Seminar  Program

Real Estate M&A and REIT Transactions 2019


Select a Location:

Why You Should Attend

The REIT and commercial real estate industries have continued to experience strong M&A activity, with some sectors poised for large-scale consolidation even as new property types enter the REIT universe through spin-offs, conversions and IPOs. At the same time, high-profile transactions involving non-traded REITs and the increasing presence of activist investors — and a number of high-profile governance changes — have altered the playbook for some traditional REIT structures and REIT transactions. All of this has occurred against the backdrop of continuing concerns about the pace of global economic recovery and the direction of interest rates. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the 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 You Will Learn  

  • How to understand and evaluate the current landscape — what trends and developments must you watch?
  • How to evaluate non-traded and/or externally managed REIT structures — and the structural and transaction considerations regarding related internalization transactions
  • 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 — including proposed regulations on the definition of “Real Property”
  • How to complete an M&A negotiation from start to finish — learning by example through a mock negotiation

Who Should Attend

This program will 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 will benefit from this program.

Prerequisites: A basic understanding of the laws and regulations related to the real estate and/or finance industries

Intended Audience: 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, as well as analysts, bankers, executives and other allied professionals who need to understand the latest developments in the world of real estate.

Advanced Prep: None


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

David W. Bonser, Adam O. Emmerich



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?
  • What to expect on out/in-flows of capital into the sector
  • 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 activity
  • 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?
  • How is technological change impacting REITs?
  • Rising interest rates and REIT performance/valuation

Panel Leader: Adam O. Emmerich

Panelists: Jeffrey D. Horowitz, Andrew Jonas, David Schinasi



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 and has it evolved over the years?
  • Will activists continue to play a role in public REITs?   Will proxy advisory firms?
  • Role of passive vs. active investors on REIT corporate governance
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments; shareholder power to amend bylaws in Maryland
  • Board diversity at public REITs
  • Ownership limitation waivers in today’s activist world
  • Maryland General Corporation Law vs. other jurisdictions

Panel Leader: John T. Haggerty

Panelists: Aneliya S. Crawford, James J. Hanks, Jr., Ketan K. Patel, Sherry L. Rexroad



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
  • Innovations in deal technology – Mergers, Tender Offers and other mechanics
  • Strategic M&A and UPREIT combinations
  • Controlling shareholder complications
  • Conflict transactions in REIT M&A
  • Putting together and negotiating the deal; NDAs and Standstills
  • REIT conversions and REIT to REIT spins
  • Share buybacks

Panel Leader: David W. Bonser

Panelists: Samantha Sacks Gallagher, Anthony C. Green, Benjamin R. Weber



12:30 Lunch

1:30 Tax Reform a Year Later:  What’s Changed and What’s Stayed the Same; Evaluating the Current Tax Landscape for REITS and Dealing with the Issue
  • Tax reform overview
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • REIT and OP mergers/recent transactions
  • OP Unit deals
  • Other structuring considerations
  • Spin-offs by REITs
  • Tax Free vs. Taxable
  • Active trade or business requirements
  • Business purpose requirements
  • Related tenant rules
  • Operating partnership divisions
  • REIT conversions: what’s left after the IRS guidance?

(CPE Field of Study: Taxes)

(IRS Continuing Education credit for Tax Professionals)

Panel Leader: Cristina Arumi

Panelists: Jodi J. Schwartz, Kendal A. Sibley, Karen F. Turk



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

Panel Leader: Michael McTiernan

Panelists: Sonia Gupta Barros, J. Gerard Cummins, Julian T. Kleindorfer, Kathleen Werner



4:00 Trading below NAV and Disruptors as a Catalyst for Public-to-Private Deals and Other Transactions: Fact or Fiction
  • Why are so many REITs trading below their NAVs? Is Wall Street pricing correct?
  • Which sectors are trading at the most significant discounts to NAV? What activity is expected in those sectors?
  • Public to private arbitrage opportunities as a driver for take-private transactions
  • Closing the NAV gap:  How to evaluate alternatives when trading below NAV
  • Should public REITs sell themselves for less than NAV?
  • Flows of capital into public vs. private real estate
  • Potential OP unitholder and other conflicts of interest in take-private transactions
  • How is disruption impacting REIT business models? What are the primary disruptors?
  • Disruptors as a catalyst for M&A and restructurings
  • Long-term impact on the industry

Panel Leader: Michael Bilerman (Invited)

Panelists: Matthew J. Lustig, Guy A. Metcalfe, Philip Rosen, Scott Schaevitz, Brian M. Stadler



5:00 Adjourn

Co-Chair(s)
David W. Bonser ~ Hogan Lovells US LLP
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Aneliya S. Crawford ~ Schulte Roth & Zabel
J. Gerard Cummins ~ Sidley Austin LLP
Samantha Sacks Gallagher ~ VICI Properties
Anthony C. Green ~ Chief Legal Officer, Annaly Capital Management, Inc.
John T. Haggerty ~ Goodwin Procter LLP
James J. Hanks, Jr. ~ Venable LLP
Jeffrey D. Horowitz ~ Global Head of Real Estate, Gaming & Lodging Investment Banking, Bank of America Merrill Lynch
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Michael E. McTiernan ~ Hogan Lovells LLP
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Ketan K. Patel ~ Executive Vice President, General Counsel, & Secretary, Forest City Realty Trust, Inc.
Sherry L. Rexroad ~ Managing Director, BlackRock
Philip Rosen ~ Weil Gotshal & Manges LLP
Scott Schaevitz ~ Barclays
David Schinasi ~ Wells Fargo Securities
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Kendal A. Sibley ~ Hunton Andrews Kurth LLP
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
Program Attorney(s)
Meghan Carney Cavagnaro ~ Senior 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 (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 Corporate Rate ID 786839408. In addition, you can book online at PLI Muse Hotel

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. In addition, you can book online at PLI Millennium Hotel .

 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.

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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.

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

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

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

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.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Dubai (CLPD-DUBAI):  PLI’s live seminars may fulfill CLPD credit requirements.

Other Credit Types

CPE Credit (NASBA): PLI’s live seminars qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

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.

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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.

Certified Financial Planners (CFP):  PLI’s live seminars may fulfill CFP credit requirements.

 

Why You Should Attend

The REIT and commercial real estate industries have continued to experience strong M&A activity, with some sectors poised for large-scale consolidation even as new property types enter the REIT universe through spin-offs, conversions and IPOs. At the same time, high-profile transactions involving non-traded REITs and the increasing presence of activist investors — and a number of high-profile governance changes — have altered the playbook for some traditional REIT structures and REIT transactions. All of this has occurred against the backdrop of continuing concerns about the pace of global economic recovery and the direction of interest rates. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the 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 You Will Learn  

  • How to understand and evaluate the current landscape — what trends and developments must you watch?
  • How to evaluate non-traded and/or externally managed REIT structures — and the structural and transaction considerations regarding related internalization transactions
  • 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 — including proposed regulations on the definition of “Real Property”
  • How to complete an M&A negotiation from start to finish — learning by example through a mock negotiation

Who Should Attend

This program will 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 will benefit from this program.

Prerequisites: A basic understanding of the laws and regulations related to the real estate and/or finance industries

Intended Audience: 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, as well as analysts, bankers, executives and other allied professionals who need to understand the latest developments in the world of real estate.

Advanced Prep: None


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

David W. Bonser, Adam O. Emmerich



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?
  • What to expect on out/in-flows of capital into the sector
  • 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 activity
  • 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?
  • How is technological change impacting REITs?
  • Rising interest rates and REIT performance/valuation

Panel Leader: Adam O. Emmerich

Panelists: Jeffrey D. Horowitz, Andrew Jonas, David Schinasi



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 and has it evolved over the years?
  • Will activists continue to play a role in public REITs?   Will proxy advisory firms?
  • Role of passive vs. active investors on REIT corporate governance
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments; shareholder power to amend bylaws in Maryland
  • Board diversity at public REITs
  • Ownership limitation waivers in today’s activist world
  • Maryland General Corporation Law vs. other jurisdictions

Panel Leader: John T. Haggerty

Panelists: Aneliya S. Crawford, James J. Hanks, Jr., Ketan K. Patel, Sherry L. Rexroad



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
  • Innovations in deal technology – Mergers, Tender Offers and other mechanics
  • Strategic M&A and UPREIT combinations
  • Controlling shareholder complications
  • Conflict transactions in REIT M&A
  • Putting together and negotiating the deal; NDAs and Standstills
  • REIT conversions and REIT to REIT spins
  • Share buybacks

Panel Leader: David W. Bonser

Panelists: Samantha Sacks Gallagher, Anthony C. Green, Benjamin R. Weber



12:30 Lunch

1:30 Tax Reform a Year Later:  What’s Changed and What’s Stayed the Same; Evaluating the Current Tax Landscape for REITS and Dealing with the Issue
  • Tax reform overview
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • REIT and OP mergers/recent transactions
  • OP Unit deals
  • Other structuring considerations
  • Spin-offs by REITs
  • Tax Free vs. Taxable
  • Active trade or business requirements
  • Business purpose requirements
  • Related tenant rules
  • Operating partnership divisions
  • REIT conversions: what’s left after the IRS guidance?

(CPE Field of Study: Taxes)

(IRS Continuing Education credit for Tax Professionals)

Panel Leader: Cristina Arumi

Panelists: Jodi J. Schwartz, Kendal A. Sibley, Karen F. Turk



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

Panel Leader: Michael McTiernan

Panelists: Sonia Gupta Barros, J. Gerard Cummins, Julian T. Kleindorfer, Kathleen Werner



4:00 Trading below NAV and Disruptors as a Catalyst for Public-to-Private Deals and Other Transactions: Fact or Fiction
  • Why are so many REITs trading below their NAVs? Is Wall Street pricing correct?
  • Which sectors are trading at the most significant discounts to NAV? What activity is expected in those sectors?
  • Public to private arbitrage opportunities as a driver for take-private transactions
  • Closing the NAV gap:  How to evaluate alternatives when trading below NAV
  • Should public REITs sell themselves for less than NAV?
  • Flows of capital into public vs. private real estate
  • Potential OP unitholder and other conflicts of interest in take-private transactions
  • How is disruption impacting REIT business models? What are the primary disruptors?
  • Disruptors as a catalyst for M&A and restructurings
  • Long-term impact on the industry

Panel Leader: Michael Bilerman (Invited)

Panelists: Matthew J. Lustig, Guy A. Metcalfe, Philip Rosen, Scott Schaevitz, Brian M. Stadler



5:00 Adjourn

Co-Chair(s)
David W. Bonser ~ Hogan Lovells US LLP
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Aneliya S. Crawford ~ Schulte Roth & Zabel
J. Gerard Cummins ~ Sidley Austin LLP
Samantha Sacks Gallagher ~ VICI Properties
Anthony C. Green ~ Chief Legal Officer, Annaly Capital Management, Inc.
John T. Haggerty ~ Goodwin Procter LLP
James J. Hanks, Jr. ~ Venable LLP
Jeffrey D. Horowitz ~ Global Head of Real Estate, Gaming & Lodging Investment Banking, Bank of America Merrill Lynch
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Michael E. McTiernan ~ Hogan Lovells LLP
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Ketan K. Patel ~ Executive Vice President, General Counsel, & Secretary, Forest City Realty Trust, Inc.
Sherry L. Rexroad ~ Managing Director, BlackRock
Philip Rosen ~ Weil Gotshal & Manges LLP
Scott Schaevitz ~ Barclays
David Schinasi ~ Wells Fargo Securities
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Kendal A. Sibley ~ Hunton Andrews Kurth LLP
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
Program Attorney(s)
Meghan Carney Cavagnaro ~ Senior 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. Effective January 1, 2019, the limit of distance education per reporting period will increase from 9 to 18 credits.

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

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

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

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.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

Dubai (CLPD-DUBAI):  PLI’s live webcasts may fulfill CLPD credit requirements.

Other Credit Types

CPE Credit (NASBA):  PLI’s live webcasts qualify as the “Group-Internet-Based” (GIB) delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

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.

Certified Financial Planners (CFP):  PLI’s live webcasts may fulfill CFP credit requirements.

 

Why You Should Attend

The REIT and commercial real estate industries have continued to experience strong M&A activity, with some sectors poised for large-scale consolidation even as new property types enter the REIT universe through spin-offs, conversions and IPOs. At the same time, high-profile transactions involving non-traded REITs and the increasing presence of activist investors — and a number of high-profile governance changes — have altered the playbook for some traditional REIT structures and REIT transactions. All of this has occurred against the backdrop of continuing concerns about the pace of global economic recovery and the direction of interest rates. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the 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 You Will Learn  

  • How to understand and evaluate the current landscape — what trends and developments must you watch?
  • How to evaluate non-traded and/or externally managed REIT structures — and the structural and transaction considerations regarding related internalization transactions
  • 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 — including proposed regulations on the definition of “Real Property”
  • How to complete an M&A negotiation from start to finish — learning by example through a mock negotiation

Who Should Attend

This program will 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 will benefit from this program.

Prerequisites: A basic understanding of the laws and regulations related to the real estate and/or finance industries

Intended Audience: 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, as well as analysts, bankers, executives and other allied professionals who need to understand the latest developments in the world of real estate.

Advanced Prep: None


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

David W. Bonser, Adam O. Emmerich



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?
  • What to expect on out/in-flows of capital into the sector
  • 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 activity
  • 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?
  • How is technological change impacting REITs?
  • Rising interest rates and REIT performance/valuation

Panel Leader: Adam O. Emmerich

Panelists: Jeffrey D. Horowitz, Andrew Jonas, David Schinasi



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 and has it evolved over the years?
  • Will activists continue to play a role in public REITs?   Will proxy advisory firms?
  • Role of passive vs. active investors on REIT corporate governance
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments; shareholder power to amend bylaws in Maryland
  • Board diversity at public REITs
  • Ownership limitation waivers in today’s activist world
  • Maryland General Corporation Law vs. other jurisdictions

Panel Leader: John T. Haggerty

Panelists: Aneliya S. Crawford, James J. Hanks, Jr., Ketan K. Patel, Sherry L. Rexroad



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
  • Innovations in deal technology – Mergers, Tender Offers and other mechanics
  • Strategic M&A and UPREIT combinations
  • Controlling shareholder complications
  • Conflict transactions in REIT M&A
  • Putting together and negotiating the deal; NDAs and Standstills
  • REIT conversions and REIT to REIT spins
  • Share buybacks

Panel Leader: David W. Bonser

Panelists: Samantha Sacks Gallagher, Anthony C. Green, Benjamin R. Weber



12:30 Lunch

1:30 Tax Reform a Year Later:  What’s Changed and What’s Stayed the Same; Evaluating the Current Tax Landscape for REITS and Dealing with the Issue
  • Tax reform overview
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • REIT and OP mergers/recent transactions
  • OP Unit deals
  • Other structuring considerations
  • Spin-offs by REITs
  • Tax Free vs. Taxable
  • Active trade or business requirements
  • Business purpose requirements
  • Related tenant rules
  • Operating partnership divisions
  • REIT conversions: what’s left after the IRS guidance?

(CPE Field of Study: Taxes)

(IRS Continuing Education credit for Tax Professionals)

Panel Leader: Cristina Arumi

Panelists: Jodi J. Schwartz, Kendal A. Sibley, Karen F. Turk



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

Panel Leader: Michael McTiernan

Panelists: Sonia Gupta Barros, J. Gerard Cummins, Julian T. Kleindorfer, Kathleen Werner



4:00 Trading below NAV and Disruptors as a Catalyst for Public-to-Private Deals and Other Transactions: Fact or Fiction
  • Why are so many REITs trading below their NAVs? Is Wall Street pricing correct?
  • Which sectors are trading at the most significant discounts to NAV? What activity is expected in those sectors?
  • Public to private arbitrage opportunities as a driver for take-private transactions
  • Closing the NAV gap:  How to evaluate alternatives when trading below NAV
  • Should public REITs sell themselves for less than NAV?
  • Flows of capital into public vs. private real estate
  • Potential OP unitholder and other conflicts of interest in take-private transactions
  • How is disruption impacting REIT business models? What are the primary disruptors?
  • Disruptors as a catalyst for M&A and restructurings
  • Long-term impact on the industry

Panel Leader: Michael Bilerman (Invited)

Panelists: Matthew J. Lustig, Guy A. Metcalfe, Philip Rosen, Scott Schaevitz, Brian M. Stadler



5:00 Adjourn

Co-Chair(s)
David W. Bonser ~ Hogan Lovells US LLP
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Aneliya S. Crawford ~ Schulte Roth & Zabel
J. Gerard Cummins ~ Sidley Austin LLP
Samantha Sacks Gallagher ~ VICI Properties
Anthony C. Green ~ Chief Legal Officer, Annaly Capital Management, Inc.
John T. Haggerty ~ Goodwin Procter LLP
James J. Hanks, Jr. ~ Venable LLP
Jeffrey D. Horowitz ~ Global Head of Real Estate, Gaming & Lodging Investment Banking, Bank of America Merrill Lynch
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Michael E. McTiernan ~ Hogan Lovells LLP
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Ketan K. Patel ~ Executive Vice President, General Counsel, & Secretary, Forest City Realty Trust, Inc.
Sherry L. Rexroad ~ Managing Director, BlackRock
Philip Rosen ~ Weil Gotshal & Manges LLP
Scott Schaevitz ~ Barclays
David Schinasi ~ Wells Fargo Securities
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Kendal A. Sibley ~ Hunton Andrews Kurth LLP
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
Program Attorney(s)
Meghan Carney Cavagnaro ~ Senior 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:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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

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

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.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

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.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

The REIT and commercial real estate industries have continued to experience strong M&A activity, with some sectors poised for large-scale consolidation even as new property types enter the REIT universe through spin-offs, conversions and IPOs. At the same time, high-profile transactions involving non-traded REITs and the increasing presence of activist investors — and a number of high-profile governance changes — have altered the playbook for some traditional REIT structures and REIT transactions. All of this has occurred against the backdrop of continuing concerns about the pace of global economic recovery and the direction of interest rates. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the 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 You Will Learn  

  • How to understand and evaluate the current landscape — what trends and developments must you watch?
  • How to evaluate non-traded and/or externally managed REIT structures — and the structural and transaction considerations regarding related internalization transactions
  • 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 — including proposed regulations on the definition of “Real Property”
  • How to complete an M&A negotiation from start to finish — learning by example through a mock negotiation

Who Should Attend

This program will 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 will benefit from this program.

Prerequisites: A basic understanding of the laws and regulations related to the real estate and/or finance industries

Intended Audience: 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, as well as analysts, bankers, executives and other allied professionals who need to understand the latest developments in the world of real estate.

Advanced Prep: None


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

David W. Bonser, Adam O. Emmerich



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?
  • What to expect on out/in-flows of capital into the sector
  • 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 activity
  • 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?
  • How is technological change impacting REITs?
  • Rising interest rates and REIT performance/valuation

Panel Leader: Adam O. Emmerich

Panelists: Jeffrey D. Horowitz, Andrew Jonas, David Schinasi



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 and has it evolved over the years?
  • Will activists continue to play a role in public REITs?   Will proxy advisory firms?
  • Role of passive vs. active investors on REIT corporate governance
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments; shareholder power to amend bylaws in Maryland
  • Board diversity at public REITs
  • Ownership limitation waivers in today’s activist world
  • Maryland General Corporation Law vs. other jurisdictions

Panel Leader: John T. Haggerty

Panelists: Aneliya S. Crawford, James J. Hanks, Jr., Ketan K. Patel, Sherry L. Rexroad



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
  • Innovations in deal technology – Mergers, Tender Offers and other mechanics
  • Strategic M&A and UPREIT combinations
  • Controlling shareholder complications
  • Conflict transactions in REIT M&A
  • Putting together and negotiating the deal; NDAs and Standstills
  • REIT conversions and REIT to REIT spins
  • Share buybacks

Panel Leader: David W. Bonser

Panelists: Samantha Sacks Gallagher, Anthony C. Green, Benjamin R. Weber



12:30 Lunch

1:30 Tax Reform a Year Later:  What’s Changed and What’s Stayed the Same; Evaluating the Current Tax Landscape for REITS and Dealing with the Issue
  • Tax reform overview
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • REIT and OP mergers/recent transactions
  • OP Unit deals
  • Other structuring considerations
  • Spin-offs by REITs
  • Tax Free vs. Taxable
  • Active trade or business requirements
  • Business purpose requirements
  • Related tenant rules
  • Operating partnership divisions
  • REIT conversions: what’s left after the IRS guidance?

(CPE Field of Study: Taxes)

(IRS Continuing Education credit for Tax Professionals)

Panel Leader: Cristina Arumi

Panelists: Jodi J. Schwartz, Kendal A. Sibley, Karen F. Turk



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

Panel Leader: Michael McTiernan

Panelists: Sonia Gupta Barros, J. Gerard Cummins, Julian T. Kleindorfer, Kathleen Werner



4:00 Trading below NAV and Disruptors as a Catalyst for Public-to-Private Deals and Other Transactions: Fact or Fiction
  • Why are so many REITs trading below their NAVs? Is Wall Street pricing correct?
  • Which sectors are trading at the most significant discounts to NAV? What activity is expected in those sectors?
  • Public to private arbitrage opportunities as a driver for take-private transactions
  • Closing the NAV gap:  How to evaluate alternatives when trading below NAV
  • Should public REITs sell themselves for less than NAV?
  • Flows of capital into public vs. private real estate
  • Potential OP unitholder and other conflicts of interest in take-private transactions
  • How is disruption impacting REIT business models? What are the primary disruptors?
  • Disruptors as a catalyst for M&A and restructurings
  • Long-term impact on the industry

Panel Leader: Michael Bilerman (Invited)

Panelists: Matthew J. Lustig, Guy A. Metcalfe, Philip Rosen, Scott Schaevitz, Brian M. Stadler



5:00 Adjourn

Co-Chair(s)
David W. Bonser ~ Hogan Lovells US LLP
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Aneliya S. Crawford ~ Schulte Roth & Zabel
J. Gerard Cummins ~ Sidley Austin LLP
Samantha Sacks Gallagher ~ VICI Properties
Anthony C. Green ~ Chief Legal Officer, Annaly Capital Management, Inc.
John T. Haggerty ~ Goodwin Procter LLP
James J. Hanks, Jr. ~ Venable LLP
Jeffrey D. Horowitz ~ Global Head of Real Estate, Gaming & Lodging Investment Banking, Bank of America Merrill Lynch
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Michael E. McTiernan ~ Hogan Lovells LLP
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Ketan K. Patel ~ Executive Vice President, General Counsel, & Secretary, Forest City Realty Trust, Inc.
Sherry L. Rexroad ~ Managing Director, BlackRock
Philip Rosen ~ Weil Gotshal & Manges LLP
Scott Schaevitz ~ Barclays
David Schinasi ~ Wells Fargo Securities
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Kendal A. Sibley ~ Hunton Andrews Kurth LLP
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
Program Attorney(s)
Meghan Carney Cavagnaro ~ Senior 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.

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

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

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

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.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

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.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

The REIT and commercial real estate industries have continued to experience strong M&A activity, with some sectors poised for large-scale consolidation even as new property types enter the REIT universe through spin-offs, conversions and IPOs. At the same time, high-profile transactions involving non-traded REITs and the increasing presence of activist investors — and a number of high-profile governance changes — have altered the playbook for some traditional REIT structures and REIT transactions. All of this has occurred against the backdrop of continuing concerns about the pace of global economic recovery and the direction of interest rates. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the 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 You Will Learn  

  • How to understand and evaluate the current landscape — what trends and developments must you watch?
  • How to evaluate non-traded and/or externally managed REIT structures — and the structural and transaction considerations regarding related internalization transactions
  • 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 — including proposed regulations on the definition of “Real Property”
  • How to complete an M&A negotiation from start to finish — learning by example through a mock negotiation

Who Should Attend

This program will 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 will benefit from this program.

Prerequisites: A basic understanding of the laws and regulations related to the real estate and/or finance industries

Intended Audience: 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, as well as analysts, bankers, executives and other allied professionals who need to understand the latest developments in the world of real estate.

Advanced Prep: None


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

David W. Bonser, Adam O. Emmerich



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?
  • What to expect on out/in-flows of capital into the sector
  • 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 activity
  • 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?
  • How is technological change impacting REITs?
  • Rising interest rates and REIT performance/valuation

Panel Leader: Adam O. Emmerich

Panelists: Jeffrey D. Horowitz, Andrew Jonas, David Schinasi



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 and has it evolved over the years?
  • Will activists continue to play a role in public REITs?   Will proxy advisory firms?
  • Role of passive vs. active investors on REIT corporate governance
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments; shareholder power to amend bylaws in Maryland
  • Board diversity at public REITs
  • Ownership limitation waivers in today’s activist world
  • Maryland General Corporation Law vs. other jurisdictions

Panel Leader: John T. Haggerty

Panelists: Aneliya S. Crawford, James J. Hanks, Jr., Ketan K. Patel, Sherry L. Rexroad



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
  • Innovations in deal technology – Mergers, Tender Offers and other mechanics
  • Strategic M&A and UPREIT combinations
  • Controlling shareholder complications
  • Conflict transactions in REIT M&A
  • Putting together and negotiating the deal; NDAs and Standstills
  • REIT conversions and REIT to REIT spins
  • Share buybacks

Panel Leader: David W. Bonser

Panelists: Samantha Sacks Gallagher, Anthony C. Green, Benjamin R. Weber



12:30 Lunch

1:30 Tax Reform a Year Later:  What’s Changed and What’s Stayed the Same; Evaluating the Current Tax Landscape for REITS and Dealing with the Issue
  • Tax reform overview
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • REIT and OP mergers/recent transactions
  • OP Unit deals
  • Other structuring considerations
  • Spin-offs by REITs
  • Tax Free vs. Taxable
  • Active trade or business requirements
  • Business purpose requirements
  • Related tenant rules
  • Operating partnership divisions
  • REIT conversions: what’s left after the IRS guidance?

(CPE Field of Study: Taxes)

(IRS Continuing Education credit for Tax Professionals)

Panel Leader: Cristina Arumi

Panelists: Jodi J. Schwartz, Kendal A. Sibley, Karen F. Turk



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

Panel Leader: Michael McTiernan

Panelists: Sonia Gupta Barros, J. Gerard Cummins, Julian T. Kleindorfer, Kathleen Werner



4:00 Trading below NAV and Disruptors as a Catalyst for Public-to-Private Deals and Other Transactions: Fact or Fiction
  • Why are so many REITs trading below their NAVs? Is Wall Street pricing correct?
  • Which sectors are trading at the most significant discounts to NAV? What activity is expected in those sectors?
  • Public to private arbitrage opportunities as a driver for take-private transactions
  • Closing the NAV gap:  How to evaluate alternatives when trading below NAV
  • Should public REITs sell themselves for less than NAV?
  • Flows of capital into public vs. private real estate
  • Potential OP unitholder and other conflicts of interest in take-private transactions
  • How is disruption impacting REIT business models? What are the primary disruptors?
  • Disruptors as a catalyst for M&A and restructurings
  • Long-term impact on the industry

Panel Leader: Michael Bilerman (Invited)

Panelists: Matthew J. Lustig, Guy A. Metcalfe, Philip Rosen, Scott Schaevitz, Brian M. Stadler



5:00 Adjourn

Co-Chair(s)
David W. Bonser ~ Hogan Lovells US LLP
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Aneliya S. Crawford ~ Schulte Roth & Zabel
J. Gerard Cummins ~ Sidley Austin LLP
Samantha Sacks Gallagher ~ VICI Properties
Anthony C. Green ~ Chief Legal Officer, Annaly Capital Management, Inc.
John T. Haggerty ~ Goodwin Procter LLP
James J. Hanks, Jr. ~ Venable LLP
Jeffrey D. Horowitz ~ Global Head of Real Estate, Gaming & Lodging Investment Banking, Bank of America Merrill Lynch
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Michael E. McTiernan ~ Hogan Lovells LLP
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Ketan K. Patel ~ Executive Vice President, General Counsel, & Secretary, Forest City Realty Trust, Inc.
Sherry L. Rexroad ~ Managing Director, BlackRock
Philip Rosen ~ Weil Gotshal & Manges LLP
Scott Schaevitz ~ Barclays
David Schinasi ~ Wells Fargo Securities
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Kendal A. Sibley ~ Hunton Andrews Kurth LLP
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
Program Attorney(s)
Meghan Carney Cavagnaro ~ Senior 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.

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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.

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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.

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

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

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

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.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

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.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

The REIT and commercial real estate industries have continued to experience strong M&A activity, with some sectors poised for large-scale consolidation even as new property types enter the REIT universe through spin-offs, conversions and IPOs. At the same time, high-profile transactions involving non-traded REITs and the increasing presence of activist investors — and a number of high-profile governance changes — have altered the playbook for some traditional REIT structures and REIT transactions. All of this has occurred against the backdrop of continuing concerns about the pace of global economic recovery and the direction of interest rates. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the 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 You Will Learn  

  • How to understand and evaluate the current landscape — what trends and developments must you watch?
  • How to evaluate non-traded and/or externally managed REIT structures — and the structural and transaction considerations regarding related internalization transactions
  • 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 — including proposed regulations on the definition of “Real Property”
  • How to complete an M&A negotiation from start to finish — learning by example through a mock negotiation

Who Should Attend

This program will 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 will benefit from this program.

Prerequisites: A basic understanding of the laws and regulations related to the real estate and/or finance industries

Intended Audience: 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, as well as analysts, bankers, executives and other allied professionals who need to understand the latest developments in the world of real estate.

Advanced Prep: None


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

David W. Bonser, Adam O. Emmerich



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?
  • What to expect on out/in-flows of capital into the sector
  • 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 activity
  • 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?
  • How is technological change impacting REITs?
  • Rising interest rates and REIT performance/valuation

Panel Leader: Adam O. Emmerich

Panelists: Jeffrey D. Horowitz, Andrew Jonas, David Schinasi



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 and has it evolved over the years?
  • Will activists continue to play a role in public REITs?   Will proxy advisory firms?
  • Role of passive vs. active investors on REIT corporate governance
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments; shareholder power to amend bylaws in Maryland
  • Board diversity at public REITs
  • Ownership limitation waivers in today’s activist world
  • Maryland General Corporation Law vs. other jurisdictions

Panel Leader: John T. Haggerty

Panelists: Aneliya S. Crawford, James J. Hanks, Jr., Ketan K. Patel, Sherry L. Rexroad



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
  • Innovations in deal technology – Mergers, Tender Offers and other mechanics
  • Strategic M&A and UPREIT combinations
  • Controlling shareholder complications
  • Conflict transactions in REIT M&A
  • Putting together and negotiating the deal; NDAs and Standstills
  • REIT conversions and REIT to REIT spins
  • Share buybacks

Panel Leader: David W. Bonser

Panelists: Samantha Sacks Gallagher, Anthony C. Green, Benjamin R. Weber



12:30 Lunch

1:30 Tax Reform a Year Later:  What’s Changed and What’s Stayed the Same; Evaluating the Current Tax Landscape for REITS and Dealing with the Issue
  • Tax reform overview
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • REIT and OP mergers/recent transactions
  • OP Unit deals
  • Other structuring considerations
  • Spin-offs by REITs
  • Tax Free vs. Taxable
  • Active trade or business requirements
  • Business purpose requirements
  • Related tenant rules
  • Operating partnership divisions
  • REIT conversions: what’s left after the IRS guidance?

(CPE Field of Study: Taxes)

(IRS Continuing Education credit for Tax Professionals)

Panel Leader: Cristina Arumi

Panelists: Jodi J. Schwartz, Kendal A. Sibley, Karen F. Turk



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

Panel Leader: Michael McTiernan

Panelists: Sonia Gupta Barros, J. Gerard Cummins, Julian T. Kleindorfer, Kathleen Werner



4:00 Trading below NAV and Disruptors as a Catalyst for Public-to-Private Deals and Other Transactions: Fact or Fiction
  • Why are so many REITs trading below their NAVs? Is Wall Street pricing correct?
  • Which sectors are trading at the most significant discounts to NAV? What activity is expected in those sectors?
  • Public to private arbitrage opportunities as a driver for take-private transactions
  • Closing the NAV gap:  How to evaluate alternatives when trading below NAV
  • Should public REITs sell themselves for less than NAV?
  • Flows of capital into public vs. private real estate
  • Potential OP unitholder and other conflicts of interest in take-private transactions
  • How is disruption impacting REIT business models? What are the primary disruptors?
  • Disruptors as a catalyst for M&A and restructurings
  • Long-term impact on the industry

Panel Leader: Michael Bilerman (Invited)

Panelists: Matthew J. Lustig, Guy A. Metcalfe, Philip Rosen, Scott Schaevitz, Brian M. Stadler



5:00 Adjourn

Co-Chair(s)
David W. Bonser ~ Hogan Lovells US LLP
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Aneliya S. Crawford ~ Schulte Roth & Zabel
J. Gerard Cummins ~ Sidley Austin LLP
Samantha Sacks Gallagher ~ VICI Properties
Anthony C. Green ~ Chief Legal Officer, Annaly Capital Management, Inc.
John T. Haggerty ~ Goodwin Procter LLP
James J. Hanks, Jr. ~ Venable LLP
Jeffrey D. Horowitz ~ Global Head of Real Estate, Gaming & Lodging Investment Banking, Bank of America Merrill Lynch
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Michael E. McTiernan ~ Hogan Lovells LLP
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Ketan K. Patel ~ Executive Vice President, General Counsel, & Secretary, Forest City Realty Trust, Inc.
Sherry L. Rexroad ~ Managing Director, BlackRock
Philip Rosen ~ Weil Gotshal & Manges LLP
Scott Schaevitz ~ Barclays
David Schinasi ~ Wells Fargo Securities
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Kendal A. Sibley ~ Hunton Andrews Kurth LLP
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
Program Attorney(s)
Meghan Carney Cavagnaro ~ Senior 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:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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

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

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.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

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.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

The REIT and commercial real estate industries have continued to experience strong M&A activity, with some sectors poised for large-scale consolidation even as new property types enter the REIT universe through spin-offs, conversions and IPOs. At the same time, high-profile transactions involving non-traded REITs and the increasing presence of activist investors — and a number of high-profile governance changes — have altered the playbook for some traditional REIT structures and REIT transactions. All of this has occurred against the backdrop of continuing concerns about the pace of global economic recovery and the direction of interest rates. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the 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 You Will Learn  

  • How to understand and evaluate the current landscape — what trends and developments must you watch?
  • How to evaluate non-traded and/or externally managed REIT structures — and the structural and transaction considerations regarding related internalization transactions
  • 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 — including proposed regulations on the definition of “Real Property”
  • How to complete an M&A negotiation from start to finish — learning by example through a mock negotiation

Who Should Attend

This program will 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 will benefit from this program.

Prerequisites: A basic understanding of the laws and regulations related to the real estate and/or finance industries

Intended Audience: 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, as well as analysts, bankers, executives and other allied professionals who need to understand the latest developments in the world of real estate.

Advanced Prep: None


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

David W. Bonser, Adam O. Emmerich



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?
  • What to expect on out/in-flows of capital into the sector
  • 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 activity
  • 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?
  • How is technological change impacting REITs?
  • Rising interest rates and REIT performance/valuation

Panel Leader: Adam O. Emmerich

Panelists: Jeffrey D. Horowitz, Andrew Jonas, David Schinasi



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 and has it evolved over the years?
  • Will activists continue to play a role in public REITs?   Will proxy advisory firms?
  • Role of passive vs. active investors on REIT corporate governance
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments; shareholder power to amend bylaws in Maryland
  • Board diversity at public REITs
  • Ownership limitation waivers in today’s activist world
  • Maryland General Corporation Law vs. other jurisdictions

Panel Leader: John T. Haggerty

Panelists: Aneliya S. Crawford, James J. Hanks, Jr., Ketan K. Patel, Sherry L. Rexroad



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
  • Innovations in deal technology – Mergers, Tender Offers and other mechanics
  • Strategic M&A and UPREIT combinations
  • Controlling shareholder complications
  • Conflict transactions in REIT M&A
  • Putting together and negotiating the deal; NDAs and Standstills
  • REIT conversions and REIT to REIT spins
  • Share buybacks

Panel Leader: David W. Bonser

Panelists: Samantha Sacks Gallagher, Anthony C. Green, Benjamin R. Weber



12:30 Lunch

1:30 Tax Reform a Year Later:  What’s Changed and What’s Stayed the Same; Evaluating the Current Tax Landscape for REITS and Dealing with the Issue
  • Tax reform overview
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • REIT and OP mergers/recent transactions
  • OP Unit deals
  • Other structuring considerations
  • Spin-offs by REITs
  • Tax Free vs. Taxable
  • Active trade or business requirements
  • Business purpose requirements
  • Related tenant rules
  • Operating partnership divisions
  • REIT conversions: what’s left after the IRS guidance?

(CPE Field of Study: Taxes)

(IRS Continuing Education credit for Tax Professionals)

Panel Leader: Cristina Arumi

Panelists: Jodi J. Schwartz, Kendal A. Sibley, Karen F. Turk



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

Panel Leader: Michael McTiernan

Panelists: Sonia Gupta Barros, J. Gerard Cummins, Julian T. Kleindorfer, Kathleen Werner



4:00 Trading below NAV and Disruptors as a Catalyst for Public-to-Private Deals and Other Transactions: Fact or Fiction
  • Why are so many REITs trading below their NAVs? Is Wall Street pricing correct?
  • Which sectors are trading at the most significant discounts to NAV? What activity is expected in those sectors?
  • Public to private arbitrage opportunities as a driver for take-private transactions
  • Closing the NAV gap:  How to evaluate alternatives when trading below NAV
  • Should public REITs sell themselves for less than NAV?
  • Flows of capital into public vs. private real estate
  • Potential OP unitholder and other conflicts of interest in take-private transactions
  • How is disruption impacting REIT business models? What are the primary disruptors?
  • Disruptors as a catalyst for M&A and restructurings
  • Long-term impact on the industry

Panel Leader: Michael Bilerman (Invited)

Panelists: Matthew J. Lustig, Guy A. Metcalfe, Philip Rosen, Scott Schaevitz, Brian M. Stadler



5:00 Adjourn

Co-Chair(s)
David W. Bonser ~ Hogan Lovells US LLP
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Aneliya S. Crawford ~ Schulte Roth & Zabel
J. Gerard Cummins ~ Sidley Austin LLP
Samantha Sacks Gallagher ~ VICI Properties
Anthony C. Green ~ Chief Legal Officer, Annaly Capital Management, Inc.
John T. Haggerty ~ Goodwin Procter LLP
James J. Hanks, Jr. ~ Venable LLP
Jeffrey D. Horowitz ~ Global Head of Real Estate, Gaming & Lodging Investment Banking, Bank of America Merrill Lynch
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Michael E. McTiernan ~ Hogan Lovells LLP
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Ketan K. Patel ~ Executive Vice President, General Counsel, & Secretary, Forest City Realty Trust, Inc.
Sherry L. Rexroad ~ Managing Director, BlackRock
Philip Rosen ~ Weil Gotshal & Manges LLP
Scott Schaevitz ~ Barclays
David Schinasi ~ Wells Fargo Securities
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Kendal A. Sibley ~ Hunton Andrews Kurth LLP
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
Program Attorney(s)
Meghan Carney Cavagnaro ~ Senior 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:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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

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

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.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

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.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

Why You Should Attend

The REIT and commercial real estate industries have continued to experience strong M&A activity, with some sectors poised for large-scale consolidation even as new property types enter the REIT universe through spin-offs, conversions and IPOs. At the same time, high-profile transactions involving non-traded REITs and the increasing presence of activist investors — and a number of high-profile governance changes — have altered the playbook for some traditional REIT structures and REIT transactions. All of this has occurred against the backdrop of continuing concerns about the pace of global economic recovery and the direction of interest rates. Along with knowledge of both technical and practical matters, both flexibility and creativity are required to thrive in the 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 You Will Learn  

  • How to understand and evaluate the current landscape — what trends and developments must you watch?
  • How to evaluate non-traded and/or externally managed REIT structures — and the structural and transaction considerations regarding related internalization transactions
  • 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 — including proposed regulations on the definition of “Real Property”
  • How to complete an M&A negotiation from start to finish — learning by example through a mock negotiation

Who Should Attend

This program will 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 will benefit from this program.

Prerequisites: A basic understanding of the laws and regulations related to the real estate and/or finance industries

Intended Audience: 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, as well as analysts, bankers, executives and other allied professionals who need to understand the latest developments in the world of real estate.

Advanced Prep: None


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

David W. Bonser, Adam O. Emmerich



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?
  • What to expect on out/in-flows of capital into the sector
  • 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 activity
  • 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?
  • How is technological change impacting REITs?
  • Rising interest rates and REIT performance/valuation

Panel Leader: Adam O. Emmerich

Panelists: Jeffrey D. Horowitz, Andrew Jonas, David Schinasi



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 and has it evolved over the years?
  • Will activists continue to play a role in public REITs?   Will proxy advisory firms?
  • Role of passive vs. active investors on REIT corporate governance
  • Shareholder engagement in the REIT space
  • ISS and proxy voting policies regarding bylaw and charter amendments; shareholder power to amend bylaws in Maryland
  • Board diversity at public REITs
  • Ownership limitation waivers in today’s activist world
  • Maryland General Corporation Law vs. other jurisdictions

Panel Leader: John T. Haggerty

Panelists: Aneliya S. Crawford, James J. Hanks, Jr., Ketan K. Patel, Sherry L. Rexroad



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
  • Innovations in deal technology – Mergers, Tender Offers and other mechanics
  • Strategic M&A and UPREIT combinations
  • Controlling shareholder complications
  • Conflict transactions in REIT M&A
  • Putting together and negotiating the deal; NDAs and Standstills
  • REIT conversions and REIT to REIT spins
  • Share buybacks

Panel Leader: David W. Bonser

Panelists: Samantha Sacks Gallagher, Anthony C. Green, Benjamin R. Weber



12:30 Lunch

1:30 Tax Reform a Year Later:  What’s Changed and What’s Stayed the Same; Evaluating the Current Tax Landscape for REITS and Dealing with the Issue
  • Tax reform overview
  • Impact of recent IRS guidance/law changes
  • REIT mergers and acquisitions
  • REIT and OP mergers/recent transactions
  • OP Unit deals
  • Other structuring considerations
  • Spin-offs by REITs
  • Tax Free vs. Taxable
  • Active trade or business requirements
  • Business purpose requirements
  • Related tenant rules
  • Operating partnership divisions
  • REIT conversions: what’s left after the IRS guidance?

(CPE Field of Study: Taxes)

(IRS Continuing Education credit for Tax Professionals)

Panel Leader: Cristina Arumi

Panelists: Jodi J. Schwartz, Kendal A. Sibley, Karen F. Turk



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

Panel Leader: Michael McTiernan

Panelists: Sonia Gupta Barros, J. Gerard Cummins, Julian T. Kleindorfer, Kathleen Werner



4:00 Trading below NAV and Disruptors as a Catalyst for Public-to-Private Deals and Other Transactions: Fact or Fiction
  • Why are so many REITs trading below their NAVs? Is Wall Street pricing correct?
  • Which sectors are trading at the most significant discounts to NAV? What activity is expected in those sectors?
  • Public to private arbitrage opportunities as a driver for take-private transactions
  • Closing the NAV gap:  How to evaluate alternatives when trading below NAV
  • Should public REITs sell themselves for less than NAV?
  • Flows of capital into public vs. private real estate
  • Potential OP unitholder and other conflicts of interest in take-private transactions
  • How is disruption impacting REIT business models? What are the primary disruptors?
  • Disruptors as a catalyst for M&A and restructurings
  • Long-term impact on the industry

Panel Leader: Michael Bilerman (Invited)

Panelists: Matthew J. Lustig, Guy A. Metcalfe, Philip Rosen, Scott Schaevitz, Brian M. Stadler



5:00 Adjourn

Co-Chair(s)
David W. Bonser ~ Hogan Lovells US LLP
Adam O. Emmerich ~ Wachtell, Lipton, Rosen & Katz
Speaker(s)
Sonia Gupta Barros ~ Assistant Director, U.S. Securities and Exchange Commission
Aneliya S. Crawford ~ Schulte Roth & Zabel
J. Gerard Cummins ~ Sidley Austin LLP
Samantha Sacks Gallagher ~ VICI Properties
Anthony C. Green ~ Chief Legal Officer, Annaly Capital Management, Inc.
John T. Haggerty ~ Goodwin Procter LLP
James J. Hanks, Jr. ~ Venable LLP
Jeffrey D. Horowitz ~ Global Head of Real Estate, Gaming & Lodging Investment Banking, Bank of America Merrill Lynch
Andrew Jonas ~ Goldman, Sachs & Co.
Julian T. Kleindorfer ~ Latham & Watkins LLP
Matthew J. Lustig ~ Head of Investment Banking, North America, Head of Real Estate & Lodging, Lazard
Michael E. McTiernan ~ Hogan Lovells LLP
Guy A. Metcalfe ~ Managing Director and Global Chairman of Real Estate, Morgan Stanley
Ketan K. Patel ~ Executive Vice President, General Counsel, & Secretary, Forest City Realty Trust, Inc.
Sherry L. Rexroad ~ Managing Director, BlackRock
Philip Rosen ~ Weil Gotshal & Manges LLP
Scott Schaevitz ~ Barclays
David Schinasi ~ Wells Fargo Securities
Jodi J. Schwartz ~ Wachtell, Lipton, Rosen & Katz
Kendal A. Sibley ~ Hunton Andrews Kurth LLP
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
Program Attorney(s)
Meghan Carney Cavagnaro ~ Senior 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:  All PLI products can fulfill New Hampshire’s CLE requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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

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

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.

Alberta (CPD-ALBERTA):  All PLI products can fulfill Alberta’s CPD requirements. There is no limit to the number of credits an attorney can earn via PLI products.

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


Other Credit Types

CPE Credit (NASBA):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) qualify as the “Group-Live” delivery method. Please check the Credit Information box on the right-hand side of this page to verify CPE credit availability.

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.

Certified Financial Planners (CFP):  PLI’s live groupcasts (i.e. live webcasts available for group viewing at co-sponsored locations) may fulfill CFP credit requirements.

 

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