“ 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 firms Corporate Finance | Capital Markets practice and serves as co-chair of Morrison & Foerster’s REIT practice. He 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 tender offers. In addition, Justin 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 and NASDAQ, as well as general corporate matters.
Justin is recognized as a leading lawyer in Chambers USA 2019 for REITs. In 2017, he was named a Law360 Rising Star for Capital Markets, and in 2018 was recognized by Chambers USA as an ‘Up and Coming’ attorney in the area of REITs. He is recommended by Legal 500 US 2019 for REITs and Capital Markets: Equity Offerings.
- 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 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.
- As designated underwriters’ counsel to Royal Dutch Shell Plc, represented the underwriters in connection with registered offerings of $26.5 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc.
- 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 debt and equity securities resulting in proceeds in excess of $2 billion.
- Represented Veeco Instruments Inc. (NASDAQ: VECO) in its $300 million offering of 2.70% convertible senior notes.
- Represented ON Semiconductor Corporation (NASDAQ: ON) in its $500 million Rule 144A offering of 1.625% convertible senior notes.
- Represented Whole Foods Market, Inc. (NASDAQ:WFM) in its $1 billion Rule 144A/Regulation S offering of 5.200% senior notes due 2025 and subsequent registered exchange offer.
- 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 Inovalon Holdings, Inc. (NASDAQ: INOV) in its $685 million initial public offering.
- 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 Independence Realty Trust’s (NYSE: IRT) $34 million offering of common stock and concurrent listing.
- 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.
- Represented the underwriters in connection with multiple registered offerings of senior notes, preferred stock and common stock 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 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 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. in connection with its $102 million follow-on equity offering, its $300 million offering of unsecured senior notes, and its debt and equity offering programs.
- Represented Trade Street Residential, Inc. in its definitive merger agreement with Independence Realty Trust, Inc. and its $100 million backstopped rights offering and corresponding $50 million PIPE.
- 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.