REIT and Real Estate 2015 Annual Review

REIT +&
REAL
ESTATE
2015
2015
ANNUAL
REVIEW
INSIDE
05INTRODUCTION
06
HIGHLIGHTS OF DEALS IN THE REIT & REAL ESTATE SECTORS
06GLP
15
30 Hudson Yards
08UDR
16
The Observation Wheel on Staten Island
10AmREIT
18
MoMA Tower
11
Trade Street Residential
19
222 Second Street
12
Jernigan Capital
20
VIA 57 West
13
Community Healthcare Trust
21
South Street Tower
14
TMI Hospitality
22
REPRESENTATIVE 2015 DEALS
INTRODUCTION
2015 was an active year for REIT and real estate
transactions. During 2015, Morrison & Foerster advised
on more than $62 billion in M&A, real estate, tax,
financings and capital markets transactions. By virtually
every measure, 2015 was a successful year.
TOP 7 IN U.S.
During 2015, we represented companies across
substantially all asset classes, including residential,
office, retail, industrial, collegiate housing, healthcare and
farmland. We helped companies secure outstanding results
for their respective stakeholders, enter public markets, raise
capital, and expand both in the U.S. and globally.
TIER 1 REAL
ESTATE
We are honored that clients turn to us again and again
to handle their most important strategic transactions. We
take pride in our reputation of having strong relationships
with participants in the REIT and real estate industries,
including issuers, underwriters, and lenders, as well
as having a world-class team of attorneys who focus
on building long-term relationships by offering clients
practical, business-oriented, and thoughtful counsel at
particularly pivotal points in their business cycles.
In the pages that follow, you will read more about our
and our clients’ accomplishments in 2015. It was our
privilege to advise clients on some of 2015’s most
notable REIT and real estate transactions, and we thank
all of our clients for entrusting us with their work.
Top Law Firm for Real Estate M&A
Ranked #7 in the United States by
Dealogic and Law360
1
Top Real Estate
Law Firm
Ranked Tier 1 by
Best Lawyers ®
MOST ACTIVE
One of the Most Active REIT &
Real Estate Practices in 2015
• $4 billion – Securities Offerings
• $28 billion – M&A
• $30 billion – Real Estate Matters
43%
MoFo’s Market Share in 2015
Completed REIT IPOs
2015 REIT & REAL ESTATE ANNUAL REVIEW 5
GLP
We advised GLP, the leading global provider of modern logistics facilities, on its highly profiled
$8.1 billion co-investment with an affiliate of Singapore sovereign wealth
fund GIC Pte. Ltd. to buy one of the largest logistics real estate portfolios in the U.S. from
Blackstone Group. This transaction marked GLP’s first foray into the U.S. market. The deal was
named Global Deal of the Year and North America Deal of the Year by PERE (Private Equity Real
Estate) and also was nominated as M&A Deal of the Year and Real Estate Deal of the Year by
The Asian Lawyer Emerging Markets Awards 2015.
We also advised GLP on the completion of its acquisition of a $4.55 billion logistics
portfolio from Industrial Income Trust and the subsequent injection of the portfolio into
its fund management platform to establish GLP US Income Partners II. This transaction enlarged
GLP’s U.S. footprint by 50 percent to 173 million square feet, with GLP becoming the second
largest logistics property operator in the U.S. within a year of its entry into the market. GLP is also
the largest provider of modern logistics facilities in China, Japan, and Brazil.
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“Morrison & Foerster has worked with GLP on several
key transactions over the years. Their lawyers across the
globe are able to understand our business and commercial
objectives and work quickly to support us in our execution.”
– Mark Tan, General Counsel, GLP
2015 REIT & REAL ESTATE ANNUAL REVIEW 7
UDR
We represented UDR, Inc., a leading multifamily real estate investment trust, in connection
with Home Properties, Inc.’s $7.6 billion acquisition by an affiliate of Lone
Star Funds in which UDR acquired six apartment communities valued at
$901 million from Home Properties, Inc., Home Properties, L.P., and an
affiliate of the Lone Star Funds. The apartment communities are located in Washington,
D.C., one of UDR’s core markets.
We also represented UDR in connection with the acquisition of a 49 percent interest in a joint venture
holding company in which the principal assets are the owners of five apartment development
projects under construction in Southern California and Seattle with an initial value of $559 million.
The transaction involved the restructuring of the ownership entities as separate “baby REIT”
subsidiaries of the holding company. The communities are located in three of UDR’s coastal
markets: Seattle, Los Angeles, and Orange County, California.
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“Morrison & Foerster’s seamless integration of REIT
capital markets and M&A capabilities, combined
with their solid grasp of real estate and tax matters,
greatly assisted us in executing some very challenging
transactions in 2015.”
– David G. Thatcher, Vice President and General Counsel, UDR, Inc.
2015 REIT & REAL ESTATE ANNUAL REVIEW 9
AMREIT
We represented AmREIT, Inc., a real estate investment trust that owned, operated, acquired,
and selectively developed community shopping centers, in its $763 million acquisition
by Edens Investment Trust, a national retail real estate owner and developer. In 2014,
we represented AmREIT in connection with the unsolicited proposal by Regency Centers
Corporation to acquire all of the outstanding shares of AmREIT’s common stock. AmREIT’s
board of directors rejected Regency’s proposal and embarked on a review of strategic
alternatives, culminating in the Edens deal. AmREIT had a compound annual growth rate
on shareholder return of approximately 33 percent since AmREIT’s initial public offering in
August 2012, which the company said placed it among the best-performing shopping center
real estate investment trusts of all time.
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TRADE STREET
RESIDENTIAL
We represented Trade Street Residential, Inc. in its $646 million acquisition by
Independence Realty Trust, Inc. (IRT). Trade Street was a vertically integrated and
self-managed real estate investment trust focused on acquiring, owning, operating and managing
high-quality and conveniently located apartment communities in mid-sized cities and suburban
submarkets of larger cities, primarily in the southeastern United States and Texas. IRT now owns
50 apartment properties, up from 31, and a total of 14,044 units, an increase of roughly 5,000.
It also expanded the company into eight markets throughout the southern part of the United States.
“Morrison & Foerster provides far more than legal advice. The depth of their practice
goes without question, but they’ve also proven themselves to be valuable business
partners, having advised Trade Street Residential in every step of our development,
from our initial public offering through the sale of our company.”
– Richard Ross, former Chief Executive Officer, Trade Street Residential
2015 REIT & REAL ESTATE ANNUAL REVIEW 11
JERNIGAN
CAPITAL
We represented Florida-based Jernigan Capital, Inc., a real estate investment trust focused on
lending to self-storage developers, in its $115 million initial public offering. Jernigan
Capital sold 5 million shares priced at $20 per share, making its debut on the New York Stock
Exchange under the ticker symbol “JCAP.” Raymond James & Associates, Inc. acted as the
book-running manager for Jernigan Capital’s offering. Robert W. Baird & Co. and Wunderlich
Securities, Inc. acted as co-managers.
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COMMUNITY
HEALTHCARE TRUST
We advised the underwriters, led by Sandler O’Neill + Partners, L.P., Evercore Group L.L.C., and
SunTrust Robinson Humphrey, in connection with Community Healthcare Trust Incorporated’s
approximately $136.5 million initial public offering of 7,187,500 shares of its common
stock at a public offering price of $19 per share, which included 937,500 shares of common stock
issued in connection with the exercise in full of the underwriters’ option to purchase additional
shares. In addition, 123,684 shares of common stock were issued in concurrent private placements.
Community Healthcare Trust is a fully integrated healthcare real estate company that acquires and
owns properties that are leased to hospitals, doctors, healthcare systems, or other healthcare service
providers in non-urban markets.
“It was a pleasure to work with such a respected and sophisticated legal
team as underwriters’ counsel on this important transaction for Community
Healthcare Trust. They were knowledgeable, practical and business-oriented,
and we look forward to working with them for the foreseeable future.”
– Timothy Wallace, President and CEO, Community Healthcare Trust
2015 REIT & REAL ESTATE ANNUAL REVIEW 13
TMI HOSPITALITY
We represented North Dakota-based TMI Hospitality, the operator of approximately 188 hotels
across 26 states, in its sale to funds managed by Starwood Capital Group, a
private U.S.-based investment firm with a focus on global real estate. TMI Hospitality developed,
owned, and operated a portfolio of hotels under various flags, including the Courtyard by Marriott
and Fairfield Inn & Suites by Marriott and Hampton Inn by Hilton. The acquisition included hotels,
the management company, and the development platform of TMI Hospitality. The acquisition was
part of Starwood’s strategy to build on its investments in the select-service and extended-stay
lodging industry.
“Morrison & Foerster helped us successfully navigate complicated structural
issues while looking after our primary constituents. Working with a broad team
of advisors, MoFo helped us achieve our goals for TMI Hospitality employees/
stockholders.”
– Lauris Molbert, Chief Executive Officer, TMI Hospitality
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30 HUDSON YARDS
We represented the agent bank in making a $690 million construction loan to Related
Companies and Oxford to build 30 Hudson Yards (aka the new Time Warner
Building), a 90-story trophy office and mixed-use project that will include an observation deck
and contain approximately 2.5 million square feet of office space divided up into commercial
condominiums. At 1,268 feet, this supertall building will be one of the tallest in the city, will change
New York’s skyline, and will be the centerpiece of the new Hudson Yards neighborhood. It will also
become Time Warner’s new world headquarters.
“. . . the Hudson Yards, a city-within-a-city that’s the largest real estate
development in U.S. history.”
– Fortune
2015 REIT & REAL ESTATE ANNUAL REVIEW 15
THE OBSERVATION
WHEEL ON
STATEN ISLAND
We represented the developer in connection with EB-5 investment financing matters
related to the construction of the $500 million New York Wheel. EB-5 is an
investment program created by Congress to benefit the U.S. economy by attracting investments
from qualified foreign investors who can obtain permanent residency in the U.S. in return for
investing in projects that create at least 10 jobs per investor. The New York Wheel will be the
tallest observation wheel in the world, with an adjacent 98,000 square-foot terminal and retail
space and an on-site parking garage. Once constructed, the New York Wheel, located next to the
St. George Ferry Terminal in Staten Island, New York, will be a 60-story-high observation ferris
wheel with 36 glass capsules offering stunning views of New York City and the Statue of Liberty.
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“Tourism officials…project that 3.5 million people will visit
the wheel every year, which would make it as popular as
the [Statue of Liberty].”
– New York Times
“The iconic structure, which will be the tallest observation
wheel in the world (and the only one in the city), will
accommodate up to 1,440 people per ride, welcoming
as many as 30,000 visitors per day and an anticipated
four million per year.”
– Industry Magazine
2015 REIT & REAL ESTATE ANNUAL REVIEW 17
MOMA TOWER
We represented owners Goldman Sachs, Hines Interests and Pontiac Land on the $860 million
construction financing for the MoMA Tower (aka Tower Verre, the Museum
of Modern Art Tower) being constructed at 53 West 53rd St. in New York. The 1,050-foot
landmark tower next to the famed Museum of Modern Art in New York City will include 145 luxury
condos and three floors of new gallery space for MoMA. It will be one of the tallest buildings
in New York, designed by famed architect Jean Nouvel, and will permit an expansion of the
world renowned MoMA that will change New York’s skyline. At closing, the financing was the
largest single asset construction loan in New York after the downturn.
“Starchitect Jean Nouvel’s MoMA tower is one of the several supertall skyscrapers
full of condos that will define Midtown Manhattan’s skyline in the coming years.”
– New York Post
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222 SECOND STREET
We represented the arranger and administrative agent in connection with a $230 million
construction loan for 222 Second Street, an office project developed by affiliates of
Tishman Speyer in San Francisco, California, and also in connection with the syndication of the
loan to other lenders. The project was partially completed at the time the loan closed and is
fully pre-leased to LinkedIn Corporation.
2015 REIT & REAL ESTATE ANNUAL REVIEW 19
VIA 57 WEST
We represented the agent bank in an approximately $411.5 million credit enhancement
facility for the construction of two luxury residential apartment complexes
in Manhattan with affordable housing and ancillary commercial and community space. Each
complex is owned by the Durst Organization. The 625 West 57th Street complex will be in the
shape of a pyramid and contain approximately 709 apartments, of which approximately 142 will
be made available for low-income tenants, approximately 47,000 square feet of retail space and
an approximately 285-space parking garage. This project will change the skyline of New York City
when viewed from the Hudson River. This is also one of a pair of deals constituting the first Housing
Finance Agency 80/20 affordable bond financing with EB-5 capital in the capital stock ever used in
New York City.
“A distinctive, jagged building on 57th St., which looks like a cross between an
enormous cruise ship and a series of ski slopes of varying difficulty, is about to
change the face of the west side of the island.”
– New York Daily News
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SOUTH STREET
TOWER
We are representing the developer in a $150 million land loan and proposed
construction loan for an 80-story mixed-use project at 252 South Street.
The building will stand 823 feet tall and has been reported to be the largest building on the
Lower East Side. The project’s total area will measure 1,212,864 gross square feet, of which
984,565 gross square feet will be for-sale condominium residential. The rest will be commercial,
with retail space located on the ground and cellar floors. The building plans also include over
100,000 square feet of indoor and outdoor amenities, including a squash court, golf simulator,
bowling alley, basketball court, and pool.
2015 REIT & REAL ESTATE ANNUAL REVIEW 21
REPRESENTATIVE 2015 DEALS
$2.8 Billion
$1.9 Billion
$1.6 Billion*
$1.3 Billion
$1 Billion +
Industrial Portfolio
Mortgage Financing
to Acquire IIT
Counsel to
GLP
Multicurrency REIT
Credit Facility
Counsel to
J.P. Morgan
Homebuilder Credit Facility
Counsel to
J.P. Morgan
*With Accordion Feature
Sale of Simplex Investment
Advisors to Hulic Co., Ltd.
Counsel to
Aetos Capital Real Estate
Acquisition of the
Tokyo Shiba Park Building
Counsel to
Asia Pacific Land
$1 Billion*
$830 Million
$800 Million
$640 Million
$500 Million
Pre-Development/
Bridge Loan for
Highline Development, NYC
Counsel to
J.P. Morgan
Hotel Development
Joint Venture and Financing
Counsel to
Rida Development
Residential Multi-Building
Construction Loan
in Long Island City
Counsel to
Bank of America
Unsecured Commercial
Paper Note Program
Counsel to
ERP Operating Limited
Partnership
Undisclosed REIT
Undisclosed
Single Purpose Entity
$400 Million
$360 Million
$360 Million
$338 Million
$329 Million
Mortgage Secured
Line of Credit
Counsel to
Wells Fargo
Sale of 11-Building Portfolio
Counsel to
Private Individual
Mezzanine Loan in Connection
with 58 Red Roof Inns
Counsel to
Realty Finance Trust
Senior Secured
Multi-Property Term Loan
Counsel to
Bank of America
80/20 Bond Financing
for 555 Tenth Avenue, NYC
Counsel to
Helaba Bank
Undisclosed
Single Purpose Entity
Affiliate of SCG
America and Kuafu
REIT Credit Facility
Counsel to
J.P. Morgan
*With Accordion Feature
$325 Million
$320 Million
$270 Million
$270 Million
$212 Million
Refinancing of Sotheby’s
NY Headquarters
Counsel to
Sotheby’s International
Syndicated Mortgage Loan
on 875 Third Avenue
Counsel to
Bank of America
Multi-Family Construction Loan
for 43-25 Hunter St.
Counsel to
Capital One and TD Bank
Mezzanine Loan in Connection
with Financing 311 South
Wacker, Chicago
Counsel to
Principal Mutual
Acquisition Loan for 147 Luxury
Rental Units in MiMA Tower
Counsel to
ICBC
Undisclosed Single
Purpose Entity
Undisclosed
Single Purpose Entity
$210 Million
$174 Million
$150 Million
$140 Million
$100 Million
Mortgage Financing of The
Estuary at Lincoln Harbor,
Weehawken, NJ
Counsel to
TIAA
EB-5 Financing to
Construct Luxury Condos
at 125 Greenwich Street, NYC
Counsel to
Bizzi & Partners
Condo Construction Loan for
1711 First Avenue
Counsel to
HSBC
Mortgage Financing of Kaiser
Center, Oakland, CA
Counsel to
Citibank
EB-5 Financing in Connection
with Renovation of
Nassau Coliseum
Counsel to
Forest City Ratner Companies
22 MORRISON & FOERSTER
$3.1 Billion
$8.1 Billion
$7.6 Billion
$4.55 Billion
Acquisition of Real Estate
Portfolio from
Blackstone Group
Counsel to
GLP
Transaction with Home Properties,
Inc., Home Properties, L.P., and
Affiliate of the Lone Star Funds to
Acquire Six Communities
Counsel to UDR
Acquisition of
U.S. Logistics Portfolio from
Industrial Income Trust
Counsel to
GLP
Terms Not Disclosed
$763 Million
$750 Million
$750 Million
$656 Million
Sale to Starwood Capital
Counsel to
TMI Hospitality, Inc.
Acquisition by
Edens Investment Trust
Counsel to
AmREIT Inc.
Debt Offering
Counsel to
Boyd Gaming
Debt Offering
Counsel to
Underwriters
Acquisition by
Independence Realty Trust
Counsel to
Trade Street Residential
$559 Million
$300 Million
$300 Million
$300 Million
$281.8 Million
Debt Offering
Counsel to
UDR, Inc.
Public Equity Offering
Counsel to
EdR
Merger of Cole Corporate Income
Trust and Select Income REIT
Counsel to Hentschel & Co.,
Financial Advisor to
Cole Corporate Income Trust
$1.47 Billion
Syndication of
45% of its Interests in
GLP US Income Partners I
Counsel to
GLP
Debt Offering
Counsel to
Alexandria Real Estate
Equities, Inc.
Public Equity Offering
Counsel to
RE/MAX
$136.5 Million
$125 Million
$115 Million
$111 Million
Initial Public Offering
Counsel to
Underwriters
Series B Preferred
Private Placement
Counsel to
MedEquities
Initial Public Offering
Counsel to
Jernigan Capital
At-The-Market Offering
Counsel to
UDR, Inc.
$101.5 Million
$81.5 Million
$50 Million
$37 Million
$36.9 Million
Public Equity Offering
Counsel to
UDR, Inc.
Initial Public Offering
Counsel to
Great Ajax Corp.
Public Equity Offering
Counsel to
Whitestone REIT
Public Equity Offering
Counsel to
Farmland Partners
Public Equity Offering
Counsel to
Armada Hoffler Properties
Investment as the
49% Partner in a Joint Venture
with The Wolff Company
Counsel to UDR
$250 Million
At-The-Market Offering
Counsel to
Sales Agents
2015 REIT & REAL ESTATE ANNUAL REVIEW 23
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