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Why Insurance Capital Is Courting REITs

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Ali Connaughton and Larry Medvinsky spoke with Law360 Real Estate Authority about rising private equity interest in joint...

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<p>Ali Connaughton and Larry Medvinsky spoke with <em>Law360 Real Estate Authority</em> about rising private equity interest in joint ventures with REITs as a way to deploy insurance capital. For the insurers, real estate is a large and established asset class with predictable returns, and public REITs are trusted operators. Insurers benefit from stable real estate exposure managed by experienced operators.</p><p>Larry noted, “Institutional investors have a much greater comfort level investing in [public REITs] than in a new entrant raising a traditional private real estate equity fund.”</p><p>Ali added that REITs offer execution certainty: “With a willing investor, you can complete a deal within 30 to 60 days, rather than spreading the time cost of money over a longer period.”</p><p>Read the <a href="https://media2.mofo.com/v3/assets/blt5775cc69c999c255/blt66bf56ccf88743f0/69f8ec5cea75237f030e453e/260422-why-insurance-capital-is-courting-reits.pdf" target="_blank">full article</a>.</p><p><br><br></p>

<p>Why Insurance Capital Is Courting REITs</p>

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<p>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.</p><p>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.</p><p>She has represented several of the leading sponsors of public, non-listed REITs in connection with more than $35 billion in public offerings.</p><p>Ali has been recommended as a leading lawyer in <em>Chambers USA</em> 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.</p><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

<p>Larry Medvinsky is widely recognized as a creative, commercially focused attorney who guides clients through complex transactions.</p><p>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.</p><p>Larry has been ranked in <em>Chambers USA</em> and <em>Legal 500 USA </em>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.</p><p>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.</p><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><p><em>*Includes prior firm experience</em></p>

Larry P. Medvinsky

REITs

<p><em>Law360 Real Estate Authority</em></p>