Justin R. Salon

Partner | Washington, D.C.

justinsalon@mofo.com | (202) 887-8785 justinsalon@mofo.com
(202) 887-8785
Justin’s clients describe him as ‘an excellent captain on securities offerings,’ adding that ‘he provides clear, actionable guidance in difficult situations.’ (Chambers USA)

Justin is a partner in the firm’s Corporate Finance | Capital Markets practice and serves as 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 2021 for REITs. He is recommended by Legal 500 US 2020 for REITs and Capital Markets: Debt Offerings.

Representative Experience

Equity
  • 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 approximately $219 million initial public offering.
  • Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its $685 million initial public offering.
  • Represented the underwriters in connection with Plymouth Industrial REIT’s approximately $58 million initial public offering, multiple follow-on offerings of common stock, and $45 million offering of preferred stock.
  • Represented Anzu Special Acquisition Corp I (NASD: ANZU.U) in its $350 million initial public offering of common stock
  • Represented Anzu Partners in its $420 million IPO.
  • Represented Science Strategic Acquisition Corp. Alpha (NASDAQ: SSAAU) in its $310.5 million IPO.
  • Represented Science Strategic Acquisition Corp. Bravo in its pending $200 million SPAC IPO
  • Represented Science Strategic Acquisition Corp. Charlie in its pending $125 million SPAC IPO.
  • Represented Endurance Acquisition Corp. (NASDAQ: EDNCU) in its $200 million initial public offering.
  • Represented Pegasus Digital Mobility Acquisition Corp. (NYSE: PGSS.U) in its $200 million initial public offering of 20 million units.
  • Advised the underwriters in connection with Community Healthcare Trust’s (NYSE: CHCT) $136.6 million initial public offering, its $92 million follow-on equity offering, and its $100 million follow-on equity offering.
  • Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of common stock resulting in proceeds in excess of $1 billion.
  • Represented Farmland Partners, Inc. (NYSE: FPI) in its initial public offering, subsequent public offerings of common stock, and its approximately $131 million offering of 6.00% Series B Participating Preferred Stock.
  • Represented UDR, Inc. in connection with its $102 million follow-on equity offering.
  • Represented the underwriters in connection with multiple registered offerings of preferred stock and common stock by Sotherly Hotels (NASDAQ: SOHO).
  • Represented Trade Street Residential, Inc. in its $100 million backstopped rights offering and corresponding $50 million PIPE.
  • Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) $34 million offering of common stock and concurrent listing on the NYSE.
  • Represented the Special Committee of the board of directors of Bluerock Residential Growth REIT in connection with the proposed internalization of its external manager.
  • Represented RLJ Lodging Trust (NYSE: RLJ) in connection with its $575 million initial public offering.
Debt
  • As designated underwriters’ counsel to Royal Dutch Shell Plc, represented the underwriters in connection with registered offerings of more than $32 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.
  • Represented Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of debt securities resulting in proceeds in excess of $1 billion.
  • 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.
  • Represented ON Semiconductor Corporation (NASDAQ: ON) in its $500 million Rule 144A offering of 1.625% convertible senior notes, its $805 million Rule 144A offering of its 0% convertible senior notes due 2027, and privately negotiated repurchase and exchange transactions for outstanding senior notes.
  • Represented Vontier Corporation (NYSE: VNT) in its $1.6 billion 144A offering of senior notes.
  • 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.
  • 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.
  • Represented The Commonwealth of the Bahamas in connection with its $100 million 144A sovereign debt offering.
  • Represented AutoZone, Inc. (NYSE: AZO) in connection with $1.55 billion of registered offerings of senior notes.
  • Represented the underwriters in connection with multiple registered offerings of senior notes by Sotherly Hotels (NASDAQ: SOHO).
  • Represented Smithfield Foods, Inc. in its $1 billion offering of senior notes and concurrent tender offer for over $750 million of outstanding senior notes.
  • Represented WellPoint, Inc. (NYSE: WLP) in its $1.75 billion offering of senior notes.
  • Represented the placement agent in connection with the $100 million private offering of senior notes by MCREIF SubREIT LLC, a private mortgage REIT.
  • Represented the placement agent in connection with the $50 million private offering of senior notes by NexPoint Real Estate Finance (NYSE: NREF), a public mortgage REIT.
  • Represented the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT.
  • Represented Piper Sandler Companies as placement agent in 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.
  • Represented Piper Sandler Companies as placement agent in 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).
  • Represented Piper Sandler Companies as placement agent in the private placement of $20 million aggregate principal amount of 6.25% senior secured notes due 2024 issued by Newport Realty Trust.
  • Represented Piper Sandler Companies as placement agent in 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.
  • Represented Piper Sandler Companies as agent to Community Healthcare Trust (NYSE: CHCT) in connection with its $360 million at-the-market offering program.
  • Represented Piper Sandler Companies as agent to Sotherly Hotels, Inc. (NASDAQ: SOHO) in connection with its at-the-market offering program.
  • Represented Alexandria Agtech/Climate Innovation Acquisition in its pending $250 million SPAC IPO.
  • Represented Laris Media Acquisition in its pending $250 million SPAC IPO.
M&A
  • Represented 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.
  • 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.
  • 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.
  • 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.
  • Represented Trade Street Residential, Inc. in its merger with Independence Realty Trust, Inc (NYSE: IRT).
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