Morrison Foerster is an international law firm with lawyers practicing throughout the United States, Asia, and Europe. Click to discover more.

mofo_share_image.jpg

Morrison Foerster

common-default.jpeg

Terms / Notices

Cookies

Privacy Policy

Attorney Advertising

Secure Login

Alumni

  Facebook

MoFo Facebook

  Linkedin

MoFo LinkedIN

Twitter

MoFo Twitter

YouTube

MoFo Youtube

Morrison Foerster - Footer

MoFo Represents MedEquities in Merger with Omega

You have not solved the recaptcha challenge yet or session expired, try again.

Email Disclaimer

Disclaimer

Unsolicited e-mails and information sent to Morrison Foerster will not be considered confidential, may be disclosed to others pursuant to our <a href="https://www.mofo.com/about/privacy-policy.html">Privacy Policy</a>, may not receive a response, and do not create an attorney-client relationship with Morrison Foerster. If you are not already a client of Morrison Foerster, do not include any confidential information in this message. Also, please note that our attorneys do not seek to practice law in any jurisdiction in which they are not properly authorized to do so.

Feedback

mofo-logo-2022.svg

People

Capabilities

Resources

About

Culture

Offices

Careers

Stay Connected

Morrison & Foerster LLP is advising long-time client MedEquities Realty Trust, Inc. (NYSE: MRT) in its definitive merger agreement with Omega Healthcare Investors, Inc. (NYSEL OHI).

About Morrison Foerster

people-default-header-desktop.jpg

people-default-header-mobile.jpg

Default Meta Data

Morrison & Foerster LLP is advising long-time client MedEquities Realty Trust, Inc. (NYSE: MRT) in its definitive merger agreement with Omega Healthcare Investors, Inc. (NYSEL OHI). As part of the transaction, Omega will acquire all outstanding MedEquities shares and MedEquities stockholders will receive a fixed exchange ratio of 0.235 Omega common shares plus $2 in cash for each share of MedEquities common stock held by them, which represents a value of $10.26 per MedEquities share based on the $35.15 closing price for Omega common stock on December 31, 2018. The enterprise value of the transaction is approximately $600 million.MedEquities is a self-managed and self-administered real estate investment trust that invests in a mix of healthcare properties and healthcare-related real estate debt investments within the acute, post-acute and behavioral sectors of healthcare services.MoFo <a href="/resources/news/161004-mofo-advises-reit-medequities-ipo.html">previously</a> advised MedEquities on the closing of its $239 million Initial Public Offering in 2016.The MoFo deal team was led out of Washington D.C. by Corporate partner and co-chair of the firm’s REIT practice David Slotkin, Corporate partner Lauren Bellerjeau, and Corporate partner Andy Campbell.Key support was provided by Corporate associates Marianne Marchiori (Washington D.C.) and Meredith Carr (Washington D.C.). Tax guidance was led by partner Shane Shelley (San Diego) and associate Jessica Stern (San Francisco). Compensation and Benefits support was led by partner Dom Bozzetti (New York) and of counsel Amanda Hines Gold (San Francisco).For more information, please see the related <a target="_blank" href="https://www.businesswire.com/news/home/20190102005141/en/">press release</a>.

MoFo Represents MedEquities in Merger with Omega

Sign Up

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

Partner

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 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 Uber Technologies, Inc. with respect to its $3.1 billion acquisition of Careem, Inc.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 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 the independent directors of American Realty Capital HospitalityTrust, Inc. (ARC Hospitality) in connection with its definitive agreement with an affiliate of Brookfield Strategic Real Estate Partners II, pursuant to which Brookfield has provided an investment commitment of up to $400 million in the form of convertible preferred limited partnership units of the company’s operating partnership, American Realty Capital Hospitality Operating Partnership, L.P., on a delayed draw basis.</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 Jernigan Capital, Inc. in its co-investment agreement with an affiliate of Heitman Capital Management, LLC, pursuant to which such co-investor has committed $75 million to the previously announced joint venture between the Company and the Heitman affiliate.</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 Eola Capital in its $462 million sales of its property management business and six office properties to Parkway Properties, Inc. and Parkway Properties Office Fund II, LP.</li><li>Represented a private real estate company in its restructuring transactions prior to a private equity investment and refinanced credit facility and in contemplation of a future initial public offering.</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 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

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

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.

Jessica S. Stern

Associate

Domnick advises the firm’s clients on all matters relating to executive compensation, including designing, drafting, negotiating and implementing equity and non–equity–based incentive compensation arrangements (including compensatory partnership interests), severance, change in control and executive employment agreements, non–qualified deferred compensation plans and related issues concerning tax (including sections 162(m), 280G and 409A) and securities law issues. Domnick also works regularly with public companies in preparing executive compensation disclosures for annual proxy statements and merger proxies, initial public offerings and 8–Ks, and he provides advice on section 16 and other securities law issues and stock exchange listing rules relating to equity–based compensation.

Domnick Bozzetti

REITs

Mergers + Acquisitions