spin-offs

Adam Emmerich, Bryan Goolsby, Jim Hanks, Julian Kleindorfer, Ron Sanders, Benjamin Weber



12:30 Lunch

1:30 Disruptors in the Global Market as a Catalyst for REIT M&A and Restructurings: Fact or Fiction; Public-to-Private Deals and Other Transactions
  • Disruptors as a catalyst for M&A and restructurings
  • Putting together and negotiating the deal; NDAs and Standstills
  • Public vs private targets; and foreign capital inflows
  • Conflict transactions in REIT M&A
  • What to do if the transaction goes hostile?
  • How to manage a failed deal
  • Changing dynamics in strike suits

Gil Menna, Steve Hentschel, Andy Jonas, Brian Stadler, Greg Wright



2:45 Networking Break

3:00 SEC Developments Unique to the REIT Industry
  • SEC focus on non-GAAP financial measures:
    • SEC review of earnings releases and supplementals
    • Presentation of FFO guidance ranges
    • Variations of EBITDA
  • Other Areas of focus in the SEC comment process
    • Consistency of segment reporting
    • Operations in the Middle East and Africa. Syria and Sudan
    • Staff review of activist proxy statements
    • Staff review of S-4 registration statements
  • Recent SEC staff guidance, including implications for capital raise transactions
    • Use of pro forma balance sheet to measure significance of subsequent acquisitions/dispositions
    • Pro forma financial statement requirements in the absence of requirements under 3-05 or 3-14
    • Significant tenants/concentration and financial statement requirements

Yoel Kranz, Stuart A. Barr, Sonia Gupta Barros, J. Gerard Cummins, Kathleen Werner



4:00 Evaluating the Current Tax Landscape for REITS and Dealing with the Issues
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • DownREIT Deals and Tax Protection
  • Selected issues in taxable spin-offs
  • Considerations for U.S. REITs making non-U.S. investments
  • REIT preferred equity investments

(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)

Cristina Arumi, Ana O’Brien, Sarah Ralph, Jodi Schwartz, Karen Turk


5:00 Adjourn

Co-Chair(s)
Gil Menna ~ Goodwin Procter LLP
Robin Panovka ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Ana Cristina Arumi ~ Ernst & Young LLP
Ragavan Bala ~ Barclays PLC
Stuart Barr ~ Partner, Hogan Lovells US LLP
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Michael Bilerman ~ Managing Director , Head of Real Estate and Lodging, Citi Research, Citigroup, Inc.
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Lauren Goldberg ~ VEREIT, Inc
Bryan Goolsby ~ Capital Partner, Winston & Strawn LLP
James J. Hanks, Jr. ~ Venable LLP
Stephen G. Hentschel ~ Head of M&A and Corporate Advisory, HFF Securities
Gage Johnson ~ Senior Vice President, General Counsel, Paramount Group
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Yoel Kranz ~ Partner, Goodwin Procter LLP
Thomas Leanse ~ Senior Executive Vice President, Chief Legal Officer and Secretary, Macerich
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Paula C. Maggio ~ Executive Vice President and General Counsel, Strategic Hotels & Resorts, Inc.
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Sabastian Niles ~ Wachtell Lipton Rosen & Katz
Ana G O'Brien ~ Latham & Watkins LLP
Sarah E. Ralph ~ Skadden Arps Slate Meagher & Flom LLP
Ronald M. Sanders ~ Executive Vice President and Chief Legal Officer, Colony NorthStar, Inc.
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Brian M. Stadler ~ Simpson Thacher & Bartlett LLP
Karen F. Turk ~ Goodwin Procter LLP
Benjamin R. Weber ~ Sullivan & Cromwell LLP
Kathleen Werner ~ Clifford Chance US LLP
Gregory S. Wright ~ Bank of America Merrill Lynch
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute
General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.

PLI’s live and on-demand webcasts are single-user license products intended for an individual registrant only. Credit will be issued only to the individual registered. If two or more individuals wish to participate in a webcast and receive credit, PLI would be happy to provide a Groupcast – group viewing of a webcast. To schedule a Groupcast, please contact PLI at groupcasts@pli.edu.


U.S. MCLE States

Alabama:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live webcasts qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

California:  PLI’s live webcasts qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live webcasts qualify as “eCLE” credit. Attorneys are limited to 12 credits of eCLE per reporting period.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live webcasts qualify as “in-house” credit. Attorneys are limited to 6 in-house credits per reporting period.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live webcasts qualify as “distance education” credit. Attorneys are limited to 9 credits of distance education per reporting period.

Iowa:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kansas:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Kentucky:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Louisiana:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 4 credits of self-study per reporting period.

Maine:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Minnesota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Mississippi:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Montana:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Nebraska:  PLI’s live webcasts qualify as “computer-based learning” credit. Attorneys are limited to 5 credits of computer-based learning per reporting period.

Nevada:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New Hampshire:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New Jersey:  PLI’s live webcasts qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live webcasts can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live webcasts. Skills credits may not be earned via live webcasts.

North Carolina:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

North Dakota:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Ohio:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Oklahoma:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Puerto Rico:  PLI’s live webcasts qualify as “non-traditional” credit. Attorneys are limited to 8 credits of non-traditional programs per reporting period.

Rhode Island:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

South Carolina:  PLI’s live webcasts qualify as “alternatively delivered” credit. Attorneys are limited to 6 credits of alternatively delivered programs per reporting period.

Tennessee:  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 8 credits of distance learning per reporting period.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live webcasts qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live webcasts qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

West Virginia:  PLI’s live webcasts qualify as “online” credit. Attorneys are limited to 12 credits of online instruction per reporting period.

Wisconsin:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

Wyoming:  PLI’s live webcasts qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live webcasts.

CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live webcasts qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live webcasts qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live webcasts can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live webcasts qualify as “distance learning” credit. Attorneys are limited to 15 points of distance learning programs per reporting period.

United Kingdom (CPD-UK):  PLI’s live webcasts can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live webcasts may fulfill Australia’s CPD requirements. Credit limits for live webcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.

Other Credit Types

CPE Credit (NASBA):  PLI’s live webcasts qualify as “Group-Internet-Based” (GIB) credit.

IRS Continuing Education (IRS-CE):  PLI’s live webcasts may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live webcasts may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live webcasts may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live webcasts may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live webcasts qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live webcasts qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live programs.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live webcasts may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live webcasts may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live webcasts may fulfill ABA credit requirements.

 

The REIT and commercial real estate industries have continued to experience strong M&A activity, as the REIT market continues to grow and consolidate.  REITs already own more than $1.8 trillion of U.S. real estate, and there are now 24 REITs with equity market capitalizations north of $10 billion.  The transactions fueling this growth, which are expected to continue, include REIT mergers and IPOs, spin-offs and restructurings, transactions to unlock corporate real estate, and occasional private equity buy-outs which are often followed by re-entry into the public markets.  Technological disruption, activists, and the influx of foreign capital have all played important roles in triggering and shaping the transactional landscape. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the ever-changing REIT world. This year’s program will take an in-depth look at these industry trends, along with key recent transactions, and will help you navigate the complex structures, legal frameworks and dynamics of the current environment.

What’s on the Agenda

• How to understand and evaluate the current REIT and M&A landscapes – what trends and developments must you watch?

• How to address disruption, both from and operational and a transactional perspective, and how to get ahead of the disruptors

• How to think about the various REIT structuring alternatives and methods of accessing the capital markets– including spin-offs, conversions, access to capital in a public vs. private model, and other trends for capital raising

• How to address the latest governance concerns – particularly in the face of rising activism

• How to evaluate the current tax landscape

• How to complete an M&A negotiation start to finish – learning by example through a mock negotiation

Who Should Attend

This program would be of great value to REIT, real estate, corporate, and restructuring lawyers seeking to understand the new paradigms and the peculiarities and complexities of REIT and REOC M&A and capital markets transactions REIT and REOC general counsel and transactional lawyers. Likewise, analysts, bankers, executives and other professionals who need to understand the latest developments in the world of real estate would benefit from this program.

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.

9:00 Opening Remarks
Gil Menna, Robin Panovka

9:15 Overview of the REIT Landscape
  • Market overview: where in the REIT and private real estate cycle are we? Where are we heading?
  • How much more REIT consolidation/growth should we expect?
  • Are REITs finally going to go global?
  • Trends and developments in real estate M&A: what to expect by way of public-to-public and public-to-private activitity
  • What is the future of the non-exchange traded REIT industry? Externally-managed REITs?
  • What are the barriers to entry for new REIT issues?
  • Should REITs that trade below NAV go private?  Buy back stock?
  • How much corporate real estate will make its way into the REIT markets?  How?

Robin Panovka, Ragavan Bala, Michael Bilerman, Matthew Lustig, Guy Metcalfe



10:15 REIT Governance, and Activism
  • Invoking  Maryland Unsolicited Takeover Act provisions and the opt-in / opt-out decision
  • What is “good corporate governance” in the REIT industry?
  • Will activists play an even greater role in public REITs?   Will proxy advisory firms?
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments
  • Board diversity at public REITs
  • Ownership limitation provisions – do they serve as anti-takeover devices?
  • Maryland General Corporation Law vs. other jurisdictions

Gage Johnson, Lauren Goldberg, Thomas Leanse, Paula Maggio, Sabastian Niles



11:15 Networking Break

11:30 REIT M&A and Strategic Transactions – Dissecting Cutting Edge Deal Strategies and Tactics
  • Latest developments in Delaware and Maryland Law on Market Checks and Fiduciary Duties
  • Innovations in Deal Technology Mergers, Tender Offers and other mechanics
  • UPREIT Combinations
  • Controlling Shareholder Complications
  • REIT conversions and REIT to REIT spins
  • Share buybacks
  • Effect of recent legal developments restricting REIT spin-offs

Adam Emmerich, Bryan Goolsby, Jim Hanks, Julian Kleindorfer, Ron Sanders, Benjamin Weber



12:30 Lunch

1:30 Disruptors in the Global Market as a Catalyst for REIT M&A and Restructurings: Fact or Fiction; Public-to-Private Deals and Other Transactions
  • Disruptors as a catalyst for M&A and restructurings
  • Putting together and negotiating the deal; NDAs and Standstills
  • Public vs private targets; and foreign capital inflows
  • Conflict transactions in REIT M&A
  • What to do if the transaction goes hostile?
  • How to manage a failed deal
  • Changing dynamics in strike suits

Gil Menna, Steve Hentschel, Andy Jonas, Brian Stadler, Greg Wright



2:45 Networking Break

3:00 SEC Developments Unique to the REIT Industry
  • SEC focus on non-GAAP financial measures:
    • SEC review of earnings releases and supplementals
    • Presentation of FFO guidance ranges
    • Variations of EBITDA
  • Other Areas of focus in the SEC comment process
    • Consistency of segment reporting
    • Operations in the Middle East and Africa. Syria and Sudan
    • Staff review of activist proxy statements
    • Staff review of S-4 registration statements
  • Recent SEC staff guidance, including implications for capital raise transactions
    • Use of pro forma balance sheet to measure significance of subsequent acquisitions/dispositions
    • Pro forma financial statement requirements in the absence of requirements under 3-05 or 3-14
    • Significant tenants/concentration and financial statement requirements

Yoel Kranz, Stuart A. Barr, Sonia Gupta Barros, J. Gerard Cummins, Kathleen Werner



4:00 Evaluating the Current Tax Landscape for REITS and Dealing with the Issues
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • DownREIT Deals and Tax Protection
  • Selected issues in taxable spin-offs
  • Considerations for U.S. REITs making non-U.S. investments
  • REIT preferred equity investments

(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)

Cristina Arumi, Ana O’Brien, Sarah Ralph, Jodi Schwartz, Karen Turk


5:00 Adjourn

Co-Chair(s)
Gil Menna ~ Goodwin Procter LLP
Robin Panovka ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Ana Cristina Arumi ~ Ernst & Young LLP
Ragavan Bala ~ Barclays PLC
Stuart Barr ~ Partner, Hogan Lovells US LLP
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Michael Bilerman ~ Managing Director , Head of Real Estate and Lodging, Citi Research, Citigroup, Inc.
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Lauren Goldberg ~ VEREIT, Inc
Bryan Goolsby ~ Capital Partner, Winston & Strawn LLP
James J. Hanks, Jr. ~ Venable LLP
Stephen G. Hentschel ~ Head of M&A and Corporate Advisory, HFF Securities
Gage Johnson ~ Senior Vice President, General Counsel, Paramount Group
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Yoel Kranz ~ Partner, Goodwin Procter LLP
Thomas Leanse ~ Senior Executive Vice President, Chief Legal Officer and Secretary, Macerich
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Paula C. Maggio ~ Executive Vice President and General Counsel, Strategic Hotels & Resorts, Inc.
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Sabastian Niles ~ Wachtell Lipton Rosen & Katz
Ana G O'Brien ~ Latham & Watkins LLP
Sarah E. Ralph ~ Skadden Arps Slate Meagher & Flom LLP
Ronald M. Sanders ~ Executive Vice President and Chief Legal Officer, Colony NorthStar, Inc.
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Brian M. Stadler ~ Simpson Thacher & Bartlett LLP
Karen F. Turk ~ Goodwin Procter LLP
Benjamin R. Weber ~ Sullivan & Cromwell LLP
Kathleen Werner ~ Clifford Chance US LLP
Gregory S. Wright ~ Bank of America Merrill Lynch
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute
Atlanta Groupcast Location

Atlanta Bar Association, 400 International Tower, 229 Peachtree Street, NE, Atlanta, GA 30303-1601. (404) 521-0781.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

The REIT and commercial real estate industries have continued to experience strong M&A activity, as the REIT market continues to grow and consolidate.  REITs already own more than $1.8 trillion of U.S. real estate, and there are now 24 REITs with equity market capitalizations north of $10 billion.  The transactions fueling this growth, which are expected to continue, include REIT mergers and IPOs, spin-offs and restructurings, transactions to unlock corporate real estate, and occasional private equity buy-outs which are often followed by re-entry into the public markets.  Technological disruption, activists, and the influx of foreign capital have all played important roles in triggering and shaping the transactional landscape. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the ever-changing REIT world. This year’s program will take an in-depth look at these industry trends, along with key recent transactions, and will help you navigate the complex structures, legal frameworks and dynamics of the current environment.

What’s on the Agenda

• How to understand and evaluate the current REIT and M&A landscapes – what trends and developments must you watch?

• How to address disruption, both from and operational and a transactional perspective, and how to get ahead of the disruptors

• How to think about the various REIT structuring alternatives and methods of accessing the capital markets– including spin-offs, conversions, access to capital in a public vs. private model, and other trends for capital raising

• How to address the latest governance concerns – particularly in the face of rising activism

• How to evaluate the current tax landscape

• How to complete an M&A negotiation start to finish – learning by example through a mock negotiation

Who Should Attend

This program would be of great value to REIT, real estate, corporate, and restructuring lawyers seeking to understand the new paradigms and the peculiarities and complexities of REIT and REOC M&A and capital markets transactions REIT and REOC general counsel and transactional lawyers. Likewise, analysts, bankers, executives and other professionals who need to understand the latest developments in the world of real estate would benefit from this program.

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.

9:00 Opening Remarks
Gil Menna, Robin Panovka

9:15 Overview of the REIT Landscape
  • Market overview: where in the REIT and private real estate cycle are we? Where are we heading?
  • How much more REIT consolidation/growth should we expect?
  • Are REITs finally going to go global?
  • Trends and developments in real estate M&A: what to expect by way of public-to-public and public-to-private activitity
  • What is the future of the non-exchange traded REIT industry? Externally-managed REITs?
  • What are the barriers to entry for new REIT issues?
  • Should REITs that trade below NAV go private?  Buy back stock?
  • How much corporate real estate will make its way into the REIT markets?  How?

Robin Panovka, Ragavan Bala, Michael Bilerman, Matthew Lustig, Guy Metcalfe



10:15 REIT Governance, and Activism
  • Invoking  Maryland Unsolicited Takeover Act provisions and the opt-in / opt-out decision
  • What is “good corporate governance” in the REIT industry?
  • Will activists play an even greater role in public REITs?   Will proxy advisory firms?
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments
  • Board diversity at public REITs
  • Ownership limitation provisions – do they serve as anti-takeover devices?
  • Maryland General Corporation Law vs. other jurisdictions

Gage Johnson, Lauren Goldberg, Thomas Leanse, Paula Maggio, Sabastian Niles



11:15 Networking Break

11:30 REIT M&A and Strategic Transactions – Dissecting Cutting Edge Deal Strategies and Tactics
  • Latest developments in Delaware and Maryland Law on Market Checks and Fiduciary Duties
  • Innovations in Deal Technology Mergers, Tender Offers and other mechanics
  • UPREIT Combinations
  • Controlling Shareholder Complications
  • REIT conversions and REIT to REIT spins
  • Share buybacks
  • Effect of recent legal developments restricting REIT spin-offs

Adam Emmerich, Bryan Goolsby, Jim Hanks, Julian Kleindorfer, Ron Sanders, Benjamin Weber



12:30 Lunch

1:30 Disruptors in the Global Market as a Catalyst for REIT M&A and Restructurings: Fact or Fiction; Public-to-Private Deals and Other Transactions
  • Disruptors as a catalyst for M&A and restructurings
  • Putting together and negotiating the deal; NDAs and Standstills
  • Public vs private targets; and foreign capital inflows
  • Conflict transactions in REIT M&A
  • What to do if the transaction goes hostile?
  • How to manage a failed deal
  • Changing dynamics in strike suits

Gil Menna, Steve Hentschel, Andy Jonas, Brian Stadler, Greg Wright



2:45 Networking Break

3:00 SEC Developments Unique to the REIT Industry
  • SEC focus on non-GAAP financial measures:
    • SEC review of earnings releases and supplementals
    • Presentation of FFO guidance ranges
    • Variations of EBITDA
  • Other Areas of focus in the SEC comment process
    • Consistency of segment reporting
    • Operations in the Middle East and Africa. Syria and Sudan
    • Staff review of activist proxy statements
    • Staff review of S-4 registration statements
  • Recent SEC staff guidance, including implications for capital raise transactions
    • Use of pro forma balance sheet to measure significance of subsequent acquisitions/dispositions
    • Pro forma financial statement requirements in the absence of requirements under 3-05 or 3-14
    • Significant tenants/concentration and financial statement requirements

Yoel Kranz, Stuart A. Barr, Sonia Gupta Barros, J. Gerard Cummins, Kathleen Werner



4:00 Evaluating the Current Tax Landscape for REITS and Dealing with the Issues
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • DownREIT Deals and Tax Protection
  • Selected issues in taxable spin-offs
  • Considerations for U.S. REITs making non-U.S. investments
  • REIT preferred equity investments

(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)

Cristina Arumi, Ana O’Brien, Sarah Ralph, Jodi Schwartz, Karen Turk


5:00 Adjourn

Co-Chair(s)
Gil Menna ~ Goodwin Procter LLP
Robin Panovka ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Ana Cristina Arumi ~ Ernst & Young LLP
Ragavan Bala ~ Barclays PLC
Stuart Barr ~ Partner, Hogan Lovells US LLP
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Michael Bilerman ~ Managing Director , Head of Real Estate and Lodging, Citi Research, Citigroup, Inc.
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Lauren Goldberg ~ VEREIT, Inc
Bryan Goolsby ~ Capital Partner, Winston & Strawn LLP
James J. Hanks, Jr. ~ Venable LLP
Stephen G. Hentschel ~ Head of M&A and Corporate Advisory, HFF Securities
Gage Johnson ~ Senior Vice President, General Counsel, Paramount Group
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Yoel Kranz ~ Partner, Goodwin Procter LLP
Thomas Leanse ~ Senior Executive Vice President, Chief Legal Officer and Secretary, Macerich
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Paula C. Maggio ~ Executive Vice President and General Counsel, Strategic Hotels & Resorts, Inc.
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Sabastian Niles ~ Wachtell Lipton Rosen & Katz
Ana G O'Brien ~ Latham & Watkins LLP
Sarah E. Ralph ~ Skadden Arps Slate Meagher & Flom LLP
Ronald M. Sanders ~ Executive Vice President and Chief Legal Officer, Colony NorthStar, Inc.
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Brian M. Stadler ~ Simpson Thacher & Bartlett LLP
Karen F. Turk ~ Goodwin Procter LLP
Benjamin R. Weber ~ Sullivan & Cromwell LLP
Kathleen Werner ~ Clifford Chance US LLP
Gregory S. Wright ~ Bank of America Merrill Lynch
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute

Pittsburgh Groupcast Location

Pennsylvania Bar Institute, Professional Development Conference Center, 339 Sixth Avenue, Suite 760, Pittsburgh, Pennsylvania 15222-2517. (412) 802-2300. Click Here for Directions

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

The REIT and commercial real estate industries have continued to experience strong M&A activity, as the REIT market continues to grow and consolidate.  REITs already own more than $1.8 trillion of U.S. real estate, and there are now 24 REITs with equity market capitalizations north of $10 billion.  The transactions fueling this growth, which are expected to continue, include REIT mergers and IPOs, spin-offs and restructurings, transactions to unlock corporate real estate, and occasional private equity buy-outs which are often followed by re-entry into the public markets.  Technological disruption, activists, and the influx of foreign capital have all played important roles in triggering and shaping the transactional landscape. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the ever-changing REIT world. This year’s program will take an in-depth look at these industry trends, along with key recent transactions, and will help you navigate the complex structures, legal frameworks and dynamics of the current environment.

What’s on the Agenda

• How to understand and evaluate the current REIT and M&A landscapes – what trends and developments must you watch?

• How to address disruption, both from and operational and a transactional perspective, and how to get ahead of the disruptors

• How to think about the various REIT structuring alternatives and methods of accessing the capital markets– including spin-offs, conversions, access to capital in a public vs. private model, and other trends for capital raising

• How to address the latest governance concerns – particularly in the face of rising activism

• How to evaluate the current tax landscape

• How to complete an M&A negotiation start to finish – learning by example through a mock negotiation

Who Should Attend

This program would be of great value to REIT, real estate, corporate, and restructuring lawyers seeking to understand the new paradigms and the peculiarities and complexities of REIT and REOC M&A and capital markets transactions REIT and REOC general counsel and transactional lawyers. Likewise, analysts, bankers, executives and other professionals who need to understand the latest developments in the world of real estate would benefit from this program.

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.

9:00 Opening Remarks
Gil Menna, Robin Panovka

9:15 Overview of the REIT Landscape
  • Market overview: where in the REIT and private real estate cycle are we? Where are we heading?
  • How much more REIT consolidation/growth should we expect?
  • Are REITs finally going to go global?
  • Trends and developments in real estate M&A: what to expect by way of public-to-public and public-to-private activitity
  • What is the future of the non-exchange traded REIT industry? Externally-managed REITs?
  • What are the barriers to entry for new REIT issues?
  • Should REITs that trade below NAV go private?  Buy back stock?
  • How much corporate real estate will make its way into the REIT markets?  How?

Robin Panovka, Ragavan Bala, Michael Bilerman, Matthew Lustig, Guy Metcalfe



10:15 REIT Governance, and Activism
  • Invoking  Maryland Unsolicited Takeover Act provisions and the opt-in / opt-out decision
  • What is “good corporate governance” in the REIT industry?
  • Will activists play an even greater role in public REITs?   Will proxy advisory firms?
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments
  • Board diversity at public REITs
  • Ownership limitation provisions – do they serve as anti-takeover devices?
  • Maryland General Corporation Law vs. other jurisdictions

Gage Johnson, Lauren Goldberg, Thomas Leanse, Paula Maggio, Sabastian Niles



11:15 Networking Break

11:30 REIT M&A and Strategic Transactions – Dissecting Cutting Edge Deal Strategies and Tactics
  • Latest developments in Delaware and Maryland Law on Market Checks and Fiduciary Duties
  • Innovations in Deal Technology Mergers, Tender Offers and other mechanics
  • UPREIT Combinations
  • Controlling Shareholder Complications
  • REIT conversions and REIT to REIT spins
  • Share buybacks
  • Effect of recent legal developments restricting REIT spin-offs

Adam Emmerich, Bryan Goolsby, Jim Hanks, Julian Kleindorfer, Ron Sanders, Benjamin Weber



12:30 Lunch

1:30 Disruptors in the Global Market as a Catalyst for REIT M&A and Restructurings: Fact or Fiction; Public-to-Private Deals and Other Transactions
  • Disruptors as a catalyst for M&A and restructurings
  • Putting together and negotiating the deal; NDAs and Standstills
  • Public vs private targets; and foreign capital inflows
  • Conflict transactions in REIT M&A
  • What to do if the transaction goes hostile?
  • How to manage a failed deal
  • Changing dynamics in strike suits

Gil Menna, Steve Hentschel, Andy Jonas, Brian Stadler, Greg Wright



2:45 Networking Break

3:00 SEC Developments Unique to the REIT Industry
  • SEC focus on non-GAAP financial measures:
    • SEC review of earnings releases and supplementals
    • Presentation of FFO guidance ranges
    • Variations of EBITDA
  • Other Areas of focus in the SEC comment process
    • Consistency of segment reporting
    • Operations in the Middle East and Africa. Syria and Sudan
    • Staff review of activist proxy statements
    • Staff review of S-4 registration statements
  • Recent SEC staff guidance, including implications for capital raise transactions
    • Use of pro forma balance sheet to measure significance of subsequent acquisitions/dispositions
    • Pro forma financial statement requirements in the absence of requirements under 3-05 or 3-14
    • Significant tenants/concentration and financial statement requirements

Yoel Kranz, Stuart A. Barr, Sonia Gupta Barros, J. Gerard Cummins, Kathleen Werner



4:00 Evaluating the Current Tax Landscape for REITS and Dealing with the Issues
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • DownREIT Deals and Tax Protection
  • Selected issues in taxable spin-offs
  • Considerations for U.S. REITs making non-U.S. investments
  • REIT preferred equity investments

(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)

Cristina Arumi, Ana O’Brien, Sarah Ralph, Jodi Schwartz, Karen Turk


5:00 Adjourn

Co-Chair(s)
Gil Menna ~ Goodwin Procter LLP
Robin Panovka ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Ana Cristina Arumi ~ Ernst & Young LLP
Ragavan Bala ~ Barclays PLC
Stuart Barr ~ Partner, Hogan Lovells US LLP
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Michael Bilerman ~ Managing Director , Head of Real Estate and Lodging, Citi Research, Citigroup, Inc.
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Lauren Goldberg ~ VEREIT, Inc
Bryan Goolsby ~ Capital Partner, Winston & Strawn LLP
James J. Hanks, Jr. ~ Venable LLP
Stephen G. Hentschel ~ Head of M&A and Corporate Advisory, HFF Securities
Gage Johnson ~ Senior Vice President, General Counsel, Paramount Group
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Yoel Kranz ~ Partner, Goodwin Procter LLP
Thomas Leanse ~ Senior Executive Vice President, Chief Legal Officer and Secretary, Macerich
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Paula C. Maggio ~ Executive Vice President and General Counsel, Strategic Hotels & Resorts, Inc.
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Sabastian Niles ~ Wachtell Lipton Rosen & Katz
Ana G O'Brien ~ Latham & Watkins LLP
Sarah E. Ralph ~ Skadden Arps Slate Meagher & Flom LLP
Ronald M. Sanders ~ Executive Vice President and Chief Legal Officer, Colony NorthStar, Inc.
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Brian M. Stadler ~ Simpson Thacher & Bartlett LLP
Karen F. Turk ~ Goodwin Procter LLP
Benjamin R. Weber ~ Sullivan & Cromwell LLP
Kathleen Werner ~ Clifford Chance US LLP
Gregory S. Wright ~ Bank of America Merrill Lynch
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute
Boston Groupcast Location

Massachusetts CLE, 10 Winter Place, Boston, Massachusetts 02100. (617) 350-7006.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

The REIT and commercial real estate industries have continued to experience strong M&A activity, as the REIT market continues to grow and consolidate.  REITs already own more than $1.8 trillion of U.S. real estate, and there are now 24 REITs with equity market capitalizations north of $10 billion.  The transactions fueling this growth, which are expected to continue, include REIT mergers and IPOs, spin-offs and restructurings, transactions to unlock corporate real estate, and occasional private equity buy-outs which are often followed by re-entry into the public markets.  Technological disruption, activists, and the influx of foreign capital have all played important roles in triggering and shaping the transactional landscape. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the ever-changing REIT world. This year’s program will take an in-depth look at these industry trends, along with key recent transactions, and will help you navigate the complex structures, legal frameworks and dynamics of the current environment.

What’s on the Agenda

• How to understand and evaluate the current REIT and M&A landscapes – what trends and developments must you watch?

• How to address disruption, both from and operational and a transactional perspective, and how to get ahead of the disruptors

• How to think about the various REIT structuring alternatives and methods of accessing the capital markets– including spin-offs, conversions, access to capital in a public vs. private model, and other trends for capital raising

• How to address the latest governance concerns – particularly in the face of rising activism

• How to evaluate the current tax landscape

• How to complete an M&A negotiation start to finish – learning by example through a mock negotiation

Who Should Attend

This program would be of great value to REIT, real estate, corporate, and restructuring lawyers seeking to understand the new paradigms and the peculiarities and complexities of REIT and REOC M&A and capital markets transactions REIT and REOC general counsel and transactional lawyers. Likewise, analysts, bankers, executives and other professionals who need to understand the latest developments in the world of real estate would benefit from this program.

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.

9:00 Opening Remarks
Gil Menna, Robin Panovka

9:15 Overview of the REIT Landscape
  • Market overview: where in the REIT and private real estate cycle are we? Where are we heading?
  • How much more REIT consolidation/growth should we expect?
  • Are REITs finally going to go global?
  • Trends and developments in real estate M&A: what to expect by way of public-to-public and public-to-private activitity
  • What is the future of the non-exchange traded REIT industry? Externally-managed REITs?
  • What are the barriers to entry for new REIT issues?
  • Should REITs that trade below NAV go private?  Buy back stock?
  • How much corporate real estate will make its way into the REIT markets?  How?

Robin Panovka, Ragavan Bala, Michael Bilerman, Matthew Lustig, Guy Metcalfe



10:15 REIT Governance, and Activism
  • Invoking  Maryland Unsolicited Takeover Act provisions and the opt-in / opt-out decision
  • What is “good corporate governance” in the REIT industry?
  • Will activists play an even greater role in public REITs?   Will proxy advisory firms?
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments
  • Board diversity at public REITs
  • Ownership limitation provisions – do they serve as anti-takeover devices?
  • Maryland General Corporation Law vs. other jurisdictions

Gage Johnson, Lauren Goldberg, Thomas Leanse, Paula Maggio, Sabastian Niles



11:15 Networking Break

11:30 REIT M&A and Strategic Transactions – Dissecting Cutting Edge Deal Strategies and Tactics
  • Latest developments in Delaware and Maryland Law on Market Checks and Fiduciary Duties
  • Innovations in Deal Technology Mergers, Tender Offers and other mechanics
  • UPREIT Combinations
  • Controlling Shareholder Complications
  • REIT conversions and REIT to REIT spins
  • Share buybacks
  • Effect of recent legal developments restricting REIT spin-offs

Adam Emmerich, Bryan Goolsby, Jim Hanks, Julian Kleindorfer, Ron Sanders, Benjamin Weber



12:30 Lunch

1:30 Disruptors in the Global Market as a Catalyst for REIT M&A and Restructurings: Fact or Fiction; Public-to-Private Deals and Other Transactions
  • Disruptors as a catalyst for M&A and restructurings
  • Putting together and negotiating the deal; NDAs and Standstills
  • Public vs private targets; and foreign capital inflows
  • Conflict transactions in REIT M&A
  • What to do if the transaction goes hostile?
  • How to manage a failed deal
  • Changing dynamics in strike suits

Gil Menna, Steve Hentschel, Andy Jonas, Brian Stadler, Greg Wright



2:45 Networking Break

3:00 SEC Developments Unique to the REIT Industry
  • SEC focus on non-GAAP financial measures:
    • SEC review of earnings releases and supplementals
    • Presentation of FFO guidance ranges
    • Variations of EBITDA
  • Other Areas of focus in the SEC comment process
    • Consistency of segment reporting
    • Operations in the Middle East and Africa. Syria and Sudan
    • Staff review of activist proxy statements
    • Staff review of S-4 registration statements
  • Recent SEC staff guidance, including implications for capital raise transactions
    • Use of pro forma balance sheet to measure significance of subsequent acquisitions/dispositions
    • Pro forma financial statement requirements in the absence of requirements under 3-05 or 3-14
    • Significant tenants/concentration and financial statement requirements

Yoel Kranz, Stuart A. Barr, Sonia Gupta Barros, J. Gerard Cummins, Kathleen Werner



4:00 Evaluating the Current Tax Landscape for REITS and Dealing with the Issues
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • DownREIT Deals and Tax Protection
  • Selected issues in taxable spin-offs
  • Considerations for U.S. REITs making non-U.S. investments
  • REIT preferred equity investments

(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)

Cristina Arumi, Ana O’Brien, Sarah Ralph, Jodi Schwartz, Karen Turk


5:00 Adjourn

Co-Chair(s)
Gil Menna ~ Goodwin Procter LLP
Robin Panovka ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Ana Cristina Arumi ~ Ernst & Young LLP
Ragavan Bala ~ Barclays PLC
Stuart Barr ~ Partner, Hogan Lovells US LLP
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Michael Bilerman ~ Managing Director , Head of Real Estate and Lodging, Citi Research, Citigroup, Inc.
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Lauren Goldberg ~ VEREIT, Inc
Bryan Goolsby ~ Capital Partner, Winston & Strawn LLP
James J. Hanks, Jr. ~ Venable LLP
Stephen G. Hentschel ~ Head of M&A and Corporate Advisory, HFF Securities
Gage Johnson ~ Senior Vice President, General Counsel, Paramount Group
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Yoel Kranz ~ Partner, Goodwin Procter LLP
Thomas Leanse ~ Senior Executive Vice President, Chief Legal Officer and Secretary, Macerich
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Paula C. Maggio ~ Executive Vice President and General Counsel, Strategic Hotels & Resorts, Inc.
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Sabastian Niles ~ Wachtell Lipton Rosen & Katz
Ana G O'Brien ~ Latham & Watkins LLP
Sarah E. Ralph ~ Skadden Arps Slate Meagher & Flom LLP
Ronald M. Sanders ~ Executive Vice President and Chief Legal Officer, Colony NorthStar, Inc.
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Brian M. Stadler ~ Simpson Thacher & Bartlett LLP
Karen F. Turk ~ Goodwin Procter LLP
Benjamin R. Weber ~ Sullivan & Cromwell LLP
Kathleen Werner ~ Clifford Chance US LLP
Gregory S. Wright ~ Bank of America Merrill Lynch
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute
Ice Miller LLP, One American Square, Suite 2900, Indianapolis, IN 46282

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

The REIT and commercial real estate industries have continued to experience strong M&A activity, as the REIT market continues to grow and consolidate.  REITs already own more than $1.8 trillion of U.S. real estate, and there are now 24 REITs with equity market capitalizations north of $10 billion.  The transactions fueling this growth, which are expected to continue, include REIT mergers and IPOs, spin-offs and restructurings, transactions to unlock corporate real estate, and occasional private equity buy-outs which are often followed by re-entry into the public markets.  Technological disruption, activists, and the influx of foreign capital have all played important roles in triggering and shaping the transactional landscape. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the ever-changing REIT world. This year’s program will take an in-depth look at these industry trends, along with key recent transactions, and will help you navigate the complex structures, legal frameworks and dynamics of the current environment.

What’s on the Agenda

• How to understand and evaluate the current REIT and M&A landscapes – what trends and developments must you watch?

• How to address disruption, both from and operational and a transactional perspective, and how to get ahead of the disruptors

• How to think about the various REIT structuring alternatives and methods of accessing the capital markets– including spin-offs, conversions, access to capital in a public vs. private model, and other trends for capital raising

• How to address the latest governance concerns – particularly in the face of rising activism

• How to evaluate the current tax landscape

• How to complete an M&A negotiation start to finish – learning by example through a mock negotiation

Who Should Attend

This program would be of great value to REIT, real estate, corporate, and restructuring lawyers seeking to understand the new paradigms and the peculiarities and complexities of REIT and REOC M&A and capital markets transactions REIT and REOC general counsel and transactional lawyers. Likewise, analysts, bankers, executives and other professionals who need to understand the latest developments in the world of real estate would benefit from this program.

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.

9:00 Opening Remarks
Gil Menna, Robin Panovka

9:15 Overview of the REIT Landscape
  • Market overview: where in the REIT and private real estate cycle are we? Where are we heading?
  • How much more REIT consolidation/growth should we expect?
  • Are REITs finally going to go global?
  • Trends and developments in real estate M&A: what to expect by way of public-to-public and public-to-private activitity
  • What is the future of the non-exchange traded REIT industry? Externally-managed REITs?
  • What are the barriers to entry for new REIT issues?
  • Should REITs that trade below NAV go private?  Buy back stock?
  • How much corporate real estate will make its way into the REIT markets?  How?

Robin Panovka, Ragavan Bala, Michael Bilerman, Matthew Lustig, Guy Metcalfe



10:15 REIT Governance, and Activism
  • Invoking  Maryland Unsolicited Takeover Act provisions and the opt-in / opt-out decision
  • What is “good corporate governance” in the REIT industry?
  • Will activists play an even greater role in public REITs?   Will proxy advisory firms?
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments
  • Board diversity at public REITs
  • Ownership limitation provisions – do they serve as anti-takeover devices?
  • Maryland General Corporation Law vs. other jurisdictions

Gage Johnson, Lauren Goldberg, Thomas Leanse, Paula Maggio, Sabastian Niles



11:15 Networking Break

11:30 REIT M&A and Strategic Transactions – Dissecting Cutting Edge Deal Strategies and Tactics
  • Latest developments in Delaware and Maryland Law on Market Checks and Fiduciary Duties
  • Innovations in Deal Technology Mergers, Tender Offers and other mechanics
  • UPREIT Combinations
  • Controlling Shareholder Complications
  • REIT conversions and REIT to REIT spins
  • Share buybacks
  • Effect of recent legal developments restricting REIT spin-offs

Adam Emmerich, Bryan Goolsby, Jim Hanks, Julian Kleindorfer, Ron Sanders, Benjamin Weber



12:30 Lunch

1:30 Disruptors in the Global Market as a Catalyst for REIT M&A and Restructurings: Fact or Fiction; Public-to-Private Deals and Other Transactions
  • Disruptors as a catalyst for M&A and restructurings
  • Putting together and negotiating the deal; NDAs and Standstills
  • Public vs private targets; and foreign capital inflows
  • Conflict transactions in REIT M&A
  • What to do if the transaction goes hostile?
  • How to manage a failed deal
  • Changing dynamics in strike suits

Gil Menna, Steve Hentschel, Andy Jonas, Brian Stadler, Greg Wright



2:45 Networking Break

3:00 SEC Developments Unique to the REIT Industry
  • SEC focus on non-GAAP financial measures:
    • SEC review of earnings releases and supplementals
    • Presentation of FFO guidance ranges
    • Variations of EBITDA
  • Other Areas of focus in the SEC comment process
    • Consistency of segment reporting
    • Operations in the Middle East and Africa. Syria and Sudan
    • Staff review of activist proxy statements
    • Staff review of S-4 registration statements
  • Recent SEC staff guidance, including implications for capital raise transactions
    • Use of pro forma balance sheet to measure significance of subsequent acquisitions/dispositions
    • Pro forma financial statement requirements in the absence of requirements under 3-05 or 3-14
    • Significant tenants/concentration and financial statement requirements

Yoel Kranz, Stuart A. Barr, Sonia Gupta Barros, J. Gerard Cummins, Kathleen Werner



4:00 Evaluating the Current Tax Landscape for REITS and Dealing with the Issues
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • DownREIT Deals and Tax Protection
  • Selected issues in taxable spin-offs
  • Considerations for U.S. REITs making non-U.S. investments
  • REIT preferred equity investments

(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)

Cristina Arumi, Ana O’Brien, Sarah Ralph, Jodi Schwartz, Karen Turk


5:00 Adjourn

Co-Chair(s)
Gil Menna ~ Goodwin Procter LLP
Robin Panovka ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Ana Cristina Arumi ~ Ernst & Young LLP
Ragavan Bala ~ Barclays PLC
Stuart Barr ~ Partner, Hogan Lovells US LLP
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Michael Bilerman ~ Managing Director , Head of Real Estate and Lodging, Citi Research, Citigroup, Inc.
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Lauren Goldberg ~ VEREIT, Inc
Bryan Goolsby ~ Capital Partner, Winston & Strawn LLP
James J. Hanks, Jr. ~ Venable LLP
Stephen G. Hentschel ~ Head of M&A and Corporate Advisory, HFF Securities
Gage Johnson ~ Senior Vice President, General Counsel, Paramount Group
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Yoel Kranz ~ Partner, Goodwin Procter LLP
Thomas Leanse ~ Senior Executive Vice President, Chief Legal Officer and Secretary, Macerich
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Paula C. Maggio ~ Executive Vice President and General Counsel, Strategic Hotels & Resorts, Inc.
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Sabastian Niles ~ Wachtell Lipton Rosen & Katz
Ana G O'Brien ~ Latham & Watkins LLP
Sarah E. Ralph ~ Skadden Arps Slate Meagher & Flom LLP
Ronald M. Sanders ~ Executive Vice President and Chief Legal Officer, Colony NorthStar, Inc.
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Brian M. Stadler ~ Simpson Thacher & Bartlett LLP
Karen F. Turk ~ Goodwin Procter LLP
Benjamin R. Weber ~ Sullivan & Cromwell LLP
Kathleen Werner ~ Clifford Chance US LLP
Gregory S. Wright ~ Bank of America Merrill Lynch
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute

Philadelphia Groupcast Location

Pennsylvania Bar Institute, The CLE Conference Center, Wanamaker Building, 10th floor, Suite 1010, Center City Philadelphia (Juniper St. entrance, between 13th & Broad Sts., opposite City Hall). (800) 932-4637. Click here for directions.

Philadelphia Groupcast Hotel Accommodations

Below is a list of hotel accommodations suggested by the Pennsylvania Bar Institute:

Marriott Residence Inn

Ritz Carlton

Loews Philadelphia

Philadelphia Marriott Downtown

Hilton Garden Inn

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

The REIT and commercial real estate industries have continued to experience strong M&A activity, as the REIT market continues to grow and consolidate.  REITs already own more than $1.8 trillion of U.S. real estate, and there are now 24 REITs with equity market capitalizations north of $10 billion.  The transactions fueling this growth, which are expected to continue, include REIT mergers and IPOs, spin-offs and restructurings, transactions to unlock corporate real estate, and occasional private equity buy-outs which are often followed by re-entry into the public markets.  Technological disruption, activists, and the influx of foreign capital have all played important roles in triggering and shaping the transactional landscape. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the ever-changing REIT world. This year’s program will take an in-depth look at these industry trends, along with key recent transactions, and will help you navigate the complex structures, legal frameworks and dynamics of the current environment.

What’s on the Agenda

• How to understand and evaluate the current REIT and M&A landscapes – what trends and developments must you watch?

• How to address disruption, both from and operational and a transactional perspective, and how to get ahead of the disruptors

• How to think about the various REIT structuring alternatives and methods of accessing the capital markets– including spin-offs, conversions, access to capital in a public vs. private model, and other trends for capital raising

• How to address the latest governance concerns – particularly in the face of rising activism

• How to evaluate the current tax landscape

• How to complete an M&A negotiation start to finish – learning by example through a mock negotiation

Who Should Attend

This program would be of great value to REIT, real estate, corporate, and restructuring lawyers seeking to understand the new paradigms and the peculiarities and complexities of REIT and REOC M&A and capital markets transactions REIT and REOC general counsel and transactional lawyers. Likewise, analysts, bankers, executives and other professionals who need to understand the latest developments in the world of real estate would benefit from this program.

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.

9:00 Opening Remarks
Gil Menna, Robin Panovka

9:15 Overview of the REIT Landscape
  • Market overview: where in the REIT and private real estate cycle are we? Where are we heading?
  • How much more REIT consolidation/growth should we expect?
  • Are REITs finally going to go global?
  • Trends and developments in real estate M&A: what to expect by way of public-to-public and public-to-private activitity
  • What is the future of the non-exchange traded REIT industry? Externally-managed REITs?
  • What are the barriers to entry for new REIT issues?
  • Should REITs that trade below NAV go private?  Buy back stock?
  • How much corporate real estate will make its way into the REIT markets?  How?

Robin Panovka, Ragavan Bala, Michael Bilerman, Matthew Lustig, Guy Metcalfe



10:15 REIT Governance, and Activism
  • Invoking  Maryland Unsolicited Takeover Act provisions and the opt-in / opt-out decision
  • What is “good corporate governance” in the REIT industry?
  • Will activists play an even greater role in public REITs?   Will proxy advisory firms?
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments
  • Board diversity at public REITs
  • Ownership limitation provisions – do they serve as anti-takeover devices?
  • Maryland General Corporation Law vs. other jurisdictions

Gage Johnson, Lauren Goldberg, Thomas Leanse, Paula Maggio, Sabastian Niles



11:15 Networking Break

11:30 REIT M&A and Strategic Transactions – Dissecting Cutting Edge Deal Strategies and Tactics
  • Latest developments in Delaware and Maryland Law on Market Checks and Fiduciary Duties
  • Innovations in Deal Technology Mergers, Tender Offers and other mechanics
  • UPREIT Combinations
  • Controlling Shareholder Complications
  • REIT conversions and REIT to REIT spins
  • Share buybacks
  • Effect of recent legal developments restricting REIT spin-offs

Adam Emmerich, Bryan Goolsby, Jim Hanks, Julian Kleindorfer, Ron Sanders, Benjamin Weber



12:30 Lunch

1:30 Disruptors in the Global Market as a Catalyst for REIT M&A and Restructurings: Fact or Fiction; Public-to-Private Deals and Other Transactions
  • Disruptors as a catalyst for M&A and restructurings
  • Putting together and negotiating the deal; NDAs and Standstills
  • Public vs private targets; and foreign capital inflows
  • Conflict transactions in REIT M&A
  • What to do if the transaction goes hostile?
  • How to manage a failed deal
  • Changing dynamics in strike suits

Gil Menna, Steve Hentschel, Andy Jonas, Brian Stadler, Greg Wright



2:45 Networking Break

3:00 SEC Developments Unique to the REIT Industry
  • SEC focus on non-GAAP financial measures:
    • SEC review of earnings releases and supplementals
    • Presentation of FFO guidance ranges
    • Variations of EBITDA
  • Other Areas of focus in the SEC comment process
    • Consistency of segment reporting
    • Operations in the Middle East and Africa. Syria and Sudan
    • Staff review of activist proxy statements
    • Staff review of S-4 registration statements
  • Recent SEC staff guidance, including implications for capital raise transactions
    • Use of pro forma balance sheet to measure significance of subsequent acquisitions/dispositions
    • Pro forma financial statement requirements in the absence of requirements under 3-05 or 3-14
    • Significant tenants/concentration and financial statement requirements

Yoel Kranz, Stuart A. Barr, Sonia Gupta Barros, J. Gerard Cummins, Kathleen Werner



4:00 Evaluating the Current Tax Landscape for REITS and Dealing with the Issues
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • DownREIT Deals and Tax Protection
  • Selected issues in taxable spin-offs
  • Considerations for U.S. REITs making non-U.S. investments
  • REIT preferred equity investments

(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)

Cristina Arumi, Ana O’Brien, Sarah Ralph, Jodi Schwartz, Karen Turk


5:00 Adjourn

Co-Chair(s)
Gil Menna ~ Goodwin Procter LLP
Robin Panovka ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Ana Cristina Arumi ~ Ernst & Young LLP
Ragavan Bala ~ Barclays PLC
Stuart Barr ~ Partner, Hogan Lovells US LLP
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Michael Bilerman ~ Managing Director , Head of Real Estate and Lodging, Citi Research, Citigroup, Inc.
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Lauren Goldberg ~ VEREIT, Inc
Bryan Goolsby ~ Capital Partner, Winston & Strawn LLP
James J. Hanks, Jr. ~ Venable LLP
Stephen G. Hentschel ~ Head of M&A and Corporate Advisory, HFF Securities
Gage Johnson ~ Senior Vice President, General Counsel, Paramount Group
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Yoel Kranz ~ Partner, Goodwin Procter LLP
Thomas Leanse ~ Senior Executive Vice President, Chief Legal Officer and Secretary, Macerich
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Paula C. Maggio ~ Executive Vice President and General Counsel, Strategic Hotels & Resorts, Inc.
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Sabastian Niles ~ Wachtell Lipton Rosen & Katz
Ana G O'Brien ~ Latham & Watkins LLP
Sarah E. Ralph ~ Skadden Arps Slate Meagher & Flom LLP
Ronald M. Sanders ~ Executive Vice President and Chief Legal Officer, Colony NorthStar, Inc.
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Brian M. Stadler ~ Simpson Thacher & Bartlett LLP
Karen F. Turk ~ Goodwin Procter LLP
Benjamin R. Weber ~ Sullivan & Cromwell LLP
Kathleen Werner ~ Clifford Chance US LLP
Gregory S. Wright ~ Bank of America Merrill Lynch
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute

Mechanicsburg Groupcast Location

Pennsylvania Bar Institute, 5080 Ritter Rd., Mechanicsburg PA 17055, (800) 932-4637. Click here for directions.

Mechanicsburg Groupcast Hotel Accommodations

Below is a list of hotel accommodations suggested by the Pennsylvania Bar Institute:

Hampton Inn Harrisburg-West, 4950 Ritter Road, Mechanicsburg, Pennsylvania, USA 17055. Tel: 717-691-1300. Fax: 717-691-9692.

Homewood Suites by Hilton® Harrisburg-West Hershey Area, 5001 Ritter Road, Mechanicsburg, Pennsylvania, United States 17055. Tel: 1-717-697-4900. Fax: 1-717-697-9101.

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New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

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North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

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Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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The REIT and commercial real estate industries have continued to experience strong M&A activity, as the REIT market continues to grow and consolidate.  REITs already own more than $1.8 trillion of U.S. real estate, and there are now 24 REITs with equity market capitalizations north of $10 billion.  The transactions fueling this growth, which are expected to continue, include REIT mergers and IPOs, spin-offs and restructurings, transactions to unlock corporate real estate, and occasional private equity buy-outs which are often followed by re-entry into the public markets.  Technological disruption, activists, and the influx of foreign capital have all played important roles in triggering and shaping the transactional landscape. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the ever-changing REIT world. This year’s program will take an in-depth look at these industry trends, along with key recent transactions, and will help you navigate the complex structures, legal frameworks and dynamics of the current environment.

What’s on the Agenda

• How to understand and evaluate the current REIT and M&A landscapes – what trends and developments must you watch?

• How to address disruption, both from and operational and a transactional perspective, and how to get ahead of the disruptors

• How to think about the various REIT structuring alternatives and methods of accessing the capital markets– including spin-offs, conversions, access to capital in a public vs. private model, and other trends for capital raising

• How to address the latest governance concerns – particularly in the face of rising activism

• How to evaluate the current tax landscape

• How to complete an M&A negotiation start to finish – learning by example through a mock negotiation

Who Should Attend

This program would be of great value to REIT, real estate, corporate, and restructuring lawyers seeking to understand the new paradigms and the peculiarities and complexities of REIT and REOC M&A and capital markets transactions REIT and REOC general counsel and transactional lawyers. Likewise, analysts, bankers, executives and other professionals who need to understand the latest developments in the world of real estate would benefit from this program.

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.

9:00 Opening Remarks
Gil Menna, Robin Panovka

9:15 Overview of the REIT Landscape
  • Market overview: where in the REIT and private real estate cycle are we? Where are we heading?
  • How much more REIT consolidation/growth should we expect?
  • Are REITs finally going to go global?
  • Trends and developments in real estate M&A: what to expect by way of public-to-public and public-to-private activitity
  • What is the future of the non-exchange traded REIT industry? Externally-managed REITs?
  • What are the barriers to entry for new REIT issues?
  • Should REITs that trade below NAV go private?  Buy back stock?
  • How much corporate real estate will make its way into the REIT markets?  How?

Robin Panovka, Ragavan Bala, Michael Bilerman, Matthew Lustig, Guy Metcalfe



10:15 REIT Governance, and Activism
  • Invoking  Maryland Unsolicited Takeover Act provisions and the opt-in / opt-out decision
  • What is “good corporate governance” in the REIT industry?
  • Will activists play an even greater role in public REITs?   Will proxy advisory firms?
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments
  • Board diversity at public REITs
  • Ownership limitation provisions – do they serve as anti-takeover devices?
  • Maryland General Corporation Law vs. other jurisdictions

Gage Johnson, Lauren Goldberg, Thomas Leanse, Paula Maggio, Sabastian Niles



11:15 Networking Break

11:30 REIT M&A and Strategic Transactions – Dissecting Cutting Edge Deal Strategies and Tactics
  • Latest developments in Delaware and Maryland Law on Market Checks and Fiduciary Duties
  • Innovations in Deal Technology Mergers, Tender Offers and other mechanics
  • UPREIT Combinations
  • Controlling Shareholder Complications
  • REIT conversions and REIT to REIT spins
  • Share buybacks
  • Effect of recent legal developments restricting REIT spin-offs

Adam Emmerich, Bryan Goolsby, Jim Hanks, Julian Kleindorfer, Ron Sanders, Benjamin Weber



12:30 Lunch

1:30 Disruptors in the Global Market as a Catalyst for REIT M&A and Restructurings: Fact or Fiction; Public-to-Private Deals and Other Transactions
  • Disruptors as a catalyst for M&A and restructurings
  • Putting together and negotiating the deal; NDAs and Standstills
  • Public vs private targets; and foreign capital inflows
  • Conflict transactions in REIT M&A
  • What to do if the transaction goes hostile?
  • How to manage a failed deal
  • Changing dynamics in strike suits

Gil Menna, Steve Hentschel, Andy Jonas, Brian Stadler, Greg Wright



2:45 Networking Break

3:00 SEC Developments Unique to the REIT Industry
  • SEC focus on non-GAAP financial measures:
    • SEC review of earnings releases and supplementals
    • Presentation of FFO guidance ranges
    • Variations of EBITDA
  • Other Areas of focus in the SEC comment process
    • Consistency of segment reporting
    • Operations in the Middle East and Africa. Syria and Sudan
    • Staff review of activist proxy statements
    • Staff review of S-4 registration statements
  • Recent SEC staff guidance, including implications for capital raise transactions
    • Use of pro forma balance sheet to measure significance of subsequent acquisitions/dispositions
    • Pro forma financial statement requirements in the absence of requirements under 3-05 or 3-14
    • Significant tenants/concentration and financial statement requirements

Yoel Kranz, Stuart A. Barr, Sonia Gupta Barros, J. Gerard Cummins, Kathleen Werner



4:00 Evaluating the Current Tax Landscape for REITS and Dealing with the Issues
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • DownREIT Deals and Tax Protection
  • Selected issues in taxable spin-offs
  • Considerations for U.S. REITs making non-U.S. investments
  • REIT preferred equity investments

(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)

Cristina Arumi, Ana O’Brien, Sarah Ralph, Jodi Schwartz, Karen Turk


5:00 Adjourn

Co-Chair(s)
Gil Menna ~ Goodwin Procter LLP
Robin Panovka ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Ana Cristina Arumi ~ Ernst & Young LLP
Ragavan Bala ~ Barclays PLC
Stuart Barr ~ Partner, Hogan Lovells US LLP
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Michael Bilerman ~ Managing Director , Head of Real Estate and Lodging, Citi Research, Citigroup, Inc.
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Lauren Goldberg ~ VEREIT, Inc
Bryan Goolsby ~ Capital Partner, Winston & Strawn LLP
James J. Hanks, Jr. ~ Venable LLP
Stephen G. Hentschel ~ Head of M&A and Corporate Advisory, HFF Securities
Gage Johnson ~ Senior Vice President, General Counsel, Paramount Group
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Yoel Kranz ~ Partner, Goodwin Procter LLP
Thomas Leanse ~ Senior Executive Vice President, Chief Legal Officer and Secretary, Macerich
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Paula C. Maggio ~ Executive Vice President and General Counsel, Strategic Hotels & Resorts, Inc.
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Sabastian Niles ~ Wachtell Lipton Rosen & Katz
Ana G O'Brien ~ Latham & Watkins LLP
Sarah E. Ralph ~ Skadden Arps Slate Meagher & Flom LLP
Ronald M. Sanders ~ Executive Vice President and Chief Legal Officer, Colony NorthStar, Inc.
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Brian M. Stadler ~ Simpson Thacher & Bartlett LLP
Karen F. Turk ~ Goodwin Procter LLP
Benjamin R. Weber ~ Sullivan & Cromwell LLP
Kathleen Werner ~ Clifford Chance US LLP
Gregory S. Wright ~ Bank of America Merrill Lynch
Program Attorney(s)
Willis Goodmoore ~ Program Attorney, Practising Law Institute
New Jersey Groupcast Location

New Jersey Institute for Continuing Legal Education, One Constitution Square, New Brunswick, NJ 08901-1520. 732-249-5100.

General credit information about this format appears below. For credit information specific to this program, please choose your jurisdiction(s) in the Credit Information box on the right-hand side of this page.


U.S. MCLE States

Alabama:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Alaska:  All PLI products can fulfill Alaska’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Arizona:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive CLE” credit. There is no limit to the number of credits an attorney can earn via interactive CLE programs.

Arkansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

California:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “participatory” credit. There is no limit to the number of credits an attorney can earn via participatory programs.

Colorado:  All PLI products can fulfill Colorado’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Connecticut: Effective January 1, 2017, all PLI products can fulfill Connecticut’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Delaware:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Florida:  All PLI products can fulfill Florida’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Georgia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Hawaii:  All PLI products can fulfill Hawaii’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Idaho:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Illinois:  All PLI products can fulfill Illinois' CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Indiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Iowa:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Kansas:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live programs.

Kentucky:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Louisiana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Maine:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Minnesota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Mississippi:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “distance learning” credit. Attorneys are limited to 6 credits of distance learning per reporting period.

Missouri:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Montana:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nebraska:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Nevada:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Hampshire:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New Jersey:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “alternative verifiable learning formats” credit. Attorneys are limited to 12 credits of alternative verifiable learning formats per reporting period.

New Mexico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

New York

Experienced Attorneys:  All PLI products can fulfill New York’s CLE requirements for experienced attorneys. There is no limit to the number of credits an attorney can earn via PLI products.

Newly Admitted Attorneys:  PLI’s transitional live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can be used to fulfill the requirements for New York newly admitted attorneys. Ethics credit, professional practice credit, and law practice management credit may be earned via transitional live groupcasts. Skills credits may not be earned via live groupcasts.

North Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

North Dakota:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Ohio:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oklahoma:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Oregon:  All PLI products can fulfill Oregon’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Pennsylvania:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Puerto Rico:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Rhode Island:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

South Carolina:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Tennessee:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Texas:  All PLI products can fulfill Texas’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Utah:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “self-study” credit. Attorneys are limited to 12 credits of self-study per reporting period.

Vermont:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Virgin Islands:  All PLI products can fulfill the Virgin Islands’ CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live interactive” credit. There is no limit to the number of credits an attorney can earn via live interactive programs.

Washington:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

West Virginia:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wisconsin:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.

Wyoming:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of credits an attorney can earn via live groupcasts.


CPD Jurisdictions

British Columbia (CPD-BC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “real-time” credit. There is no limit to the number of credits an attorney can earn via real-time programs.

Ontario (CPD-ON):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “interactive” credit. There is no limit to the number of credits an attorney can earn via interactive programs.

Quebec (CPD-QC):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill Quebec’s CPD requirements.

Hong Kong (CPD-HK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” credit. There is no limit to the number of points an attorney can earn via live groupcasts.

United Kingdom (CPD-UK):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) can fulfill the United Kingdom’s CPD requirements.

Australia (CPD-AUS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Australia’s CPD requirements. Credit limits for live groupcasts vary according to jurisdiction. Please refer to your jurisdiction’s CPD information page for specifics.


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “Group-Live delivery” credit.

IRS Continuing Education (IRS-CE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill IRS-CE requirements. To request IRS-CE credit, please notify PLI at plicredits@pli.edu of your request and include your Preparer Tax Identification Number (PTIN).

Certified Fraud Examiner CPE:  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Certified Fraud Examiner CPE requirements. To request CPE credit or find out which programs offer CPE, please contact PLI at plicredits@pli.edu.

IAPP Continuing Privacy Credit (CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill Privacy CPE credit requirements.

HR Recertification (HRCI):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill HR credit requirements.

SHRM Recertification (SHRM):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as "instructor-led" credit. There is no limit to the number of credits an SHRM professional can earn via instructor-led programs.

Compliance Certification Board (CCB):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as “live” training events. There is no limit to the number of credits a candidate or certification holder can earn via live groupcasts.

Certified Anti-Money Laundering Specialists (CAMS):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CAMS credit requirements.

New York State Social Worker Continuing Education (SW CPE):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill SW CPE credit requirements.

American Bankers Association Professional Certification (ABA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill ABA credit requirements.

 

The REIT and commercial real estate industries have continued to experience strong M&A activity, as the REIT market continues to grow and consolidate.  REITs already own more than $1.8 trillion of U.S. real estate, and there are now 24 REITs with equity market capitalizations north of $10 billion.  The transactions fueling this growth, which are expected to continue, include REIT mergers and IPOs, spin-offs and restructurings, transactions to unlock corporate real estate, and occasional private equity buy-outs which are often followed by re-entry into the public markets.  Technological disruption, activists, and the influx of foreign capital have all played important roles in triggering and shaping the transactional landscape. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the ever-changing REIT world. This year’s program will take an in-depth look at these industry trends, along with key recent transactions, and will help you navigate the complex structures, legal frameworks and dynamics of the current environment.

What’s on the Agenda

• How to understand and evaluate the current REIT and M&A landscapes – what trends and developments must you watch?

• How to address disruption, both from and operational and a transactional perspective, and how to get ahead of the disruptors

• How to think about the various REIT structuring alternatives and methods of accessing the capital markets– including spin-offs, conversions, access to capital in a public vs. private model, and other trends for capital raising

• How to address the latest governance concerns – particularly in the face of rising activism

• How to evaluate the current tax landscape

• How to complete an M&A negotiation start to finish – learning by example through a mock negotiation

Who Should Attend

This program would be of great value to REIT, real estate, corporate, and restructuring lawyers seeking to understand the new paradigms and the peculiarities and complexities of REIT and REOC M&A and capital markets transactions REIT and REOC general counsel and transactional lawyers. Likewise, analysts, bankers, executives and other professionals who need to understand the latest developments in the world of real estate would benefit from this program.

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.

9:00 Opening Remarks
Gil Menna, Robin Panovka

9:15 Overview of the REIT Landscape
  • Market overview: where in the REIT and private real estate cycle are we? Where are we heading?
  • How much more REIT consolidation/growth should we expect?
  • Are REITs finally going to go global?
  • Trends and developments in real estate M&A: what to expect by way of public-to-public and public-to-private activitity
  • What is the future of the non-exchange traded REIT industry? Externally-managed REITs?
  • What are the barriers to entry for new REIT issues?
  • Should REITs that trade below NAV go private?  Buy back stock?
  • How much corporate real estate will make its way into the REIT markets?  How?

Robin Panovka, Ragavan Bala, Michael Bilerman, Matthew Lustig, Guy Metcalfe



10:15 REIT Governance, and Activism
  • Invoking  Maryland Unsolicited Takeover Act provisions and the opt-in / opt-out decision
  • What is “good corporate governance” in the REIT industry?
  • Will activists play an even greater role in public REITs?   Will proxy advisory firms?
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments
  • Board diversity at public REITs
  • Ownership limitation provisions – do they serve as anti-takeover devices?
  • Maryland General Corporation Law vs. other jurisdictions

Gage Johnson, Lauren Goldberg, Thomas Leanse, Paula Maggio, Sabastian Niles



11:15 Networking Break

11:30 REIT M&A and Strategic Transactions – Dissecting Cutting Edge Deal Strategies and Tactics
  • Latest developments in Delaware and Maryland Law on Market Checks and Fiduciary Duties
  • Innovations in Deal Technology Mergers, Tender Offers and other mechanics
  • UPREIT Combinations
  • Controlling Shareholder Complications
  • REIT conversions and REIT to REIT spins
  • Share buybacks
  • Effect of recent legal developments restricting REIT spin-offs

Adam Emmerich, Bryan Goolsby, Jim Hanks, Julian Kleindorfer, Ron Sanders, Benjamin Weber



12:30 Lunch

1:30 Disruptors in the Global Market as a Catalyst for REIT M&A and Restructurings: Fact or Fiction; Public-to-Private Deals and Other Transactions
  • Disruptors as a catalyst for M&A and restructurings
  • Putting together and negotiating the deal; NDAs and Standstills
  • Public vs private targets; and foreign capital inflows
  • Conflict transactions in REIT M&A
  • What to do if the transaction goes hostile?
  • How to manage a failed deal
  • Changing dynamics in strike suits

Gil Menna, Steve Hentschel, Andy Jonas, Brian Stadler, Greg Wright



2:45 Networking Break

3:00 SEC Developments Unique to the REIT Industry
  • SEC focus on non-GAAP financial measures:
    • SEC review of earnings releases and supplementals
    • Presentation of FFO guidance ranges
    • Variations of EBITDA
  • Other Areas of focus in the SEC comment process
    • Consistency of segment reporting
    • Operations in the Middle East and Africa. Syria and Sudan
    • Staff review of activist proxy statements
    • Staff review of S-4 registration statements
  • Recent SEC staff guidance, including implications for capital raise transactions
    • Use of pro forma balance sheet to measure significance of subsequent acquisitions/dispositions
    • Pro forma financial statement requirements in the absence of requirements under 3-05 or 3-14
    • Significant tenants/concentration and financial statement requirements

Yoel Kranz, Stuart A. Barr, Sonia Gupta Barros, J. Gerard Cummins, Kathleen Werner



4:00 Evaluating the Current Tax Landscape for REITS and Dealing with the Issues
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • DownREIT Deals and Tax Protection
  • Selected issues in taxable spin-offs
  • Considerations for U.S. REITs making non-U.S. investments
  • REIT preferred equity investments

(CPE Field of Study: Taxes)
(IRS Continuing Education credit for Tax Professionals)

Cristina Arumi, Ana O’Brien, Sarah Ralph, Jodi Schwartz, Karen Turk


5:00 Adjourn

Co-Chair(s)
Gil Menna ~ Goodwin Procter LLP
Robin Panovka ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Ana Cristina Arumi ~ Ernst & Young LLP
Ragavan Bala ~ Barclays PLC
Stuart Barr ~ Partner, Hogan Lovells US LLP
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Michael Bilerman ~ Managing Director , Head of Real Estate and Lodging, Citi Research, Citigroup, Inc.
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Lauren Goldberg ~ VEREIT, Inc
Bryan Goolsby ~ Capital Partner, Winston & Strawn LLP
James J. Hanks, Jr. ~ Venable LLP
Stephen G. Hentschel ~ Head of M&A and Corporate Advisory, HFF Securities
Gage Johnson ~ Senior Vice President, General Counsel, Paramount Group
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Yoel Kranz ~ Partner, Goodwin Procter LLP
Thomas Leanse ~ Senior Executive Vice President, Chief Legal Officer and Secretary, Macerich
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Paula C. Maggio ~ Executive Vice President and General Counsel, Strategic Hotels & Resorts, Inc.
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Sabastian Niles ~ Wachtell Lipton Rosen & Katz
Ana G O'Brien ~ Latham & Watkins LLP