Representative REIT Transactions for Past 3 Years

Equity Offerings

• Representation of Nikko Citigroup and UBS Investment Bank, as underwriters, in Japan Retail Fund Investment Corporation in a $448,000,000 global follow-on public offering including U.S. 144A/Regulation S offering of investment units in J-REIT.
• Representation of Citigroup Global Markets Inc., as underwriter, in a $30,120,000 common stock registered follow-on offering for EastGroup Properties, Inc., a Mississippi-based real estate investment trust.
• Representation of United Dominion Realty Trust, Inc. in its $50,000,000 debt offering of 5.25% senior unsecured notes, due January 15, 2005.
• Representation of United Dominion Realty Trust, Inc. in its $71,000,000 equity offering of 3,500,000 shares of common stock.  
• Representation of Glenborough Realty Trust in its $72,008,000 equity offering of 3,400,000 shares of common stock. 
• Representation of Nikko Citigroup and UBS Warburg, as underwriters, in Japan Retail Fund Investment Corporation's $423,421,891 global follow-on public offering including U.S. 144A offering, of investment units.  
• Representation of Friedman Billings Ramsey, Stifel, Nicolaus & Company, JMP Securities and Flagstone Securities, as underwriters, in NovaStar Financial, Inc.'s $65,000,000 shelf offering of 2,600,000 shares of Series C Cumulative Redeemable Perpetual Preferred Stock.
• Representation of Nomura Securities, as underwriter, in Nomura Real Estate Office Fund, Inc.'s $705,649,038 initial public offering of investment units in Japanese Retail Investment Trusts (“J-REIT”) on the Tokyo Stock Exchange.
• Representation of Essex Property Trust, Inc. in its $100,000,000 shelf offering of 1,600,000 shares of common stock. 
• Representation of Essex Property Trust, Inc. in its $25,000,000 shelf offering of 1,000,000 shares of perpetual preferred stock.  Shares were sold to institutional investors.
• Representation of United Dominion Realty Trust, Inc. in its $73,000,000 shelf offering of 4,000,000 shares of common stock.
• Representation of Friedman Billings Ramsey, Credit Suisse First Boston, Advest and Flagstone Securities, as underwriters, in Anworth Mortgage Asset Corporation's $50,000,000 shelf offering.
• Representation of A.G. Edwards & Sons, as underwriter, in EastGroup Properties, Inc.'s $14,500,000 equity offering of common stock. 
• Representation of United Dominion Realty Trust, Inc. in its $49,230,000 equity offering of 3,000,000 shares of common stock.
• Representation of Nikko Salomon Smith Barney and UBS Warburg, as underwriters, in Japan Retail Fund Investment Corporation's $443,710,904 global follow-on offering of investment units, including a registered public offering in Japan and an unregistered institutional offering outside of Japan (144A in the U.S.).
• Representation of United Dominion Realty Trust, Inc. in its public offering of 2,000,000 shares of common stock on the NYSE with total proceeds of $31,420,000.  The offering was in the form of a pull-down from a shelf registration filed in 2002.
• Representation of United Dominion Realty Trust, Inc. in its $31,240,000 equity offering of 2,000,000 shares of common stock.

Debt Offerings

• Representation of United Dominion Realty Trust, Inc. in its $125,000,000 debt offering of dual-tranched senior unsecured notes consisting of $100,000,000, 5.00% coupon notes, due January 15, 2012, and $25,000,000, 4.30% coupon notes, due July 1, 2007. 
• Representation of United Dominion Realty Trust, Inc. in its $100,000,000 debt offering of 5.25% senior unsecured notes, due January 15, 2015.  
• Representation of United Dominion Realty Trust, Inc. in its $750,000,000 debt offering of medium-term notes, due nine months or more from date of issue. 
• Representation of United Dominion Realty Trust, Inc. in its $50,000,000 debt offering of 4.30% senior unsecured notes due July 1, 2007.
• Representation of United Dominion Realty Trust, Inc. in its $50,000,000 debt offering of 5.13% senior unsecured notes due January 15, 2014. 
• Representation of United Dominion Realty Trust, Inc. in its $50,000,000 debt offering of 3.90% senior unsecured notes due March 15, 2010. 
• Representation of United Dominion Realty Trust, Inc. in its $75,000,000 debt offering of 5.13% senior unsecured notes due January 15, 2014. 
• Representation of United Dominion Realty Trust, Inc. in its $50,000,000 debt offering of 4.25% senior unsecured notes due January 15, 2009. 
• Representation of United Dominion Realty Trust, Inc. in its $75,000,000 debt offering of 5.13% senior unsecured notes due January 15, 2014. 
• Representation of United Dominion Realty Trust, Inc. in its $150,000,000 note offering (Medium-Term Notes mature March 3, 2008) offered under existing shelf registration statement. 
• Representation of United Dominion Realty Trust, Inc. in its debt offering of $300,000,000 Medium-Term Notes, due nine months or more from date of issue. 

Financings

• Representation of Bank of the West and a consortium of banks in a $150 million Term Loan Facility for Vintage Wine Trust Inc., a California-based wine and vineyard real estate investment trust.   Vintage Trust is the only REIT in the U.S. which focuses exclusively on the wine industry.  The facility includes a $100 million accordion feature that allows for a future increase within the facility to $250 million.  
• Representation of a NYSE-listed REIT in connection with a JPY 4.5 billion loan and bond financing for the acquisition of a portfolio of industrial properties in Japan.
• Representation of Ashford Hospitality Trust's finance subsidiary in $700,000,000 in transactions involving the acquisition or origination of subordinate and mezzanine loans relating to various hotels and in connection with warehouse credit facilities pursuant to which those subordinate and mezzanine loans were pledged as part of the borrowing base thereunder.
• Representation of J.P. Morgan Chase Bank, as agent, in a $400,000,000 unsecured revolving credit facility for Nationwide Health Properties, Inc.
• Representation of Bank of America, as agent for a syndicate of lenders, in connection with a $185,000,000 revolving credit facility to Essex Portfolio, L.P., the operating partnership for Essex Property Trust, Inc.
• Representation of Bank of America, as agent and lender, in a $150,000,000 secured loan and letter of credit facility for Bedford Property Investors, Inc.
• Representation of United Dominion Realty Trust, Inc. in connection with a $20,000,000 construction loan for the development of an apartment complex in Texas.
• Representation of United Dominion Realty Trust, Inc. in connection with an amendment of a $200,000,000 convertible master credit facility secured by multiple apartment communities with KeyCorp. Real Estate Capital Markets (subsequently assigned to Fannie Mae).
• Representation of Bank of America as agent and lender in a $200,000,000 secured revolving credit and letter of credit facility for Catellus Development Company.
• Representation of United Dominion Realty Trust, Inc. in connection with two loans from KeyCorp. Real Estate Capital Markets (subsequently assigned to Fannie Mae) aggregating $37,415,000 to acquire real property in California.
• Representation of United Dominion Realty Trust, inc. in a three-year $500,000,000 unsecured credit facility.  The Company, upon receiving additional lender commitments, will be able to increase the credit faculty to $650,000,000.  The credit facility was arranged by Wachovia Securities, Inc. and J.P. Morgan Securities, Inc. and was syndicated to 16 banks.

Mergers & Acquisitions

• Representation of UDR, Inc., in its $1,700,000,000 portfolio sale of 25,684 homes in 86 communities to DRA Advisors LLC in a joint venture with Steven D. Bell & Company.
• Representation of Glenborough Realty Trust in its acquisition by Morgan Stanley Real Estate in an all-cash transaction valued at $1,900,000,000.
• Representation of United Dominion Realty Trust, Inc. in its acquisition of a portfolio of 16 garden-style communities (The Essex Portfolio), with 4,646 existing homes, located in California and Oregon, from Fund I for $756,000,000.
• Representation of United Dominion Realty Trust, Inc. in its acquisition of the Pacific Portfolio, consisting of three properties with an aggregate of 874 homes in California for $100,500,000.
• Representation of United Dominion Realty Trust, Inc. in its sale of the Michigan Portfolio, a portfolio of 1,970 homes in Detroit, Michigan for $89,000,000.
• Representation of United Dominion Realty Trust, Inc. in its acquisition of the Summit Portfolio, consisting of two properties with an aggregate of 344 homes in Charlotte, North Carolina for $22,000,000.
• Representation of UBS Realty Investors LLC in the $172,000,000 acquisition of Pleasanton Corporate Commons, an office campus in Pleasanton, California primarily leased to Charles Schwab & Co.
• Representation of Essex Property Trust, Inc. in its acquisition (by merger) of John M. Sachs, Inc., a real estate company with apartment communities in San Diego County, California.  The real estate assets were valued at approximately $301,000,000.  In connection with the merger, Essex completed a secured financing with lenders in the amount of $62,000,000.

OP Unit Transactions

• Representation of real estate owners in connection with agreement for the tax-deferred contribution of technology-oriented real estate projects valued at approximately $160,000,000 to the operating partnership of Digital Realty Trust, in exchange for operating partnership units, in connection with the 2004 initial public offering of shares in Digital Realty Trust.
• Representation of Essex Property Trust, Inc. in its acquisition of Vista Belvedere, a 76-unit apartment community located in Marin County.  Essex acquired the community in an OP unit transaction for an agreed upon value of approximately $17,000,000 and it issued 73,099 limited partnership units to the prior owner.
• Representation of United Dominion Realty Trust, Inc. in the acquisition of four apartment communities (Pinebrook Village, Harbor Greens, Huntington Vista and Windjammer Apartments) for a purchase price of $137,000,000.
• Representation of United Dominion Realty Trust, Inc. in connection with the acquisition through an OP unit transaction of the improvements at the Calvert Apartments in Alexandria, Virginia an the assumption of the related ground lease for a purchase price, including assumption of existing debt, of $13,000,000.

Tender Offers

• Representation of United Dominion Realty Trust, Inc. in its tender offer to purchase for cash up to $66,700,000 of outstanding debt securities.
• Representation of United Dominion Realty Trust in its $228,009,850 tender offer of 7.95% notes due 2006 and 8.5% Debentures due 2024.