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Frequently Asked Questions about UPREITs and OP Unit Transactions

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A common structure for equity REITs, the UPREIT model allows a REIT to hold and operate its assets through a single operating...

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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. 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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A common structure for equity REITs, the UPREIT model allows a REIT to hold and operate its assets through a single operating partnership. This structure provides tax advantages and liquidity opportunities for property contributors who receive OP Units in exchange for real estate assets. Understanding the complexities of valuation, unit allocation, and redemption rights is essential for both REITs and OP Unitholders.Read <a href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/bltc1ed1ac0d6cad4de/250228-upreit-op-unit-transactions.pdf" target="_blank">our latest update</a> to explore key considerations and structuring insights for UPREIT transactions.

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Alice Connaughton is co-chair of the firm’s REIT practice and a partner in Morrison Foerster’s Capital Markets practice group. 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

Larry Medvinsky is widely recognized as a creative, commercially focused attorney who guides clients through complex transactions.Larry serves as co-chair of Morrison Foerster’s REITs practice group and 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

Lauren Bellerjeau is a corporate partner in the Austin office of Morrison Foerster.Lauren has served as a trusted advisor to boards of directors and executive management teams in the negotiation of their companies’ most significant combination, commercial and corporate governance transactions. Her extensive private practice experience includes representing both buy-side and sell-side clients on complex and transformative U.S. and cross-border combination and commercial transactions in a variety of industries, with a particular focus on technology, real estate investment trusts, government contracting and defense, life sciences, and manufacturing. She has also regularly counseled REITs and other companies with significant real estate holdings or real estate management businesses on complex restructuring and roll-up transactions, particularly in contemplation of initial public offerings, large equity investments, or strategic transactions.Lauren also has valuable in-house experience, having recently served as Senior Vice President, Assistant General Counsel and Chief Privacy Officer at onsemi, a leader in intelligent power and sensing technologies recognized as a Fortune 500® company and included in the S&P 500® index.While at Morrison Foerster, Lauren has been recognized by leading legal publications and directories, including The Legal 500 US for Real Estate Investment Trusts and M&A: Large Deals ($1bn+), as an Emerging M&A Leader – Legal by M&A Advisor and as a Rising Star – M&A by Law360.<h4>Representative Experience</h4><ul><li>Represented Plymouth Industrial REIT in its pending $2.1 billion sale to entities affiliated with real estate advisory firm Makarora Management and global alternative asset manager Ares Management (NYSE: ARES).</li><li>Represented SoftBank Group in its pending acquisition of U.S.-based semiconductor design company Ampere Computing Holdings LLC for US$6.5 billion.</li><li>Represented Palo Alto Networks in its pending $3.35 billion acquisition of Chronosphere, a next-generation observability platform built to scale for the AI era.</li><li>Represented Palo Alto Networks in its acquisition of Protect AI, an innovative leader in securing the use of AI and Machine Learning applications and models.</li><li>Represented Palo Alto Networks in its acquisition of Dig Security, an innovative provider of Data Security Posture Management (DSPM).</li><li>Represented Palo Alto Networks in connection with the acquisition of Cider Security, a pioneer in application security (AppSec) and software supply chain security.</li><li>Represented Uber Technologies with respect to its $3.1 billion acquisition of Careem, Inc.</li><li>Represented ON Semiconductor in its $2.4 billion acquisition of Fairchild Semiconductor.</li><li>Represented ON Semiconductor in its $1.07 billion all-cash acquisition of Silicon Valley-based public company Quantenna Communications Inc. (NAS: QTNA).</li><li>Represented SoftBank Group, in the $8.6 billion sale of its controlling stake in Finnish gaming company Supercell Oy to Chinese Internet company Tencent Holdings Ltd. </li><li>Represented SoftBank Group in connection with other merger and investment transactions in the technology industry, including with respect to its investment in OneWeb.</li><li>Represented SoftBank Group in its sale of 90.1% equity in Fortress Investment Group to Mubadala Investment Company, through its wholly owned asset management subsidiary Mubadala Capital.</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 MedEquities Realty Trust, Inc. in its merger with Omega Healthcare Investors, Inc. for an approximate value of $600 million.</li><li>Represented Farmland Partners, Inc., a real estate investment trust with a portfolio comprised of 271 farms, in its acquisition of all outstanding common stock of American Farmland Company.</li><li>Represented General Electric Capital Corp. in its $23 billion divestiture of its commercial real estate business to affiliates of The Blackstone Group and Wells Fargo, N.A.</li><li>Represented Bank of America Merrill Lynch, Morgan Stanley, Wells Fargo Securities, and Deutsche Bank Securities in the $2.3 billion IPO of Paramount Group, Inc.</li><li>Represented Equity Residential in its $16 billion acquisition of Archstone Enterprise LP from Lehman Brothers Holding, Inc.</li><li>Represented Playa Hotels & Resorts, B.V. in a series of real estate property and management related transactions..</li><li>Represented GE Healthcare in its acquisition of Thermo Fisher’s cell culture, gene modulation, and magnetic beads businesses for approximately $1.06 billion.</li><li>Represented Avanade, Inc., a joint venture between Microsoft Corporation and Accenture plc, in its acquisition of the U.S. CRM business of Ascentium Corporation.</li><li>Represented Lockheed Martin Corporation in several acquisitions of private companies in the government contracting industry, including the acquisition of CDL Systems Ltd., Gyrocam Systems, LLC, Universal System & Technology Inc., and QTC Holdings, Inc.; and the divestiture of Lockheed Martin Corporation’s Enterprise Integration Group business.</li><li>Represented PPG Industries, Inc. in connection with several acquisitions of private companies.</li><li>Represented Helsinn Healthcare S.A., a Swiss-based pharmaceutical company, and its U.S. based subsidiary Helsinn Therapeutics (U.S.) Inc., in connection with a development and co-promotion arrangement with Eisai Inc. for the commercialization of combination drug products in the U.S.</li><li>Represented MGI Pharma, Inc. in its acquisition through a $4 billion cash tender offer by Eisai Co., Ltd.</li><li>Represented Black & Decker Corporation in its stock-for-stock merger with Stanley Works.</li></ul>

Lauren Bellerjeau

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 2025 for REITs and as a “Notable Practitioner” in IFLR1000 for Capital Markets: Equity. He is recommended by The Legal 500 US for the areas of Capital Markets: Equity Offerings and REITs.<h4>Representative Experience</h4><ul><li>Represented SoftBank Group Corp. in its $2 billion PIPE investment in Intel Corporation (Nasdaq: INTC).</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 Inovalon Holdings, Inc. (Nasdaq: INOV) in its $685 million initial public offering.</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 RH (NYSE: RH) in connection with its $350 million Rule 144A offering of convertible notes.</li><li>Represented the initial purchasers in separate Rule 144A offerings of $375 million of 7.250% senior secured notes and $941 million of zero coupon senior secured notes of Diversified Healthcare Trust (Nasdaq: DHC).</li><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 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 the dealer manager in exchange offers for senior notes of Office Properties Income Trust (Nasdaq: OPI).</li><li>Represented SoftBank Group Corp. in its $50 million PIPE investment in Cipher Mining Inc. (Nasdaq: CIFR).</li><li>Represented Zippy Shell, one of the largest containerized moving and storage companies in the U.S., in a $180 million preferred equity investment by Carlyle.</li><li>Representing Modiv Industrial, Inc. (NYSE: MDV) in connection with its $50 million at-the-market equity offering.</li><li>Represented the initial purchasers in a $300 million Rule 144A offering of 9.000% senior secured notes of Office Properties Income Trust (Nasdaq: OPI).</li><li>Represented Vonage Holdings Corp. (NYSE: VG) in connection with its $300 million Rule 144A offering of convertible notes.</li><li>Representing Baird in the $400 million at-the-market equity offering of Watsco, Inc. (NYSE: WSO).</li><li>Representing B. Riley in the at-the-market equity offering of Beam Global (Nasdaq: BEEM).</li><li>Representing Baird in the at-the-market equity offering of ESS Tech, Inc. (NYSE: GWH).</li><li>Represented SoftBank Group Corp. in its $150 million PIPE investment in Afya Limited (Nasdaq: AFYA).</li><li>Represented the underwriters in Modiv Industrial, 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 the underwriters in multiple underwritten secondary offerings of shares of Landsea Homes Corporation (Nasdaq: LSEA).</li><li>Represented the underwriters in multiple underwritten secondary offerings 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 private investment firms in equity lines of credit for multiple issuers.</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 Anzu Special Acquisition Corp in its $425 million initial public offering and its subsequent merger with Envoy Medical, Inc. (Nasdaq: COCH).</li><li>Represented Science Strategic Acquisition Corp. Alpha in its $310 million initial public offering.</li><li>Represented Endurance Acquisition Corp. in its $200 million initial public offering.</li><li>Represented MedEquities Realty Trust, Inc. (NYSE: MRT) in its $600 million merger with Omega Healthcare Investors, Inc. (NYSE: OHI).</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 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 Campbell

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><li>Represented Carlsmed, Inc. (Nasdaq: CARL) in connection with its $100.5 million initial public offering</li><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 Centuri Holdings and parent company Southwest Gas Holdings in $353 million IPO and concurrent private placement</li></ul><ul dir="ltr"><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

Phil advises clients on U.S. federal income tax considerations in connection with domestic and cross-border transactions, including mergers and acquisitions, reorganizations, capital markets transactions, derivatives, and other financial products. He regularly represents clients in a wide variety of industries, including foreign and domestic banks, financial institutions, technology and Fintech companies, investment funds, and companies in the consumer and hospitality industries.Phil’s practice also includes advising on all U.S. federal income tax aspects of formation, ongoing operations, and compliance matters for public and private REITs and real estate funds, private equity funds, and joint ventures. This broad experience allows him to provide commercially minded advice and deliver practical solutions to the firm’s clients. In addition to transactional tax matters, Phil enjoys helping clients navigate and successfully resolve administrative matters with the IRS, as well as complex tax controversies. Phil regularly contributes to MoFo’s pro bono and community engagement initiatives, including education policy and advocacy matters.

Philip Jaworskyj

Justin is chair of the firm’s Capital Markets practice and former 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.For his role as lead attorney on Arm's IPO, The American Lawyer recently recognized Justin as a 2024 "Dealmaker of the Year," an award honoring lawyers who guided the most complex, groundbreaking, and impactful deals of the past year.Justin is recommended by The Legal 500 US 2023 for Capital Markets: Debt Offerings, Capital Markets: Equity Offerings, M&A / Corporate and Commercial: Private Equity Buyouts, and REITs. He is also recognized as a leading lawyer in Chambers USA 2023 for REITs.<h4 dir="ltr">Representative Experience</h4><h5 dir="ltr">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><li>Represented SoftBank Group Corp. in connection with its $2 billion PIPE investment into Intel Corporation (Nasdaq: INTC).</li><li>Represented Uber Technologies Inc. (NYSE: UBER) in connection with its $300 million PIPE investment into Lucid Group, Inc. related to a global robotaxi program created exclusively for the Uber ride-hailing platform.</li><li dir="ltr">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 dir="ltr">Represented Inovalon Holdings, Inc. (NASDAQ: INOV) in its initial public offering.</li><li dir="ltr">Represented RLJ Lodging Trust (NYSE: RLJ) in connection with its initial public offering.</li><li dir="ltr">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 dir="ltr">Represented the underwriters in connection with Community Healthcare Trust’s (NYSE: CHCT) initial public offering and numerous follow-on equity offerings.</li><li dir="ltr">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 dir="ltr">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 dir="ltr">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 dir="ltr">Represented UDR, Inc. in connection with multiple follow-on equity offerings.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of preferred stock and common stock by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">Represented Trade Street Residential, Inc. in its backstopped rights offering and corresponding PIPE.</li><li dir="ltr">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 dir="ltr">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 $34 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 dealer managers in Shell plc’s exchange offers of up to $8.4 billion involving six series of outstanding notes and the issuance of new privately placed notes guaranteed by Shell.</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 Education Realty Trust (NYSE:EDR) in connection with multiple public offerings of debt securities resulting in proceeds in excess of $1 billion.</li><li dir="ltr">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 dir="ltr">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 dir="ltr">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 dir="ltr">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 dir="ltr">Represented the Commonwealth of the Bahamas in connection with its $100 million 144A sovereign debt offering.</li><li dir="ltr">Represented AutoZone, Inc. (NYSE: AZO) in connection with $1.55 billion of registered offerings of senior notes.</li><li dir="ltr">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 dir="ltr">Represented WellPoint, Inc. (NYSE: WLP) in its $1.75 billion offering of senior notes.</li><li dir="ltr">Represented Aventine Property Group in connection with its $100 million private offering of convertible senior notes.</li><li dir="ltr">Represented the underwriters in connection with multiple registered offerings of senior notes by Sotherly Hotels (NASDAQ: SOHO).</li><li dir="ltr">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 dir="ltr">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 dir="ltr">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 dir="ltr">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 dir="ltr">M&A</h5><ul><li dir="ltr">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 dir="ltr">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 dir="ltr">Represented Greenlane Holdings, Inc. (NASDAQ: GNLN), in its merger of equals with KushCo Holdings, Inc.</li><li dir="ltr">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 dir="ltr">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 dir="ltr">Represented Trade Street Residential, Inc. in its acquisition by Independence Realty Trust, Inc.</li><li dir="ltr">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 Salon

Shane Shelley 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 advises on the tax aspects of most business transactions, including M&A, fund formations, joint ventures, spin-offs and divestitures, international structuring, capital markets offerings, and venture capital investments. In addition to his general tax practice, he offers a vast depth of knowledge in a variety of complex tax areas, including REITs and real estate, renewable energy, and financial products. He counsels his REIT and real estate clients regarding tax compliance and structuring in connection with their significant offerings, M&A transactions, U.S. and non‑U.S. fund formations and joint ventures, property contributions, like-kind exchanges, and other transactions. He 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, tax equity structuring matters, and the monetization of tax benefits. Clients have described Shane as “one of the brightest tax minds” they have ever worked with, having “the rare ability to simultaneously think like a tax expert and a business leader.”Shane is Chambers-ranked in the areas of both Tax and REITs and is recommended by Legal 500, Taxes, Non-Contentious and International. He is the author or co-author of a number of articles, including Federal Income Tax Considerations in Going Private Transactions, Tax Considerations for Venture Capital and Technology-Related Start-Ups, and the Taxation of REITs and Shareholders in PLI’s Tax Practice Series. He speaks and lectures regularly on a variety of tax topics. Shane is an adjunct professor at the University of San Diego School of Law, where he teaches partnership taxation and the taxation of REITs and related real estate transactions. He is also a Fellow of the American College of Tax Counsel.

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 the dealer managers in Shell plc’s exchange offers of up to $8.4 billion involving six series of outstanding notes and the issuance of new privately placed notes guaranteed by Shell.</li><li>Represented the underwriters in connection with the $2.35 billion offering of guaranteed notes issued by Shell Finance U.S. Inc., a subsidiary of Shell plc.</li><li>Represented the underwriters in the $450 million bond offering of Senior Notes by First Industrial, L.P., a real estate investment trust company.</li><li>Represented the underwriters in the $400 million registered offering of Senior Notes by COPT Defense Properties, L.P., a real estate investment trust.</li><li>Represented Riot Platforms, Inc. in its offering of $594.4 million of 0.75% convertible senior notes due 2030.</li><li>Represented the initial purchasers in the $345 million bond offering of 5.25% Exchangeable Senior Notes due 2028 by COPT Defense Properties, L.P.</li><li>Represented Wells Fargo Securities, Deutsche Bank Securities, and Goldman Sachs & Co. in Shell plc’s $12 billion exchange offering of Convertible Notes.</li><li>Represented Veeco Instruments Inc. (Nasdaq: VECO) in its private offering of up to $230 million aggregate principal amount of 2.875% Convertible Senior Notes due 2029. </li><li>Represented Crinetics Pharmaceuticals (Nasdaq: CRNX) in its $500 million public offering of 10,000,000 shares of its common stock. </li><li>Represented Crinetics Pharmaceuticals (Nasdaq: CRNX) in its $350 million private placement of 8,333,334 shares of its common stock. </li><li>Represented McKesson Corporation (NYSE: MCK) in its offering of $500 million of 4.250% notes due 2029 and subsequent redemption of 5.250% notes due 2026. </li><li>Represented onsemi (NYSE: ON) in its upsized $1.5 billion private offering of 0.50% Convertible Senior Notes.</li></ul><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>Represented BlackBerry Limited (NYSE: BB) in its $200 million Rule 144A offering of convertible notes. </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 Beers

Of Counsel

Kristie Espiritu is a tax associate in the San Diego office of Morrison Foerster.Kristie’s experience spans a wide range of transactional, structuring, and advisory tax matters affecting domestic businesses. She regularly advises clients on their tax issues in the areas of joint ventures, partnerships, real estate investment trusts, renewable energy, mergers and acquisitions, and tax- exempt organizations.Kristie is an adjunct professor at USD School of Law, where she teaches classes on partnership tax.