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Our REIT practice is is one of the most active in the U.S. and worldwide, and one of the only full service firms for all REIT real estate investment trust types.

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Preparing for the 2022 Proxy Season

IPA New & Emerging Sponsor Workshop

REIT Tax Conondrums

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Preparing for the 2020 Proxy Season

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MoFoREAL: European Real Estate Newsletter (Q3 2023)

Turning Tax Credits into Cash: IRS and Treasury Release Proposed Direct Pay and Transferability Regulations

Top 5 SEC Enforcement Developments for May 2023

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MoFo Advises Realty Income Corporation in New Joint Venture with Digital Realty Trust to Develop Two Data Centers

MoFo Represents Initial Purchasers in Private Offering of $345 Million of 5.25% Exchangeable Senior Notes

How I Made Practice Group Chair: "First and Foremost, Have the Right People Around You," Says Justin Salon of Morrison Foerster

Morrison Foerster Named Firm of the Year in Five Practice Areas by China Business Law Journal 2023

Morrison Foerster recognized by the ACLU Foundation of Southern California with their annual Pro Bono Award

Morrison Foerster Shortlisted for Real Estate Capital USA 2022 Awards Law Firm of the Year Categories

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Alice Connaughton is a partner in Morrison Foerster’s REIT and Corporate Finance | Capital Markets practice. Ali’s practice focuses on representing public and private companies, including real estate investment trusts (REITs) and other direct participation programs, in a variety of corporate and securities matters, including, among other things, public and private securities offerings and tender offers.Ali regularly advises boards of directors, audit committees, and management with respect to strategic matters and corporate governance issues. Ali also routinely counsels public company clients with respect to complex regulatory matters, compliance with federal and state securities laws, corporate governance and general corporate matters.She has represented several of the leading sponsors of public, non-listed REITs in connection with more than $35 billion in public offerings.Ali has been recommended as a leading lawyer in Chambers USA for REITs since 2014. She also has been a member of the board of directors of the Institute for Portfolio Alternatives (IPA) since first being elected in 2020. The IPA provides national leadership for the portfolio diversifying investments industry, which includes non-listed REITs, BDCs, interval funds, closed-end funds and DSTs/1031 exchanges. Ali’s commitment to the REIT industry allows her to be completely dialed-in to regulatory developments and emerging trends, making her a trusted advisor to clients and a frequent speaker on topics impacting the industry.<h4>Representative Experience</h4><ul><li>Represented Hines Global Income Trust, Inc. in connection with its initial public offering and its follow-on public offerings for an aggregate of up to $7.5 billion of common stock.</li><li>Represented Ares Industrial Real Estate Income Trust Inc. in connection with its initial public offering and its follow-on public offerings for an aggregate of up to $9.0 billion of common stock.</li><li>Represented Industrial Property Trust Inc. in connection with its capital raise of approximately $1.8 billion through its initial public offering.</li><li>Represented Hines Global REIT, Inc. in connection with its capital raise of approximately $3.1 billion through its initial public offering and its follow-on public offering.</li><li>Represented Industrial Income Trust Inc. in connection with its capital raise of approximately $2.2 billion through its initial public offering and its follow-on public offering.</li><li>Represented Hines Real Estate Investment Trust, Inc. in connection with its capital raise of approximately $2.7 billion through its public offerings.</li><li>Represented numerous REITs in connection with initial and follow-on public offerings and tender offers.</li><li>Represented numerous public entities in connection with ongoing corporate governance, securities compliance, and other matters.</li><li>Assisted several public entities with special proxy solicitations in connection with restructuring, sales of assets, and affiliated transactions.</li><li>Represented public entities in connection with corporate and regulatory matters before the Securities and Exchange Commission, the Financial Industry Regulatory Authority, and state securities regulators.</li><li>Represented Hines Real Estate Investment Trust, Inc. in the sale of its west coast office property portfolio to an affiliate of Blackstone Real Estate Partners VIII for $1.16 billion.</li><li>Represented CNL Retirement Properties, Inc. in its acquisition for $5.3 billion (including assumption of debt) by Health Care Property Investors, Inc.</li><li>Represented CNL Hotels & Resorts in connection with its sale to Morgan Stanley Real Estate Fund.</li><li>Represented CNL Hotels & Resorts in connection with its acquisition of its external advisor, CNL Hospitality Corp.</li></ul>

Alice Connaughton

Partner

Justin is chair of the firm’s Capital Markets practice and co-chair of Morrison Foerster’s REIT practice.Justin represents both issuers and underwriters in a wide variety of corporate and securities matters, including initial public offerings, primary and secondary offerings, private placements, senior and subordinated debt financings, and liability management transactions. In addition, he serves as primary outside counsel to numerous public company clients with respect to corporate governance issues, compliance with the U.S. federal securities laws, and the requirements of the New York Stock Exchange (NYSE) and NASDAQ, as well as general corporate matters.Justin is recognized as a leading lawyer in Chambers USA 2022 for REITs. He is recommended by The Legal 500 US 2022 for REITs, Capital Markets: Debt Offerings, Capital Markets: Equity Offerings, and M&A / Corporate and Commercial: Private Equity Buyouts. He is also a member of the firm’s global Environmental, Social, and Governance (ESG) steering committee.<h4>Representative Experience</h4><h5>Equity</h5><ul><li dir="ltr">Represented Arm Holdings plc, the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023.</li></ul><ul><li>Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple follow-on offerings of common stock and preferred stock and represented the underwriters in connection with Armada Hoffler’s initial public offering.</li><li>Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its initial public offering.</li><li>Represented RLJ Lodging Trust (NYSE: RLJ) in connection with its initial public offering.</li><li>Represented the underwriters in connection with Plymouth Industrial REIT’s initial public offering, multiple follow-on offerings of common stock, and issuance of perpetual preferred stock.</li><li>Represented the underwriters in connection with Community Healthcare Trust’s (NYSE: CHCT) initial public offering and numerous follow-on equity offerings.</li><li>Represented Farmland Partners, Inc. (NYSE: FPI) in its initial public offering, subsequent public offerings of common stock, and offering of 6.00% Series B Participating Preferred Stock.</li><li>Represented issuers or underwriters in connection with SPAC IPOs for Anzu Special Acquisition Corp I, Endurance Acquisition Corp., Pegasus Digital Mobility Acquisition Corp., Revelstone Capital Acquisition Corp., Science Strategic Acquisition Corp. Alpha, and Sound Point Acquisition Corp. I.</li><li>Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of common stock resulting in proceeds in excess of $1 billion.</li><li>Represented UDR, Inc. in connection with multiple follow-on equity offerings.</li><li>Represented the underwriters in connection with multiple registered offerings of preferred stock and common stock by Sotherly Hotels (NASDAQ: SOHO).</li><li>Represented Trade Street Residential, Inc. in its backstopped rights offering and corresponding PIPE.</li><li>Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) offering of common stock and concurrent listing on the NYSE.</li></ul><h5>Debt and Liability Management</h5><ul><li>As designated underwriters’ counsel to Royal Dutch Shell Plc, represented the underwriters in connection with registered offerings of more than $30 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.</li><li>Represented the underwriters in connection with the registered offering of $5 billion of notes by Novartis Capital Corporation, the U.S. financing subsidiary of Novartis AG.</li><li>Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of debt securities resulting in proceeds in excess of $1 billion.</li><li>Represented ON Semiconductor Corporation (NASDAQ: ON) in its $500 million Rule 144A offering of 1.625% convertible senior notes, $805 million Rule 144A offering of its 0% convertible senior notes due 2027, and privately negotiated repurchase and exchange transactions for outstanding senior notes.</li><li>Represented Vontier Corporation (NYSE: VNT) in its $1.6 billion 144A offering of senior notes and its $1.6 billion registered exchange offer.</li><li>Represented Veeco Instruments Inc. (NASDAQ: VECO) in its $300 million 144A offering of 2.70% convertible senior notes and its $125 million Rule 144A offering of 3.75% convertible senior notes.</li><li>Represented Whole Foods Market, Inc. in its $1 billion Rule 144A/Regulation S offering of 5.200% senior notes due 2025 and subsequent registered exchange offer.</li><li>Represented the Commonwealth of the Bahamas in connection with its $100 million 144A sovereign debt offering.</li><li>Represented AutoZone, Inc. (NYSE: AZO) in connection with $1.55 billion of registered offerings of senior notes.</li><li>Represented Smithfield Foods, Inc. in its $1 billion offering of senior notes and concurrent tender offer for over $750 million of outstanding senior notes.</li><li>Represented WellPoint, Inc. (NYSE: WLP) in its $1.75 billion offering of senior notes.</li><li>Represented Aventine Property Group in connection with its $100 million private offering of convertible senior notes.</li><li>Represented the underwriters in connection with multiple registered offerings of senior notes by Sotherly Hotels (NASDAQ: SOHO).</li><li>Represented the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT.</li><li>Represented the placement agent in connection with the private placement of $100 million aggregate principal amount of 6.75% senior unsecured notes due 2023 issued by MCREIF SubREIT, LLC, a private REIT managed by M360 Advisors, and fully and unconditionally guaranteed by M360 CRE Income Fund LP.</li><li>Represented the placement agent in connection with the private placement of $36.5 million aggregate principal amount of 7.5% senior unsecured notes due 2025 issued by NextPoint Real Estate Finance Operating Partnership, L.P., the operating partnership subsidiary of NexPoint Real Estate Finance, Inc. (NYSE: NREF).</li><li>Represented the placement agent in connection with the private placement of $42.25 million aggregate principal amount of its 7.00% senior unsecured notes due 2026 issued by Pelorus Fund REIT, LLC.</li></ul><h5>M&A</h5><ul><li>Represented Education Realty Trust in its $4.6 billion all-cash sale to a newly formed perpetual life vehicle led by an affiliate of Greystar Real Estate Partners.</li><li>Represented UDR, Inc. (NYSE: UDR) in connection with Home Properties, Inc.’s $7.6 billion acquisition by Lone Star Funds, in which UDR acquired six communities for approximately $908 million.</li><li>Represented Greenlane Holdings, Inc. (NASDAQ: GNLN), in its merger of equals with KushCo Holdings, Inc.</li><li>Represented Pivotal Investment Corp. II in connection with its merger with XL Fleet Corp., a leader in vehicle electrification solutions for commercial and municipal fleets.</li><li>Represented Farmland Partners, Inc. in connection with its stock-for-stock acquisition of American Farmland Company (NYSE: AFCO), as well as more than $400 million of property acquisitions.</li><li>Represented Trade Street Residential, Inc. in its acquisition by Independence Realty Trust, Inc.</li><li>Represented the Special Committee of the board of directors of Bluerock Residential Growth REIT in connection with the proposed internalization of its external manager.</li></ul>

Justin R. Salon

David Slotkin serves as co-chair of the REIT practice and is based in the firm’s Washington, D.C. office. He is a leading corporate and securities lawyer, and his practice focuses on representing companies and underwriters in debt and equity securities offerings, as well as advising companies on, among other things, mergers and acquisitions, joint ventures, corporate governance and securities and other compliance matters. David is particularly well known and Chambers rated in the area of real estate investment trusts (REITs).David has been involved in a significant number of capital markets transactions involving both public and private equity and debt offerings, as well as in a wide variety of strategic transactions, including mergers, acquisitions, divestitures, tender offers and joint ventures. David also regularly advises members of management, boards of directors, audit committees and special committees on strategic and corporate governance issues, and counsels public companies on all aspects of compliance with the federal securities laws and securities exchange listing standards.Earlier in his career, David served as General Counsel of a publicly-traded telecommunications company.Representative Matters<ul class="li-margin"><li>Representing Greenlane Holdings, Inc. (Nasdaq: GNLN), in its merger of equals with KushCo Holdings, Inc. (OTCQX: KSHB), pursuant to which KushCo will become a wholly owned subsidiary of Greenlane.</li><li>Represented SoftBank Group Corp. as the largest investor in WeWork in connection with WeWork’s agreement to merge with BowX Acquisition Corp., which will take the company public, in a transaction that values WeWork at an initial enterprise value of approximately $9 billion.</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in its merger with Omega Healthcare Investors, Inc. for an approximate value of $600 million</li><li>Represented underwriters in ERP Operating Limited Partners, a subsidiary of Equity Residential (NYSE: EQR) in its of $400 million public offering of notes</li><li>Represented EdR (NYSE: EDR), one of the nation’s largest developers, owners, and managers of high-quality collegiate housing communities, in its US$4.6 billion all-cash sale to a newly formed perpetual life vehicle led by an affiliate of Greystar Real Estate Partners</li><li>Represented Sprint Corp. and SoftBank Group Corp., the controlling shareholder of Sprint, on the proposed all stock merger of Sprint and T-Mobile US Inc. The total implied enterprise value for Sprint in the transaction was approximately $59 billion and the aggregate for the combined company enterprise value was approximately $146 billion</li><li>Represented Trade Street Residential, Inc. in its definitive merger agreement with Independence Realty Trust, Inc.</li><li>Represented Inovalon Holdings, Inc. in its approximately $685 million initial public offering</li><li>Represented AmREIT, Inc. in its $763 million acquisition by EDENS</li><li>Represented GLP Pte. Ltd., the leading provider of modern logistics facilities in China, Japan and Brazil, in an $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 United States from the Blackstone Group.</li><li>Represented TMI Hospitality, which operates approximately 188 hotels across 26 states, in its sale to funds managed by Starwood Capital</li><li>Represented underwriters in a $1.2 billion bond offering by ERP Operating Limited Partners, a subsidiary of Equity Residential</li><li>Represented Marrone Bio Innovations, Inc. in its $50 million follow-on offering of 5,175,000 shares of its common stock at $9.50 per share</li><li>Represented Pinnacle Entertainment, Inc. in its $2.8 billion acquisition of Ameristar Casinos, Inc.</li><li> Represented Goldman, Sachs & Co. in Lehman Brothers’ block trade of $875 million of common shares of Equity Residential</li><li> Represented underwriters including Citigroup, Morgan Stanley, and RBC Capital Markets in a $500 million public debt offering by issuer ERP Operating Limited Partnership</li><li>Represented DaVita Inc. in its $4.42 billion acquisition of HealthCare Partners Holdings, LLC</li><li>Represented UDR, Inc. in the $561 million public offering of common stock</li><li>Represented the underwriters in the initial public offering of Retail Properties of America, Inc.</li><li>Represented underwriters in Equity Residential’s public offering of $1.2 billion of common shares</li><li>Represented Equity Residential in a joint agreement with AvalonBay Communities acquisition of a vast portfolio of U.S. apartment properties owned by Archstone. Equity Residential and AvalonBay acquired the portfolio from the Lehman Brothers estate for approximately $16 billion. (The largest real estate transaction in 2012 and named 2012 Global PERE Awards “North America Exit of the Year”)</li><li>Represented Equity Residential in its proposed acquisition of a 26.5 percent ownership interest in Archstone, an owner, operator and developer of multifamily properties, for $1.325 billion</li><li>Represented UnitedHealth Group, Inc. in over $2 billion in registered debt offerings</li><li>Represented Dell, Inc. in over $1 billion in securities offerings </li><li>Represented Smithfield Foods, Inc. in the tender offer and dutch auction tender offer for over $600 mm in senior notes</li><li>Represented Smithfield Foods, Inc. in its 144A offering of $850 million of senior secured notes</li><li>Represented Smithfield Foods, Inc. in its registered offering of over 21 million shares of common stock</li><li>Represented Colony Financial, Inc. in its$55 million private placement of common stock</li><li>Represented Colony Financial, Inc. in its $250 million initial public offering</li><li>Represented Colony Financial, Inc. in its $250 million registered follow-on offering of common stock</li><li>Represented Citigroup, Deutsche Bank and Morgan Stanley in the underwritten public offering of $600 million of senior notes by ERP Operating Limited Partnership, the operating partnership of Equity Residential</li><li>Served as designated underwriter’s counsel for Equity Residential</li><li>Representation of Archstone-Smith Trust in its $22.2 billion acquisition by a partnership controlled by Tishman Speyer and Lehman Brother</li><li>Representation of GE Commercial Finance in its $3 billion acquisition of Trustreet Properties, Inc.</li><li>Representation of CarrAmerica Realty Corporation in its $5.6 billion acquisition by affiliates of The Blackstone Group</li><li>Representation of GE Commercial Finance in its $2.3 billion disposition of Storage USA to Extra Space Storage and Prudential Real Estate Investors</li><li>Representation of GE Commercial Finance in the disposition of its $1 billion stake in public company through a combination of a common stock offering, forward sales, and stock lending arrangements and an offering of synthetic equity securities</li><li>Representation of a NYSE-listed real estate investment trust in over $1 billion in debt and equity offerings and a major corporate reorganization</li><li>Representation of the special committee of the board of directors of an NYSE-listed mortgage company in connection with its $1.1 billion merger into a related NYSE-listed investment bank</li><li>Representation of a NYSE-listed retail real estate investment trust in its $1.3 billion acquisition of a regional retail real estate investment trust</li><li>Formation and representation of a mortgage real estate investment trust in a $750 million 144A IPO of common stock</li></ul>

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