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FAQs About Non-GAAP Financial Measures for REITs

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Non-GAAP financial measures have always been particularly important for REITs, investors and research analysts, but understanding the SEC’s rules regarding the presentation of non-GAAP financial measures can be challenging. MoFo’s publication entitled “Frequently Asked Questions About Non-GAAP Financial Measures for REITs” summarizes the SEC’s rules, regulations and latest guidance for non-GAAP financial measures, in plain English.

We are Morrison Foerster — a global firm of exceptional credentials. Our clients include some of the largest financial institutions, investment banks, and Fortune 100, technology, and life sciences companies. The Financial Times has named us to its list of most innovative law firms in North America every year that it has published its Innovative Lawyers Reports in the region,and Chambers Asia-Pacific has named us the Japan International Firm of the Year for the sixth year in a row. Our lawyers are committed to achieving innovative and business-minded results for our clients, while preserving the differences that make us stronger.Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Prior results do not guarantee a similar outcome.

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Non-GAAP financial measures have always been particularly important for REITs, investors and research analysts, but understanding the SEC’s rules regarding the presentation of non-GAAP financial measures can be challenging. MoFo’s publication entitled “Frequently Asked Questions About Non-GAAP Financial Measures for REITs” summarizes the SEC’s rules, regulations and latest guidance for non-GAAP financial measures, in plain English.Read the <a target="_blank" href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blt0abf44484a85eda9/6273117323c6cf2a1c3af3bf/non-gaap-financial-measures-faq.pdf">FAQs</a>.

FAQs About Non-GAAP Financial Measures for REITs

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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

Partner

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>

David P. Slotkin

Larry Medvinsky is widely recognized as a creative, commercially focused attorney who guides clients through complex transactions.Larry has nearly 30 years of experience advising boards of directors, public and private companies, and executive management teams on a broad range of corporate transactions. His practice focuses on representing issuers and underwriters, particularly in the REIT and Specialty Finance spaces, in IPOs and securities offerings, private equity and other sponsors in the raising of capital for funds, private REITs, and permanent capital vehicles and other private companies in transactions such as mergers and acquisitions (including UPREIT and DownREIT, and real estate acquisitions), joint ventures, dispositions, and other exit transactions, among others.Larry has been ranked in Chambers USA and Legal 500 USA since 2009 for his work in the REIT Capital Markets. Prior to joining the firm, he was a partner at another international law firm in New York.Larry is a member of the National Association of Real Estate Investment Trusts (Nareit) and Urban Land Institute. He has been a member of the Board of Directors of the University of Florida Foundation since 2019.<h4>Representative Experience</h4><h5>IPOs and Equity and Debt Capital Markets</h5><ul><li>Represented Endurance Acquisition Corp. (NASDAQ: EDNCU) in its $200 million initial public offering.</li><li>Represented Empire State Realty Trust, owner of the iconic Empire State Building, on its $1 billion NYSE listed IPO representing one of the largest REIT IPOs in US history, including utilizing a unique first of its kind voting security that allowed sponsors to effectively vote their OP Units and the listing of three classes of OP Units on NYSE ARCA. The proxy solicitation (including a hostile, very publicized public proxy fight) and consolidation of over 30 entities (including the public roll-up of three entities) to form Empire Realty Trust.</li><li>Represented Issuers/Underwriters in general board representations, governance and ESG matters, general corporate matters and a variety of common, preferred, convertible preferred, debt, convertible debt, forward purchases, unit investment trust and trust preferred offerings for over 40 public REITs, Real Estate Operating Companies, BDCs and other investment companies.</li></ul><h5>Platform Creations/Capital Raises</h5><ul><li>Represented Cantor Fitzgerald in a strategic joint venture with Silverstein Properties to pursue opportunity zone acquisitions and fund formations including representing Cantor Silverstein Opportunity Zone Fund Trust, LLC, an opportunity zone fund that qualifies as a REIT, in its formation, multiple private fund raising rounds and various acquisitions.</li><li>Represented CNL Financial Group, a private investment management firm in connection with a strategic joint venture with Levine Partners to form CNL Strategic Opportunities Partners, LLC a vehicle intended to acquire controlling equity interests and debt interests in middle market operating companies; the IPO of CNL Strategic in a continuous registered non-traded offering; several concurrent private offerings; and the acquisition of interests in certain companies.</li><li>Represented several sponsors in a variety of fund formations and continuing structuring and investment activities for such funds, including Colony Capital, UBS Capital Americas, Prudential Real Estate, Glenmont Realty, Conventus Mortgage, CBRE Global, Lend Lease, Resource Capital and Antarctica Capital.</li></ul><h5>Strategic Joint Ventures</h5><ul><li>Represented China Merchant Bank and China Life Insurance in its strategic joint venture with a Site Center Corp.</li><li>Represented Antarctica Capital, LLC, a global investment manager, in connection with a strategic joint venture with TIAA to act as the managing member and investment manager for a consortium of funds that acquired a portfolio of parking assets.</li></ul><h5>Mergers and Acquisitions</h5><ul><li>Represented Keystone Property Trust in its public sale to Eaton Vance, ASR in its public sale to UDR, Gramercy Property Trust in its public acquisition of American Financial Realty and SL Green in its public acquisition of Reckson Realty.</li></ul>*Includes prior firm experience

Larry P. Medvinsky

Andy’s practice focuses on representing issuers and underwriters in capital markets transactions and advising public and private companies on a variety of other corporate and securities matters, including strategic transactions, corporate governance matters, and compliance with the U.S. federal securities laws and the listing standards of securities exchanges.Andy has extensive experience advising both issuers and underwriters in initial public offerings and other registered and unregistered offerings of common and preferred equity, debt, and equity-linked securities. He also serves as primary outside counsel to a number of public and private companies and regularly advises members of management and boards of directors regarding corporate and securities matters.Andy is recognized as a leading lawyer in Chambers USA 2023 for REITs and as a Rising Star in IFLR1000 2023 for Capital Markets: Equity.<h4>Representative Experience</h4><ul><li>Represented UDR, Inc. (NYSE: UDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $6 billion.</li><li>Represented Unity Software Inc. (NYSE: U) in connection with its $1.0 billion convertible notes offering to affiliates of Silver Lake and Sequoia Capital.</li><li>Represented Broad Street Realty, Inc. (OTCQX: BRST) in connection with its joint venture and preferred equity investment from Fortress Investment Group.</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in connection with its $256 million initial public offering, its $164 million 144A offering and private placement of common stock, and its $125 million private placement of preferred stock.</li><li>Represented Armada Hoffler Properties, Inc. (NYSE: AHH) in connection with multiple public offerings of common and preferred stock and private placements of operating partnership units.</li><li>Represented SoftBank Group Corp. in its $150 million Series A preferred stock investment in Afya Limited (Nasdaq: AFYA).</li><li>Represented the underwriters in Modiv Inc.’s (NYSE: MDV) Series A preferred stock offering, as well as the initial listing of its common stock and related offering.</li><li>Represented BofA Securities, J.P. Morgan and Deutsche Bank Securities in the underwritten secondary offering of shares of BrightSpire Capital, Inc. (NYSE: BRSP) by a stockholder affiliated with DigitalBridge Group, Inc. (NYSE: DBRG).</li><li>Represented B. Riley in a $30 million equity line of credit for Beam Global (Nasdaq: BEEM).</li><li>Represented a private investment firm in equity lines of credit for multiple issuers.</li><li>Represented Anzu Special Acquisition Corp (Nasdaq: ANZU) in its $425 million initial public offering.</li><li>Represented Science Strategic Acquisition Corp. Alpha (Nasdaq: SSAA) in its $310 million initial public offering.</li><li>Represented Endurance Acquisition Corp. (Nasdaq: EDNC) in its $200 million initial public offering.</li><li>Representing Baird and Goldman in the $300 million at-the-market equity offering of Watsco, Inc. (NYSE: WSO).</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in its $600 million merger with Omega Healthcare Investors, Inc. (NYSE: OHI).</li><li>Represented RH (NYSE: RH) in connection with its $350 million Rule 144A offering of convertible notes.</li><li>Represented Vonage Holdings Corp. (NYSE: VG) in connection with its $300 million Rule 144A offering of convertible notes.</li><li>Represented Farmland Partners Inc. (NYSE: FPI) in connection with its initial public offering and subsequent public offerings of its common stock, its $131 million offering of 6.00% Series B Participating Preferred Stock, and private placements of operating partnership units.</li><li>Represented the management team at Parkway, Inc. in connection with its $1.2 billion acquisition by Canada Pension Plan Investment Board.</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 Farmland Partners Inc. (NYSE: FPI) in connection with its $197 million acquisition of 22,100 acres of farmland in Illinois.</li><li>Represented BMO Capital Markets, BofA Merrill Lynch, and Citigroup in Sun Communities, Inc.’s (NYSE: SUI) $250 million at-the-market equity offering.</li><li>Represented the underwriters in connection with Independence Realty Trust’s (NYSE: IRT) $34 million offering of common stock and concurrent listing.</li><li>Represented Jefferies and Baird in the initial public offering of AmREIT, Inc.</li><li>Represented JP Morgan, Citi, Deutsche Bank, and KeyBanc in the $293 million initial public offering of Retail Properties of America, Inc. (NYSE: RPAI).</li><li>Represented Colony Financial, Inc. in its $287.5 million initial public offering.</li></ul>

Andrew P. Campbell

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

Shane is a partner in the Federal Tax Group and is based in Morrison Foerster’s San Diego office. He has a comprehensive tax practice with a focus on U.S. federal income tax matters.Shane has substantial experience counseling on the tax aspects of most business transactions, including M&A, fund formations, joint ventures, international structuring and capital markets offerings. He has developed a unique expertise in a variety of complex tax areas, including REITs and real estate, renewable energy and financial products. He provides advice to his REIT and real estate clients on a daily basis regarding REIT compliance and structuring in connection with their significant offerings, M&A transactions, U.S. and non–U.S. focused fund formations and joint ventures, property contributions and other transactions. He regularly advises clients in the renewable energy sector with respect to tax matters through all phases of project development, including project M&A, “beginning of construction” issues and tax equity structuring matters. In addition, he advises both U.S. and non–U.S. financial institutions in their capital markets offerings, including structured products and other derivative instruments, and has a detailed understanding of the U.S. tax treatment of different types of products. His breadth of experience and expertise provides him a unique ability to develop creative, business–minded solutions to his clients’ most challenging transactional tax problems across industries.Shane serves as chair of the REIT and Real Estate Tax Group at Morrison Foerster and is Chambers ranked in the area of REITs. He is the author or co–author of a number of articles, including Taxation of Real Estate Investment Trusts and Shareholders and The Partnership Tax Practice Series: Planning for Domestic and Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances.  He speaks and lectures regularly on a variety of tax topics, including real estate and renewable energy investing. Shane is an adjunct professor at USD School of Law, where he currently teaches the taxation of REITs and related real estate transactions. Shane is an active participant in both the Morrison Foerster and local communities, serving on the firm’s Women’s Strategy Committee and board of directors, as well as the boards of the La Jolla Playhouse and the San Diego Volunteer Lawyer Program.Among his interests, he loves surfing with his children and beating them at chess.

Shane M. Shelley

Emily Beers is of counsel in Morrison Foerster’s Capital Markets and Public Company Advisory & Governance practices. Her practice focuses on representing publicly and privately held companies in a variety of corporate and securities law matters.Emily represents both issuers and investment banks in initial public offerings, follow-on offerings, and private placements, including offerings of common and preferred equity, investment-grade debt, convertible debt, and high-yield debt. Emily also regularly advises clients with respect to liability management transactions, including tender offers, as well as M&A transactions.In addition, Emily regularly counsels companies 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.Emily is recognized in IFLR1000 for Capital Markets: Debt, Capital Markets: Equity, and M&A (2021).Prior to joining Morrison Foerster, Emily worked as an associate in the capital markets practices of other international law firms in New York and London.<h4>Representative Matters</h4><ul><li>Represented Sprint Corp. and SoftBank Group Corp., the controlling shareholder of Sprint, on the 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 onsemi (NASDAQ: ON) in its Rule 144A offering of $1.5 billion 0.5% Convertible Senior Notes due 2029; in its Rule 144A offering of $700 million 0% Convertible Senior Notes due 2027; and in its Rule 144A offering of $700 million 3.875% Senior Notes due 2028.</li><li>Represented The Chemours Company (NYSE: CC) in its Rule 144A offering of $650 million 4.625% Senior Notes due 2029; in its Rule 144A offering of $800 million 5.750% Senior Notes due 2028 and concurrent tender offers to purchase all or a portion of its outstanding Senior Notes and related consent solicitations; and in its registered offering of €450 million 4.000% Senior Notes due 2026 and concurrent tender offers to purchase all or a portion of its outstanding senior notes and related consent solicitations.</li><li>Represented McKesson Corporation (NYSE: MCK) in its registered offering of $500 million 5.250% Notes due 2026; in its registered offering of $500 million 1.300% Senior Notes due 2026 and related tender offer to repurchase a portion of its outstanding senior notes; and in its registered offerings of $700 million 3.650% Notes due 2020 and $400 million 4.750% Notes due 2029 and concurrent tender offers to purchase a portion of its outstanding senior notes and related consent solicitations.</li><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 Southwest Gas Holdings, Inc. (NYSE: SWX) in its defense against a hostile tender offer and proxy contest by Carl Icahn, and in its subsequent registered offerings of common stock and debt. </li><li>Represented Unity Software Inc. (NYSE: U) in its stock-for-stock merger with ironSource, Ltd. for an approximate value of $4.4 billion.</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 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 the placement agent in connection with the $50 million private offering of senior secured notes by Newport Realty Trust, a private mortgage REIT, 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), and 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><li>Represented Veeco Instruments Inc. (NASDAQ: VECO) in its registered offering of $300 million 2.70% Convertible Senior Notes due 2023.</li><li>Represents the sales agents in connection with Equity Residential’s (NYSE: EQR) at-the-market equity offering; as designated underwriters’ counsel, represented the underwriters in connection with registered offerings by Equity Residential’s operating partnership, ERP Operating Limited Partnership, of an aggregate of $1.25 billion of notes.</li><li>Represented Whole Foods Market, Inc. (NASDAQ:WFM) in its $1.0 billion Rule 144A/Regulation S offering of 5.200% Senior Notes due 2025.</li><li>Represented the underwriters in connection with Community Healthcare Trust Incorporated’s (NYSE: CHCT) approximately $136.6 million initial public offering and in subsequent follow-on offerings.</li><li>Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its approximately $685 million initial public offering.</li></ul>

Emily K. Beers

Of Counsel

John Hensley is a partner in the firm’s Capital Markets and Public Company Advisory & Governance practices. He represents publicly and privately held companies in a variety of corporate and securities law matters.John represents both issuers and underwriters in initial public offerings, follow-on offerings and private placements, including offerings of common and preferred equity, debt, and convertible debt. In addition, John regularly advises numerous public company clients regarding general business matters, corporate governance issues and compliance with the U.S. federal securities laws and the requirements of the New York Stock Exchange and Nasdaq.<h4 dir="ltr">Representative Experience</h4><ul dir="ltr"><li dir="ltr">Represented Arm Holdings plc (NASDAQ:ARM), the world’s leading semiconductor IP company, in its blockbuster $5.22 billion USD IPO on Nasdaq, the largest IPO of 2023</li><li dir="ltr">Represented Krystal Biotech, Inc. (NASDAQ:KRYS) in multiple equity offerings, with an aggregate value of approximately $635 million</li><li dir="ltr">Represented Southwest Gas Holdings, Inc. in its $238.4 million public offering of common stock</li><li dir="ltr">Represented UDR, Inc. (NYSE:UDR) in connection with multiple public debt offerings with an aggregate value of approximately $1.3 billion and in connection with multiple public equity offerings with an aggregate value of over $2 billion</li><li dir="ltr">Advised eBay Inc. (NASDAQ:EBAY) in connection with a $1.15 billion offering of senior unsecured notes under its existing shelf registration statement and in connection with a $2.5 billion offering of senior unsecured notes under its existing shelf registration statement</li><li dir="ltr">Advised Sky Harbour LLC, a developer of private aviation infrastructure, in connection with its business combination agreement with Yellowstone Acquisition Company (NASDAQ: YSAC, YSACU, and YSACW), a publicly traded SPAC sponsored by Boston Omaha Corporation (NASDAQ:BOMN); as part of the business combination with Sky Harbour, a subsidiary of Boston Omaha purchased 10,000,000 shares of Yellowstone Class A common stock and acquired additional shares of Class A common stock and warrants to purchase Class A common stock as Yellowstone’s sponsor.</li><li dir="ltr">Represented Vontier Corporation (NYSE:VNT) in connection with its 144A private offering of $1.6 billion in senior notes</li><li dir="ltr">Represented Education Realty Trust, Inc. (NYSE:EDR) in connection with multiple public offerings of debt and equity securities resulting in proceeds in excess of $2.0 billion</li><li dir="ltr">Represented Farmland Partners Inc. (NYSE:FPI) in its $53.2 million initial public offering, its $46.5 million and $37.0 million follow-on offerings, and its $25.0 million at-the-market equity offering</li><li dir="ltr">Represented the underwriters in connection with registered offerings of over $33 billion of fixed and floating rate notes by Shell International Finance, the U.S. financing subsidiary of Royal Dutch Shell Plc</li><li dir="ltr">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 dir="ltr">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</li><li dir="ltr">Represented Southwest Gas Corporation in multiple registered debt offerings of over $1.6 billion in the aggregate</li><li dir="ltr">Represented Vonage Holdings Corp. in connection with its $300 million Rule 144A offering of convertible notes</li><li dir="ltr">Represented MedEquities Realty Trust, Inc. (NYSE:MRT) in its $275 million initial public offering</li><li dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ:INOV) in its $685 million initial public offering</li><li dir="ltr">Represented Veeco Instruments Inc. (NASDAQ:VECO) in two 144A convertible notes offerings of $425 million in the aggregate</li><li dir="ltr">Represented onsemi (NASDAQ:ON) in its $500 million Rule 144A offering of 1.625% senior convertible notes and in its $700 million offering of 3.875% senior unsecured notes</li><li dir="ltr">Represented the sales agents in connection with Equity Residential’s (NYSE:EQR) at-the-market offering program of 13 million common shares</li><li dir="ltr">Represented the underwriters in connection with the establishment of a $300 million at-the-market (ATM) equity offering program by Apple Hospitality REIT</li></ul>

John Hensley

Jessica Stern is a tax associate in the San Francisco office.  Ms. Stern’s experience spans a wide range of transactional, structuring and advisory tax matters affecting businesses in both the domestic and international contexts. She regularly advises with respect to tax issues in the areas of corporate reorganizations, joint ventures, partnerships, real estate investment trusts, capital markets transactions, structured products, renewable energy, mergers and acquisitions, tax controversy, transfer pricing, and tax exempt organizations.Ms. Stern is the author or co-author of a number of articles, including MoFo’s Quick Guide to REIT IPOs and Tax Reform: Key Considerations for Real Estate Investment Trusts. She is also the co-author of the United States Chapter of The Tax Disputes and Litigation Review, published by Law Business Research.While attending the New York University School of Law, she was the Executive Articles Editor of the Review of Law and Social Change.