At Gibson, Dunn & Crutcher LLP, the REITs practice is jointly led by Brian Kniesly and David Perechocky and advises across the full lifecycle of public and private REITs. The team regularly represents lenders, investors, sponsors, and real estate private equity firms on a wide range of REIT-related transactions and strategic matters.
Real estate investment trusts (REITs) in United States
Gibson, Dunn & Crutcher LLP
Principaux dossiers
O'Melveny
Spread across Los Angeles, New York, and Newport Beach, O'Melveny's REIT practice includes Michael Hamilton and Malcolm Montgomery, who demonstrate expertise in the real estate and finance aspects of the REIT space.
Principaux dossiers
Goodwin
Co-headed by Yoel Kranz and Mark Opper, the team at Goodwin is well recognized for its expertise in capital markets matters, frequently advising issuers and underwriters on IPOs, unsecured debt offerings, ATM programs, and equity transactions. The firm is also adept at advising on non-traded REITs. Kranz, who is based in New York, is sought after for advising public and private companies on M&A and corporate and securities matters. Opper leads from Boston and is recognized for his work on M&A, securities offerings, corporate governance matters, and private real estate investment funds. Ettore Santucci, also based in Boston, represents publicly traded REITs and real estate operating companies in corporate finance, including IPOs, as well as M&A, corporate governance, and securities matters. With a focus on REITs and real estate operating companies, Boston-based Christopher Versfelt advises on corporate and securities matters for public and private companies. Audrey Leigh advises on public and private capital markets transactions across the real estate and specialty finance sectors from New York.
Responsables de la pratique:
Yoel Kranz; Mark Opper
Autres avocats clés:
Ettore Santucci; Christopher Versfelt; Audrey Leigh
Principaux clients
BXP (NYSE: BXP)
Essex Property Trust (NYSE: ESS)
Gaming and Leisure Properties (NASDAQ: GLPI)
The Macerich Company (NYSE: MAC)
Medical Properties Trust (NYSE: MPW)
Omega Healthcare Investors (NYSE: OHI)
Saul Centers (NYSE: BFS)
SL Green Realty Corp. (NYSE: SLG)
Urban Edge Properties (NYSE: UE)
Welltower Inc. (NYSE: WELL)
Principaux dossiers
- Represented the underwriters in the IPO for Lineage, Inc. with the largest initial public offering of 2024 to-date, selling 56,882,051 shares of its common stock at a public offering price of $78.00 per share.
- Advised Medical Properties Trust, Inc. in closing on an upsized $2.7 billion dual-tranche global offering of senior secured notes to institutional investors pursuant to Rule 144A.
- Counsel to the operating partnership of Essex Property Trust, Inc. in connection with the establishment of a $750 million unsecured commercial paper program.
Hogan Lovells US LLP
Hogan Lovells US LLP has a long-standing REITs practice advising on IPOs, M&A, capital markets, corporate governance, and joint ventures for publicly traded and non-traded REITs. The team is regularly instructed by REITs and underwriters on complex capital-raising and strategic transactions. Washington DC-based David Bonser anchors the practice, bringing more than 30 years of experience advising real estate companies on IPOs, private placements, fund formations, and M&A. Tax capability is a key differentiator, with Cristina Arumi and Prentiss Feagles advising on REIT and partnership tax structuring across IPOs, UPREIT formations, REIT conversions, rollups, and cross-border real estate investments. On the corporate and securities side, Mike McTiernan supports traded and non-traded REITs and underwriters on public offerings, SEC reporting, and governance matters, while Stacey McEvoy advises on REIT-related M&A, joint ventures, and restructurings. The practice is further supported by Lauren Clarke’s work on REIT tax planning and capital markets transactions, and the recent arrival of James Davidson in April 2025 strengthens the team’s bench in real estate and corporate matters.
Responsables de la pratique:
David Bonser; Cristina Arumi
Autres avocats clés:
Prentiss Feagles; Mike McTiernan; Stacey McEvoy; Lauren Clarke; James Davidson; Katherine Keeley; Paul Manca; Liz Banks; Cristina Arumi; Josh Scalia
Les références
‘The practice is unique due to the range of REIT clients that the group has and its familiarity with issues facing REITs. As a global firm, they can also provide broad advice across multiple practice areas.’
‘Mike McTiernan is an excellent lawyer. He is very technically capable given his regulatory background. At the same time, he is able to explain concepts clearly to non-lawyers and always has a business focus. He always has good advice on a variety of topics.’
‘They are a one-of-a-kind integrated REIT-focused service team. I think they work with the most REITs among all law firms and they really know the inside out for REITs in terms of real estate, capital markets, SEC and tax work. It is hard to find another full-service REIT law firm like this group.’
Principaux clients
VICI Properties
Welltower Inc.
Public Storage
Park Hotels & Resorts
JBG Smith Properties
Brixmor Property Group
National Health Investors, Inc.
American Homes 4 Rent
Franklin BSP Realty Trust
RLJ Lodging Trust
Ventas
LXP Industrial Trust
Kite Realty Group Trust
W. P. Carey
DiamondRock Hospitality
Sila Realty Trust
Postal Realty Trust, Inc.
Principaux dossiers
- Advising Elme Communities in connection with its $1.6 billion sale of a 19-property portfolio across the Greater Washington DC and Atlanta, Georgia metro areas and a plan of sale and liquidation.
- Advised Welltower Inc. on its $900 million acquisition of NorthStar Healthcare Income, Inc., a US-based public non-listed REITthat owns a diversified portfolio of 40 seniors housing properties.
- Advised National Health Investors, Inc. on multiple matters in the past 12 months, including in its successful defense against an activist campaign launched by Jonathan Litt’s Land & Buildings Investment Management.
Latham & Watkins
Latham & Watkins combines real estate, capital markets, and tax expertise to advise REITs on a wide range of transactional and financing matters across multiple asset classes, including large-scale IPOs, M&A, and debt and equity offerings. The practice is co-headed by Los Angeles–based Julian Kleindorfer, Lewis Kneib, and Ana O'Brien, bringing together extensive capital markets and tax experience. Kleindorfer has advised on numerous securities offerings for REITs and real estate companies, while Kneib regularly acts as outside counsel to REITs and investment banks on equity and debt offerings, private placements, and tender and exchange offers, including acting as underwriters’ counsel. O’Brien focuses on the federal taxation of REITs, advising on formations, capital markets transactions, joint ventures, and strategic investments. Tax partner Pardis Zomorodi advises REITs on formations, mergers and acquisitions, securities offerings, and ongoing operational tax matters, including IRS rulings. Brent Epstein advises REITs on public offerings and capital markets transactions. Michael Rechtin recently joined the firm.
Responsables de la pratique:
Julian Kleindorfer; Ana O’Brien; Lewis Kneib
Autres avocats clés:
Pardis Zomorodi; Brent Epstein; Michael Rechtin
Principaux clients
Ares Management LLC
Bank of America
Citigroup
Digital Realty Trust
Essex Property Trust
Four Corners Property Trust
Goldman Sachs
Host Hotels & Resorts
Hudson Pacific Properties
JP Morgan
Lineage, Inc.
Paramount Group
Peakstone Realty Trust
Phillips Edison REIT
Realty Income Corporation
Regency Centers
Safehold Inc.
Sun Communities
Principaux dossiers
- Advised Sun Communities, a REIT that owns and operates or has an interest in manufactured housing and recreational vehicle communities, in its US$5.65 billion sale of Safe Harbor Marinas, a marina and superyacht servicing business, to Blackstone Infrastructure.
- Advised Paramount Group, a vertically integrated REIT that owns, operates, manages, and redevelops Class A office properties, in its US$1.6 billion acquisition by Rithm Capital.
- Advised Digital Realty Trust in the second phase of its US$7 billion joint venture with Blackstone for the purpose of developing four hyperscale data center campuses across three metros in Europe and North America.
Sidley Austin LLP
Sidley Austin LLP is recognized for its strong REITs practice, advising public and private REITs across a broad range of asset classes, including office, hospitality, healthcare, storage, and mortgage sectors. The team regularly handles M&A, capital markets offerings, formations, and complex corporate transactions. The practice is co-headed by New York-based J. Gerard (Jerry) Cummins, who brings extensive experience advising on capital markets transactions involving equity and mortgage REITs, and fellow New York-based partner Bartholomew (Bart) Sheehan III, who represents issuers and underwriters in public and private debt and equity offerings, with a particular emphasis on REITs. Also in New York, Jason A. Friedhoff focuses on REIT IPOs, securities offerings, fund formations, and M&A, advising issuers, underwriters, and real estate fund managers, while Edward Petrosky advises on IPOs, follow-on offerings, and debt and equity securities transactions. Washington DC-based Sonia Gupta Barros advises on corporate governance, SEC compliance, and disclosure matters affecting REITs. New York-based tax partner Christian Brause and Los Angeles-based Ivy Jones advise on REIT formations, conversions, M&A, joint ventures, and capital markets transactions.
Responsables de la pratique:
J. Gerard Cummins (Jerry); Bartholomew A. Sheehan, III
Autres avocats clés:
Jason A. Friedhoff; Edward F. Petrosky; Sonia Gupta Barros; Christian Brause; Ivy H. Jones
Principaux clients
Rithm Perpetual Life Residential Trust
Curbline Properties Corp.
Sila Realty Trust
Healthcare Realty Trust
American Healthcare REIT, Inc.
Starwood Property Trust, Inc.
Invitation Homes Operating Partnership LP
Angel Oak Mortgage REIT, Inc.
PennyMac Mortgage Investment Trust
Essential Properties Realty Trust
3650 Capital
RXR Realty
Realty Income Corporation
Simon Property Group, L.P.
VICI Properties L.P.
Americold Realty Trust, Inc.
W. P. Carey Inc.
Rithm Capital Corp.
Safehold Inc.
Federal Realty Investment Trust
Welltower
Prologis
Kite Realty Group Offering
Pebblebrook Hotel Trust
Mid-America Apartments
Principaux dossiers
- Represented Rithm Perpetual Life Residential Trust,a privately-offered, non-traded REIT, in connection with its launch of an ongoing private offering and in connection with its 34 Act registration.
- Represented Starwood Property Trust in $2.2 billion acquisition of Fundamental Income Properties from Brookfield and related $500 million common stock offering.
- Represented American Healthcare REIT, Inc. (AHR), a publicly registered healthcare REIT, on approximately $2 billion of capital markets offerings.
Ballard Spahr LLP
One of the go-to Maryland counsel for REITs, the Ballard Spahr LLP team is experienced in advising both public and private REITs on corporate, securities, tax, real estate, and bankruptcy matters. Douglas Fox is knowledgeable in corporate, securities, and business law relating to REITs and frequently advises boards of directors and special committees on capital raising, corporate governance, and M&A. Charles Moran is sought after for his extensive experience representing public and private entities in corporate governance and corporate law matters. Craig Ganz regularly handles M&A transactions for buyers and sellers, while Wendi Kotzen is an integral team member. J. Thomas Bashore II focuses on entity formation, corporate governance, securities offerings, and advises REITs, funds, and related entities on Maryland law.
Responsables de la pratique:
Douglas Fox; Charles Moran; Craig Ganz; Wendi Kotzen
Autres avocats clés:
J. Thomas Bashore II
Principaux clients
Agree Realty Corporation
City Office REIT, Inc.
Four Corners Property Trust, Inc.
Granite Point Mortgage Trust, Inc.
SL Green Realty Corp.
Phillips Edison & Company, Inc.
Kilroy Realty Corporation
Healthpeak Properties, Inc.
Broadstone Net Lease Inc.
Two Harbors Investment Corp.
STORE Capital
Principaux dossiers
- Advised Agree Realty Corporation as corporate counsel on a series of capital markets transactions, including a $1.25 billion at-the-market equity offering program, two registered forward equity offerings totaling approximately $666 million, a $625 million commercial paper program, and a $400 million underwritten public offering of notes, also acting as multi-state counsel on the latter.
- Advised Four Corners Property Trust on Maryland corporation law matters, providing legal opinions in connection with a $500 million at-the-market equity offering program and a revolving credit and term loan facility with JPMorgan Chase Bank as administrative agent, comprising a $350 million revolving credit facility, a $590 million term loan facility, and an accordion feature allowing for up to $450 million in additional commitments.
- Served as corporate counsel to Kilroy Realty Corporation since its 1998 IPO, advising on corporate law matters and providing legal opinions in connection with a new universal shelf registration statement, a $400 million underwritten public offering of senior notes guaranteed by KRC, and a $500 million at-the-market equity offering program.
DLA Piper LLP (US)
DLA Piper LLP (US) is recognized for its strong REITs practice, advising public listed and non-traded REITs on corporate, capital markets, and tax matters throughout their lifecycle, including formations, roll-ups, IPOs, secondary equity and debt offerings, OP unit and DownREIT transactions, and complex M&A, financing, and restructuring matters. The team also represents investment banks in public and private REIT securities offerings and is particularly active in the non-traded REIT space, supported by a dedicated national REIT tax practice. Raleigh-based Robert Bergdolt leads the US REIT subgroup and advises on REIT offerings, mergers and acquisitions, and strategic transactions. New York-based Shiukay Hung heads the US REIT tax subgroup and is regularly instructed on complex REIT tax structuring matters. Also in Raleigh, Laura Sirianni focuses on securities offerings, SEC reporting, and corporate governance matters involving REITs. Chicago-based Katie Philippart LaKoma advises REITs and underwriters on REIT tax aspects of IPOs and public and private equity and debt offerings, as well as ongoing tax matters.
Responsables de la pratique:
Robert Hill Bergdolt; Shiukay Hung
Autres avocats clés:
Laura Sirianni; Katie Philippart LaKoma
Les références
‘DLA has a long history of advising REITs and working on transactions and investment structures utilizing REITs and has deep expertise in this area. The REIT tax practitioners have a deep understanding of the highly technical legal framework and informal market practice that applies to REITs and are able to advise clients based on this expertise in a thoughtful but practical manner.’
‘In my opinion, Shiukay Hung is a real star. He is one of the leading experts on REITs generally and has deep knowledge about nuanced technical rules applicable to the activities of REITs as well as the structures applicable to making investments in REITs as efficient as possible from a tax perspective.’
‘Laura Sirianni represents her clients extremely well, constantly advocating for them without seeming needy or pushy. How she accomplishes some of the things she accomplishes, I’ll never know. But she does so as well or better than almost any other attorney in this space.’
Principaux clients
Blackstone Real Estate Advisors LP
Goldman Sachs
Getty Realty Corporation
Ares Management
Inland Real Estate Corporation
City Office REIT, Inc.
EQT Exeter Real Estate Income Trust, Inc.
Independence Realty Trust, Inc.
KBS Real Estate Investment Trust
Cottonwood Residential, Inc. [Cottonwood Communities]
Principaux dossiers
- Advising Blackstone Real Estate Income Trust, Inc, as co-securities counsel for an ongoing public offering, an ongoing private offering, and related public company reporting matters. The registered offering is currently $60 billion.
- Advising Ares Real Estate Income Trust Inc. as securities counsel for ongoing private offering and related public company reporting matters, corporate counsel for ongoing governance matters, and REIT tax counsel for ongoing REIT tax matters. The registered offering is currently $10 billion.
- Representing EQT Exeter Real Estate Income Trust, Inc. (EQRT) in the initial public offering of its first non-traded real estate investment trust, which offering is ongoing. EQRT offering is up to $5 billion in shares of its common stock.
Morrison Foerster
Noted for its ‘impressive’ REITs team, Morrison Foerster advises publicly and privately held REITs on debt and equity issuances, capital raising, formations, joint ventures, and M&A transactions across a range of asset classes, including healthcare, retail, digital infrastructure, and commercial mortgage assets. The practice is co-led by Washington DC-based Alice Connaughton, who advises REITs and real estate companies on corporate matters and securities offerings, and New York-based Larry Medvinsky, who represents REITs, issuers, and underwriters in IPOs, capital markets transactions, joint ventures, and fund formations. Also in Washington DC, Justin Salon focuses on corporate finance matters involving REITs, including IPOs, public and private offerings, and debt financings. San Diego-based tax partner Shane Shelley advises REIT clients on tax structuring and transactional matters, while Washington DC-based Emily Beers represents REITs and investment banks in IPOs, follow-on offerings, and private placements. David Slotkin left the firm in January 2025.
Responsables de la pratique:
Alice Connaughton; Larry Medvinsky
Autres avocats clés:
Justin Salon; Shane Shelley; Emily Beers
Les références
‘The entirety of the team is and has been impressive. I have done business with the firm for over a decade at this point, but first and foremost they are specialist in their area. Therefore their knowledge is very deep and can address matters timely and efficiently. ’
‘The practice is unique because it truly has well-rounded market expertise in the REIT practice area, and the individuals within the practice are pragmatic, intelligent and collaborative.’
‘Alice Connaughton, having worked with her previously and valued both her deep market expertise, collaborative attitude and pragmatic approach’
Principaux clients
Alexandria Real Estate Equities, Inc.
Ares Industrial Real Estate Income Trust, Inc.
Armada Hoffler Properties, Inc.
Barclays Capital, Inc.
BofA Securities, Inc.
B. Riley Securities, Inc.
Broad Street Realty, Inc.
CareTrust REIT, Inc.
Citigroup Global Markets, Inc.
Derby Copeland Capital
Equity LifeStyle Properties
Farmland Partners, Inc.
Forum Investment Group
Hines Global Income Trust, Inc.
Jefferies LLC
J.P. Morgan Securities LLC
KeyBanc Capital Markets, Inc.
Modiv Industrial, Inc.
Morgan Stanley & Co. LLC
NorthStar Healthcare Income, Inc.
Piper Sandler Companies
Plymouth Industrial REIT, Inc.
RBC Capital Markets, LLC
Robert W. Baird & Co.
Sealy Private Industrial Real Estate Trust
Stifel, Nicolaus & Company, Incorporated
Townsend Group
UBS Securities, LLC
UDR, Inc.
Wells Fargo Securities, LLC
Zippy Shell Incorporated
Principaux dossiers
Simpson Thacher & Bartlett LLP
Simpson Thacher & Bartlett LLP has ‘excellent breadth across M&A, real estate and tax’, advising clients on the full spectrum of REIT transactions, including M&A, joint ventures, public and private equity and debt financings, IPOs, spin-offs, corporate governance, and REIT formations. The team regularly advises public and non-traded REITs, private equity sponsors, and investment banks on capital markets and strategic transactions. Practice lead Sasan Mehrara, in New York is adept in real estate transactions, and M&A as well as disposition related to REITs. New York-based Brian Stadler advises REITs on acquisitions, dispositions, leveraged buyouts, and joint ventures. Also in New York, Edgar Lewandowski focuses on capital markets matters, representing REITs and underwriters in IPOs and equity and debt offerings, while Benjamin Wells advises on REIT formations, securities offerings, and regulatory matters. Fellow New York-based partner Matt Rogers advises on complex M&A transactions, including leveraged buyouts and joint ventures. Washington DC-based Daniel Honeycutt focuses on REIT structures, formations, and acquisitions, with particular experience advising private and non-listed REITs across multiple asset classes and investment strategies.
Responsables de la pratique:
Sasan Mehrara
Autres avocats clés:
Brian Stadler; Edgar Lewandowski; Benjamin Wells; Matt Rogers; Daniel Honeycutt; Atif Azher; Anthony King; Krista Miniutti,
Les références
‘Simpson Thacher has a top-tier REIT team with excellent breadth across M&A, real estate and tax, which allows them to expertly manage highly complex transactions for sophisticated clients in time-sensitive environments.’
‘They also work very collaboratively with counsel in ex-US jurisdictions on cross-border transactions to deliver a seamless, well-thought-through strategy and work product.’
‘Brian Stadler is extremely knowledgeable about the market and his clients, allowing him to quickly cut to the important points and find solutions that work for all parties. Matt Rogers is very knowledgeable and does a great job managing broad, diverse teams on tight timelines to get highly complex deals done.’
Principaux clients
Blackstone Mortgage Trust, Inc.
Blackstone Real Estate Income Trust, Inc. (BREIT)
Blue Owl Real Estate Net Lease Trust
Brandywine Realty Trust (Underwriters)
Clarion Partners Real Estate Income Fund
Cohen & Steers Income Opportunities REIT, Inc.
DigitalBridge Group, Inc.
Invitation Homes
J.P. Morgan Securities LLC
KKR
KSL Capital Partners
New Mountain Net Lease Trust
North Haven Net REIT
Oaktree Real Estate Income Trust, Inc.
PGIM Investments LLC
Principal Credit Real Estate Income Trust
Starwood Credit Real Estate Income Trust
The Ground Lease REIT, Inc.
BlackRock Monticello Debt Real Estate Investment Trust
Principaux dossiers
- Represented Blackstone Real Estate Income Trust, Inc., a non-traded traded equity REIT, with respect to its continuous public and private offering and ongoing matters.
- Represented Blackstone Real Estate Partners X in its acquisition of Retail Opportunity Investments Corp. (ROIC) in a $4 billion all-cash transaction.
- Represented Blue Owl Real Estate Net Lease Trust (ORENT), the first private placement REIT for individual investors, in its launch and ongoing matters.
Sullivan & Worcester LLP
With a well-established focus on REIT structuring, tax, and transactional matters, the team at Sullivan & Worcester LLP advises public and private REITs across formations, IPOs, capital markets offerings, and corporate restructurings. The group is particularly active in REIT tax structuring, including cross-border transactions and compliance with REIT qualification requirements, and regularly advises domestic and foreign investors on REIT investments. The Boston-based practice is led by Angela Gomes, who advises REIT clients on corporate finance, securities compliance, and governance matters. Tax director Ameek Ashok Ponda focuses on domestic and international tax issues involving REIT formations, conversions, and cross-border transactions. Louis Monti advises REITs on acquisitions, dispositions, and financings across multiple real estate asset classes. Sarah Wellings focuses on REIT structuring, compliance, and formation matters. Washington DC-based Cameron Cosby joined the firm in April 2025 and advises REITs on capital markets transactions, mergers and acquisitions, and joint ventures.
Responsables de la pratique:
Angela Gomes; Ameek Ashok Ponda; Louis Monti
Autres avocats clés:
Sarah Wellings; Cameron Cosby
Les références
‘We have built multiple complex and sophisticated REIT platforms over the years and worked with many top-tier REIT specialists, but Sullivan’s REIT practice is by far the best. Their expertise, depth of knowledge, and rigor are unmatched, which is critical in REIT transactions where even minor mistakes can have catastrophic consequences.’
‘Sullivan brings a proven ability to manage every aspect of a REIT transaction end-to-end, from structuring and financing to tax, commercial contracts, compliance, and governance. What truly sets them apart is that they don’t just execute – they are part of the team and help shape strategy.’
‘They are solution-oriented, propose innovative ideas, and help navigate negotiations without ever compromising on precision or legal integrity. Sullivan also excels at orchestrating complex deals across multiple law firms, reducing friction and ensuring seamless coordination.’
Principaux clients
American Tower Corporation
Equinix, Inc.
Iron Mountain Incorporated
American Homes 4 Rent
Industrial Logistics Properties Trust
Service Properties Trust
Office Properties Income Trust
Manulife US REIT
Diversified Healthcare Trust
Manhattan Bridge Capital Inc.
Seven Hills Realty Trust
Prime US REIT
New Forests, Inc.
Principaux dossiers
- Represented major public REITs, including American Tower Corporation and Equinix, Inc., and provided tax counsel and public tax opinions on matters relating to REIT qualification, transactions, and ongoing compliance.
- Represented Equinix, Inc. as US REIT and tax counsel in connection with entering into and maintaining REIT compliance for joint ventures to develop and operate xScale data centers across Europe, Asia-Pacific, and the Americas, including its $600 million joint venture with PGIM Real Estate and its $15 billion joint venture with GIC and CPPIB.
- Represented Aligned Data Centers as special tax and REIT counsel in the sale of its equity to a partnership for $40 billion to a consortium of investors including Nvidia, Microsoft, BlackRock, and xAI.
Venable LLP
Led by Baltimore-based Michael Schiffer, Venable LLP’s Maryland corporate practice advises publicly traded, non-listed, and private REITs on corporate law matters, including IPOs, equity and debt offerings, mergers and acquisitions, spin-offs, and other strategic transactions. The team regularly advises REIT boards and board committees on corporate governance, directors’ duties, takeover defenses, conflicts of interest, and change-of-control matters. Schiffer advises publicly and privately held REITs on mergers and acquisitions, securities offerings, financings, and governance issues. Also in Baltimore, James Hanks regularly serves as independent counsel to REIT boards and committees on governance matters, stockholder litigation, and conflicts issues. Patricia McGowan advises REITs on corporate governance, capital markets transactions, and M&A. Christopher Pate represents public and private REITs in major transactions, securities offerings, and formation matters. Carmen Fonda focuses on corporate law, advising REITs on formations, governance, and capital markets transactions.
Responsables de la pratique:
Michael Schiffer
Autres avocats clés:
James Hanks; Patricia McGowan; Christopher Pate; Carmen Fonda; Hirsh Ament; Brian Field;
Les références
‘Great depth of expertise and efficiency as compared to other firms make Venable a pleasure to work with.’
‘Brian Field and Patsy McGowan are always knowledgeable, thoughtful, and responsive. They make working together as seamless as possible on a very regular basis. I have valued their guidance and support through various transactions.’
‘The Venable team has a full grasp of the technical aspects of Maryland law while remaining practical and commercial in the context of a deal.’
Principaux clients
Alexandria Real Estate
Lineage
Great Ajax Corp.
SITE Centers Corp.
Equity Commonwealth
Windstream Holdings II, LLC
Paramount Group, Inc.
Millrose Properties, Inc.
United Development Funding IV
SmartStop Self Storage REIT, Inc
National Healthcare Properties, Inc
Ellington Credit Company (formerly Ellington Residential Mortgage REIT)
Principaux dossiers
- Advised the board of directors of Alexandria Real Estate Equities, Inc., an S&P 500 Maryland REIT, on corporate governance matters, including proxy disclosures, shareholder proposals, proxy advisor and institutional investor voting policies, ESG developments, shareholder activism trends, and bylaw amendments.
- Advised Lineage, Inc. (Nasdaq: LINE), the world’s largest temperature-controlled warehouse REIT, as Maryland counsel on its $5.1 billion initial public offering – including drafting Maryland governing documents, advising on Maryland law disclosures in the Form S-11 registration statement, and delivering Maryland law legal opinions.
- Advised Great Ajax Corp. as Maryland counsel on its strategic transaction with Rithm Capital Corp., including termination of its external management agreement, entry into new management and financing arrangements, and an exchange transaction with warrant holders and preferred stockholders, advising on Maryland law matters including the purchase agreement and proxy statement.
Clifford Chance
Clifford Chance advises listed and non-listed equity and mortgage REITs on a wide range of capital markets, M&A, joint venture, and governance matters, acting for both US and international clients across traditional and emerging real estate asset classes. The multidisciplinary team combines capital markets, corporate, real estate, finance, and tax expertise to support REIT clients from formation through capital raising and strategic transactions. Andrew Epstein advises issuers, underwriters, and sponsors on capital markets and M&A transactions involving REITs. Jason Myers focuses on REIT capital raising, including IPOs, private placements, and joint ventures, and also advises on governance and compliance matters. Kathleen Werner represents REITs and investment banks in securities offerings and corporate transactions. Jay Bernstein advises REITs and sponsors on complex capital raising and strategic transactions, while Jake Farquharson focuses on REIT-related capital markets transactions, joint ventures, and corporate finance matters.
Responsables de la pratique:
Andrew Epstein; Jason Myers; Kathleen Werner
Autres avocats clés:
Jay Bernstein; Jake Farquharson; Michael Seaton; Hannah Richard
Les références
‘Public REIT practice coordinates well with other teams within the firm so the client feels a holistic review and guidance is given without undue coordination on the client’s part. REIT team is very knowledgeable and practical at the same time, demonstrating their depth of experience.’
‘Michael Seaton and Hannah Richard are excellent partners to our business. Not only do they possess the technical expertise, but their communication styles demonstrate an understanding of their client’s needs, both for answers and timing of same. They provide both solid legal analysis and practical solutions.’
‘They have always solved the problems. Great client service and a broad range of business lines to support all issues.’
Principaux clients
Cantor Silverstein Opportunity Zone Trust
Dream Asset Management
Grubb Properties
Star Holdings
Net Lease Office Properties
Equity Lifestyles
Terramed Real Estate Solutions
National Storage Affiliates
ReNew REIT LLC
Global Self Storage
Retail Opportunity Investments Corp.
Chimera Investment Corp.
JOSS Realty REIT, Inc.
Roc360 Real Estate Investment Trust
CNL Strategic Residential Credit, Inc.
Apollo Commercial Real Estate Finance, Inc
Apollo Reality Income Solutions, Inc.
PIMCO Mortgage Income Trust
Yes Communities Inc.
Montecito Medical Real Estate
Principaux dossiers
- Advised Apollo Realty Income Solutions, Inc., a non-traded REIT (« ARIS »), in connection with a continuous follow-on public offering of up to $5 billion in shares of ARIS’s common stock pursuant to its registration statement on Form S-11, which was declared effective by the SEC on June 26, 2025. Continuing to act as ARIS’s counsel in connection with its ongoing reporting obligations under the ‘33 Act and the ‘34 Act as well as corporate governance matters.
- Advised Retail Opportunity Investments Corp. in connection with its $4 billion merger and acquisition by affiliates of Blackstone. Blackstone and certain affiliates of Blackstone entered into a definitive merger agreement under which Blackstone agreed to acquire all outstanding common shares of the Company for $17.50 per share, a 34% premium to the Company’s closing share price on the last trading day prior to news reports of a potential sale.
- Advised CNL Strategic Residential Credit, Inc. on its formation and continuous private offering of up to $1 billion shares of its common stock.
Fried, Frank, Harris, Shriver & Jacobson LLP
Fried, Frank, Harris, Shriver & Jacobson LLP maintains a well-established REITs practice advising public and private REITs on capital markets, M&A, and tax matters across a range of asset classes. The team is led by Washington DC-based Stuart Barr, who heads the REIT practice and advises on complex REIT IPOs, securities offerings, and strategic transactions involving hospitality, multifamily, office, and data center assets. New York-based Libin Zhang focuses on REIT tax structuring, advising REITs, fund managers, and investors on real estate transactions, joint ventures, and cross-border matters. Todd Pollock advises US and international clients on REIT-related tax matters, including fund formations, mergers and acquisitions, and investment structuring. Cameron Cosby departed the firm in April 2025.
Responsables de la pratique:
Stuart Barr
Autres avocats clés:
Libin Zhang; Todd Pollock
Les références
‘The team is knowledgeable, and produces great quality of work.’
‘The team is very responsive and provides practical solutions. Given the depth of knowledge and experience the team has, we generally come to a solution relatively quickly without further research.’
‘I enjoy working with Libin Zhang. He is very responsive, always available, and easy to talk through problems to come to a practical solution. His technical tax knowledge is incredible and he always has answers to my questions. He always seems to understand the problems and have solutions.’
Principaux clients
Acadia Realty Trust Underwriters
BlackRock
Broadstone Net Lease, Inc.
Brookfield Asset Management
Centerbridge Partners
Cloud Capital
Conversant Capital
Crow Holding Capital
Extra Space Storage, Inc. Underwriters
FrontView REIT
RXR
West Street Infrastructure Partners
Principaux dossiers
- Acting as counsel to the underwriters in connection with Extra Space Storage LP’s issuance of $800 million senior notes, among other transactions worth $1.95 billion in aggregate
- Acting as counsel to Crow Holdings Capital and Allianz in their sale of an industrial real estate portfolio to Core+ funds affiliated with Blackstone Real Estate.
- Acting as counsel to FrontView REIT in its $250.8 million initial public offering and listing on the New York Stock Exchange.
Greenberg Traurig
Greenberg Traurig advises public, non-traded, and private REITs on capital markets, transactional, and tax matters, including IPOs, follow-on offerings, mergers and acquisitions, and real estate financings. The practice is co-headed by Robert Ivanhoe, who focuses on sophisticated real estate transactions involving acquisitions, dispositions, restructurings, and financings across asset classes, and Joseph Herz, who concentrates on capital markets and M&A transactions involving traded and non-traded REITs, regularly representing issuers and underwriters in equity and debt offerings. Tax partner Timothy Donovan advises REITs and their operating partnerships, real estate funds, and joint ventures on federal income tax matters, including structuring and compliance, as well as the tax implications of foreign investment in US real estate.
Responsables de la pratique:
Robert Ivanhoe; Joseph Herz
Autres avocats clés:
Timothy Donovan; Joe Herz; Corey Light; Sandy Presant; Win Rutherfurd; Godric Shoesmith
Les références
‘The team is incredibly personable and commercial. We view them as an extension of our own and they always go the extra mile on any project we are working on together.’
‘We collaborate quite frequently with the team and are consistently impressed by the depth from Shareholder to Associate. It is a pleasure to work with them’
‘We work frequently with Joe Herz, Corey Light, Sandy Presant, Win Rutherfurd, and Godric Shoesmith. All of these individuals are awesome. We appreciate the timeliness and level of care that is put into every ask.’
Principaux clients
SL Green Realty Corp.
Kimco Realty Corp.
Cantor Fitzgerald Income Trust, Inc.
Global Net Lease, Inc.
National Healthcare Properties, Inc. (f/k/a Healthcare Trust, Inc.)
Innovative Industrial Properties, Inc.
Ares Management (f/k/a Black Creek Group
Makarora Management LP
Principaux dossiers
- Advised Innovative Industrial Properties, Inc. on its $270 million investment in IQHQ, Inc., including a $100 million revolving credit facility and up to $170 million in preferred stock purchases, expanding its portfolio into life sciences real estate.
- Represented Representing Makarora Management LP in its proposed $2.1 billion acquisition of Plymouth Industrial REIT, Inc., taking the company private through an all-cash merger alongside Ares Alternative Credit funds.
- Advised Global Net Lease, Inc. on its $300 million “at-the-market” common stock offering through Bank of America Securities to support portfolio expansion across the US and Europe.
Hunton Andrews Kurth LLP
With a ‘focus on representing mortgage REITs’, Hunton Andrews Kurth LLP regularly advises issuers and underwriters on capital markets transactions involving equity and mortgage REITs, including IPOs and public offerings. The practice also demonstrates particular strength in hotel and specialty REIT transactions. Washington DC-based Robert Smith advises on capital markets and M&A transactions involving mortgage and equity REITs, frequently acting for issuers and underwriters. Richmond-based Kendal Sibley focuses on federal income tax matters affecting REITs, including capital markets transactions, fund formations, and mergers and acquisitions. George Howell advises on REIT tax structuring, securitizations, and complex financial products. Kate Saltz advises REIT issuers and underwriters on corporate and securities transactions, including ATM offerings, public offerings, and strategic transactions across multiple REIT asset classes.
Responsables de la pratique:
Robert Smith; Kendal Sibley
Autres avocats clés:
George Howell; Kate Saltz
Les références
‘Hunton has a nice REIT practice with a focus on representing mortgage REITs. Rob Smith oversees the practice from a securities perspective, while Kendal Sibley is the main tax partner. Both are excellent lawyers, and good people, and deserve to be recognized for their practice.’
‘Hunton Andrews Kurth stands out for its ability to deliver sophisticated legal counsel with a strong appreciation for organizational mission, governance, and long-term strategy. The team brings deep expertise across corporate governance, intellectual property, and transactional matters, and consistently provides advice that is practical, thoughtful, and tailored to the specific needs of the client.’
‘What makes the practice unique is the team’s collaborative approach and genuine investment in understanding our objectives beyond the immediate legal question.’
Principaux clients
Chimera Investment Corporation
MFA Financial, Inc.
Pebblebrook Hotel Trust
AG Mortgage Investment Trust, Inc.
Annaly Capital Management, Inc.
Newlake Capital Partners Inc.
Millrose Properties, Inc.
Kennedy Lewis Investment Management LLC
Underwriters’ Counsel For Rexford Industrial Realty, Inc.
Pretium Partners, LLC
KKR Real Estate Finance Trust
Chatham Lodging Trust
New York Mortgage Trust, Inc.
Postal Realty Trust, Inc.
InvenTrust Properties Corp.
Omega Healthcare Investors, Inc.
Stag Industrial, Inc.
Underwriters’ Counsel for Alpine Income Property Trust
Underwriters’ Counsel for CTO Realty Growth, Inc.
Underwriters’ Counsel for UMH Properties, Inc.
Orion Properties Inc.
Sunrise Realty Trust, Inc.
Medalist Diversified REIT, Inc.
ACRES Commercial Realty Corp.
Keefe, Bruyette & Woods, Inc.
Robert W. Baird & Co., Inc.
Ellington Management Group, L.L.C.
Investors Real Estate Trust d/b/a Centerspace
Underwriters Counsel for NexPoint Real Estate Finance
Xenia Hotels & Resorts, Inc.
NewPoint Real Estate Capital LLC
Guidance Financial Group, Ltd.
Healing Realty Trust
Designated Underwriters Counsel for Ashford Hospitality Trust, Inc.
Koach Capital LLC
Meridian Capital Group LLC
Principaux dossiers
- Represented Pebblebrook Hotel Trust (NYSE: PEB) in connection with its $400 million Rule 144A Offering of 6.375% Senior Notes due 2029. Hunton subsequently represented Pebblebrook in connection with its $400 million Rule 144A Offering of 1.625% Senior Notes due 2030.
- Represented MFA Financial, Inc. (NYSE: MFA) in connection with the establishment of a $100 million preferred stock at-the-market (ATM) offering program and a $300 million common stock ATM offering program.
- Represented Chimera Investment Corporation (NYSE: CIM) in negotiating and executing a definitive agreement to acquire HomeXpress Mortgage Corp. from certain affiliates of Seer Capital Management and certain management sellers.
King & Spalding
King & Spalding advises public and private REITs on a wide range of transactions, including capital markets offerings, fund formations, recapitalizations, M&A, and complex equity and debt financings, often involving cross-border elements. The Atlanta-based team is led by Spencer Johnson, who heads the firm’s REIT practice and advises private equity sponsors, investment banks, and REITs on capital raising, fund formations, and strategic transactions. Gibbs Fryer focuses on real estate capital markets, representing REITs and institutional investors in financings, joint ventures, and corporate transactions. Kathryn Furman advises public and private REITs on fund formations, M&A, and joint ventures. Wayne Pressgrove advises REITs and real estate private equity funds on structuring matters, fund formations, acquisitions, and cross-border investment transactions.
Responsables de la pratique:
Spencer Johnson
Autres avocats clés:
Gibbs Fryer; Kathryn Furman; Wayne Pressgrove
Principaux clients
11 North Partners
Inland Construction & Development, Co.
Jamestown
Platform Ventures
Ventas, Inc. (NYSE: VTR)
The RMR Group
Piedmont Realty Trust
Clarion Partners
RCG Ventures LLC
Equinix, Inc.
Cortland Partners, LLC
Curbline Properties Corp.
Principaux dossiers
- Advised Cortland Partners on its definitive agreement to acquire a 19-asset multifamily real estate portfolio from Elme Communities (NYSE: ELME) for $1.6 billion in cash.
- Advised Cousins Properties LP on its $495.7 million registered public offering of senior notes due 2030 to refinance existing debt and fund general corporate purposes.
- Advised Curbline Properties Corp. on a $250 million share repurchase program and implementation of a $250 million “at-the-market” stock offering program.
Kirkland & Ellis LLP
Kirkland & Ellis LLP advises public and private REITs on a wide range of transactional, tax, and capital markets matters, including M&A, joint ventures, IPOs, portfolio transactions, financings, restructurings, and corporate governance. The team operates on an integrated, multidisciplinary basis, combining real estate, tax, and corporate expertise to support REIT sponsors and investors across traditional and emerging asset classes, including digital infrastructure and data centers. New York-based Mike Beinus advises public and private REITs, real estate funds, and private equity sponsors on complex tax structuring matters, including mergers and acquisitions, restructurings, and securities offerings. Washington DC-based Dave Levy advises REITs, private equity sponsors, and institutional investors on real estate transactions, including acquisitions, securities offerings, structured financings, and restructurings, with experience spanning both equity and mortgage REITs across a broad range of asset classes.
Autres avocats clés:
Mike Beinus; Dave Levy
Principaux clients
Digital Realty Trust
Americold Realty Trust
Ares
Blue Owl Capital
Equity Lifestyle Properties
Fortress Investment Group
Hudson Pacific Properties
Starwood Capital Group
Principaux dossiers
- Represented Digital Realty Trust, Inc. (NYSE: DLR), one publicly traded data center REITs in the world, in the formation and structuring of its off-balance-sheet asset management affiliate and the closing of Digital Realty DC Partners NA Fund, its inaugural US hyperscale data center fund.
- Represented Americold Realty Trust, a public REIT, in its issuance of $400 million senior notes due in 2032.
- Represented Hudson Pacific Properties on securing a $285 million commercial mortgage-backed security (CMBS) loan to refinance its Amazon-occupied office tower located in Seattle, Washington, which is owned in a joint venture between Hudson Pacific Properties and the Canada Pension Plan Investment Board.
Mayer Brown
Mayer Brown brings longstanding experience advising public and private equity and mortgage REITs on a wide range of capital markets, structured finance, and corporate transactions, including IPOs, follow-on offerings, securitizations, and M&A. The team regularly represents REITs, underwriters, and investors in formations, UPREIT and DownREIT structures, roll-ups, and complex financings, and is also active in advising mortgage and data center REITs. New York-based Anna Pinedo leads the practice and advises REITs on financings, strategic transactions, and corporate governance matters. Chicago-based Haukur Gudmundsson represents mortgage REITs, issuers, and investors in structured finance and capital markets transactions. Also in New York, Brian Hirshberg advises REITs on capital markets transactions. Liz Walsh has joined the firm, further expanding the REIT practice.
Responsables de la pratique:
Anna Pinedo
Autres avocats clés:
Haukur Gudmundsson; Brian Hirshberg; Liz Walsh
Les références
‘The team has a vastly superior understanding of the capital markets, from both a legal and practical standpoint.’
Principaux clients
Adamas Trust, Inc. (f/k/a New York Mortgage Trust, Inc.)
ARMOUR Residential REIT, Inc.
CBRM Realty Inc.
Centerspace LP (designated underwriter/agent counsel)
Cherry Hill Mortgage Corporation
Chimera Investment Corporation
Churchill Finance LLC
Dwight Mortgage Trust LLC
Dynex Capital, Inc.
Gaea Real Estate Corp.
Global Net Lease, Inc. (designated underwriter/agent counsel)
Lument Finance Trust
MFA Financial Inc.
Post Brothers Holdings LLC
Prologis, Inc.
Ready Capital
RealSource Properties, Inc
Redwood Trust Inc.
Seer Capital Management LP
Waypoint Residential LLC
Principaux dossiers
- Advised Prologis, Inc., a leading multinational logistics REIT and its affiliates on its SEC reporting and disclosure matters, as well as on its financings, which during the period, as noted, include a series of debt offerings totalling more than $4.5 billion.
- Advised Cherry Hill Mortgage Investment Corporation, a publicly-traded residential mortgage REIT, in connection with its SEC reporting and disclosure, as well as its corporate governance matters.
- Advised UBS Securities LLC, as sole dealer manager, in connection with Seven Hills Realty Trust’s (Nasdaq: SEVN) fully backstopped, transferable rights offering to raise up to approximately $65 million. The transaction was distinguished by its use of a transferable rights offering, a structure significantly less common among mortgage REITs.
Paul Hastings LLP
Paul Hastings LLP advises REITs and underwriters on a broad range of capital markets and transactional matters, including IPOs, ATM programs, note offerings, preferred equity financings, debt offerings, and acquisitions. Key partners include Frank Lopez in New York, Colin Diamond in New York and Houston, and Eric Sibbitt in San Francisco. Boston-based Scott Chase advises public and private REITs on IPOs, follow-on offerings, bond offerings, corporate governance, and M&A. Chicago-based Kerry Johnson focuses on REIT capital markets transactions and M&A, representing issuers, underwriters, and boards. Washington DC-based Chris Mangin joined the firm in January 2025 and advises REITs, sponsors, and underwriters on tax matters arising in IPOs, financings, joint ventures, and strategic transactions.
Responsables de la pratique:
Frank Lopez; Colin Diamond; Eric Sibbitt
Autres avocats clés:
Scott Chase; Kerry Johnson; Chris Mangin
Principaux clients
Bluerock Homes Trust
Bluerock Residential
CubeSmart
Highwoods Properties
IQHQ
Kilroy Realty Corporation
Nuveen Farmland REIT
Regency Centers Corporation
STAG Industrial
Sunstone Hotel Investors
Terreno Realty Corporation
UMH Properties
Underwriting Syndicate – American Healthcare REIT
Underwriting Syndicate – American Homes 4 Rent
Underwriting Syndicate – Armada Hoffler Properties
Underwriting Syndicate – Blackstone Mortgage Trust
Underwriting Syndicate – Elme Communities
Underwriting Syndicate – FrontView REIT
Underwriting Syndicate – Gaming & Leisure Properties
Underwriting Syndicate – Innovative Industrial Properties
Underwriting Syndicate – Invitation Homes
Underwriting Syndicate – Lineage
Underwriting Syndicate – LTC Properties
Underwriting Syndicate – Sun Communities
Principaux dossiers
Vinson & Elkins LLP
Vinson & Elkins LLP advises public and private REITs on capital markets transactions, including securities offerings, ATM programs, investment grade debt offerings, and strategic corporate matters. The team is led by Daniel LeBey in Richmond, who focuses on capital formation, M&A, joint ventures, and corporate governance matters involving REITs and commercial real estate companies. Greg Cope, based in Washington DC, advises REITs, sponsors, and underwriters on IPOs, equity and debt offerings, fund formations, and strategic transactions. Christopher Green, also in Washington DC, focuses on capital markets, securities, and M&A transactions involving equity and mortgage REITs, advising issuers, sponsors, and investment banks. Paige Anderson in Richmond advises REITs and investors on tax structuring matters, including REIT formations, capital markets transactions, joint ventures, and cross-border investments.
Responsables de la pratique:
Daniel LeBey
Autres avocats clés:
Greg Cope; Christopher Green; Paige Anderson
Les références
‘Greg Cope has very diverse legal knowledge, making him a strong legal advisor on a wide variety of situations. He is very responsive to any legal inquiries I make.’
‘I appreciate that I can call the V&E team for their view on a legal issue and they will always get me a quick answer.’
Principaux clients
Adamas Trust, Inc. (Formerly New York Mortgage Trust)
Alpine Income Property Trust, Inc.
Barclays Capital Inc.
Fermi Inc.
BofA Securities, Inc.
Cantor Fitzgerald & Co.
CTO Realty Growth, Inc.
Deutsche Bank Securities, Inc.
Ellington Financial Inc.
Fillmore Capital Partners LLC
Flagship Healthcare Properties, LLC
Global Medical REIT Inc.
Goldman Sachs & Company
Morgan Stanley & Co. LLC
American Hospitality Properties REIT, Inc.
Oaktree Capital Management, L.P.
Orchid Island Capital, Inc.
Wells Fargo Securities, LLC
WPT Capital Advisors, LLC
WPT Industrial Venture III, LP
Big Watt Digital, LLC
TPG RE Finance Trust, Inc
UBS Securities LLC
Evercore Group L.L.C.,
Mizuho Securities USA LLC
Rayonier Inc.
Principaux dossiers
Weil, Gotshal & Manges LLP
Weil, Gotshal & Manges LLP advises public and private REITs on a range of real estate and corporate transactions, including joint ventures, debt offerings, acquisitions, divestitures, and restructurings. The team regularly represents REITs, private equity sponsors, and institutional investors on complex real estate transactions across multiple asset classes. New York-based Thomas Henry advises REITs and real estate investors on acquisitions, dispositions, financings, joint ventures, and restructuring matters, including large-scale and cross-border transactions. Also in New York, Jannelle Seales, co-head of the real estate practice, focuses on financings, joint ventures, and acquisitions and dispositions involving real estate companies, including public and private REITs. Jessica Pillai has joined the firm, further bolstering the team’s offering.
Responsables de la pratique:
Thomas Henry; Jannelle Seales
Autres avocats clés:
Jessica Pillai
Principaux clients
Affiliates of Point Field Partners Holding Company, LLC
Aterian Investment Partners
DigitalBridge Group, Inc.
Eli Lilly & Company
Everstream Solutions LLC
The Home Depot Inc.
InfraBridge Investors (UK) Limited
MGM Resorts International
Paramount Group, Inc.
Superior Industries International, Inc.
TPG Inc.
Trademark Cosmetics, Inc.
TruArc Partners, LP
Warburg Pincus
Principaux dossiers
- Advised The Home Depot Inc., in its acquisition, through SRS Distribution Inc. (a subsidiary of The Home Depot, Inc.), a residential specialty trade distribution company across several verticals serving the professional roofer, landscaper and pool contractor, of GMS Inc., a specialty building products distributor, in a transaction that implies an enterprise value (including net debt) of approximately $5.5 billion.
- Advised Giant Eagle, Inc., the owner and operator of supermarkets and convenience stores/gas stations, in its sale of GetGo Café + Market Stores, an innovative, food-first convenience store located in Pennsylvania, Ohio, West Virginia, Maryland and Indiana, to Alimentation Couche-Tard, Inc. (Canada), one of the largest independent convenience store operators in the United States.
- Advised TPG Inc. in its $660 million acquisition of Peppertree Capital Management, Inc., a specialized digital infrastructure investment firm with a focus on wireless communications towers. In addition, the transaction also includes earnouts based on Peppertree’s future performance valued at up to $300 million.