Bass, Berry & Sims | Practices | Real Estate Capital Markets

Practices Matters Clients Attorneys Contact John A. Good, Chair	Real Estate Capital Markets Our Nationally-Recognized Real Estate Capital Markets Practice Our Real Estate Capital Markets Group has its foundation in our Real Estate Investment Trust (REIT) practice. Since the equity REIT emergence in 1993, our REIT practice has been national in scope and among the most active in the country. Consisting of a multidisciplinary team of attorneys and professional staff, our Real Estate Capital Markets Group is a key strategic partner with numerous REITs and real estate operating companies, as well as financial market professionals who provide REITs and Real Estate Operating Companies (REOCs) with needed capital. This team consists of experienced securities, mergers & acquisitions, tax, public finance, real estate and environmental attorneys. The firm's culture of high levels of teamwork and excellent client services permit attorneys with different backgrounds and perspectives to work seamlessly with each other and our real estate clients in an efficient and cost effective manner. REIT Securities The bedrock of our Real Estate Capital Markets Group is our REIT securities practice. We have routinely represented both issuers and underwriters in initial public offerings (IPOs) of REIT securities, follow-on offerings of common and preferred stock and issuance of debt securities on both a registered and unregistered basis, including the public offering of commercial mortgage-backed securities. We have structured and executed highly sophisticated rollup and other formation transactions involving hundreds of limited partners, have executed large portfolio purchases concurrently with IPOs and have at the same time been a part of "blind pool" IPOs by REITs. We have also represented private REITs in registered and unregistered securities offerings, and have significant experience in navigating the minefields of state securities regulation and NASD regulation of offerings of securities by private REITs. Our REIT experience includes transactions involving REITS in the student housing, apartment, self-storage, office, retail, healthcare, hotel, prison, commercial and industrial sectors. REIT M&A Practice We have substantial experience in the REIT merger and acquisition area, having represented both acquirers and targets in public REIT merger transactions as well as special committees of REIT boards faced with change of control transactions. Our Real Estate Capital Markets Group has advised REITs on anti-takeover measures, has advised investment banks on REIT merger and acquisition engagements and has counseled REIT boards in their evaluations of strategic alternatives. Corporate Counseling and Compliance Our Real Estate Capital Markets Group also provides ongoing corporate and securities compliance services to our publicly-traded REIT and REOC clients. We have substantial expertise in the design and implementation of stock-based and other executive compensation plans. We are also valued counselors to the boards of directors of publicly-traded REITs and are on the national forefront in the area of corporate governance, with our partner, Jim Cheek, having chaired the American Bar Association Task Force on Corporate Responsibility. Debt and Public Finance The Real Estate Capital Markets Group has extensive experience representing REITs and REOCs in large syndicated and unsyndicated credit facilities (both secured and unsecured), including facilities secured by large, multistate property pools. In addition, our public finance practice, one of the largest in the South, has extensive experience as bond counsel, borrower's counsel and underwriters counsel in the issuance of tax-exempt bonds to fund residential housing and other exempt purposes. REIT Tax Services Our tax attorneys have structured sophisticated rollup transactions, large Section 1031 exchanges, tax-free reorganizations and complex joint ventures and have done substantial state and local tax planning for REITs. We also have extensive experience in partnership and real estate taxation compliance with the REIT provisions of the Internal Revenue Code, have delivered opinions on highly technical issues involving REITs and have reviewed disclosure in and provided or reviewed REIT tax compliance opinions in connection with many public offerings of securities by REITs. Our Commitment to Industry Knowledge We believe that to be effective in representing our clients, members of our Real Estate Capital Markets Group must have industry knowledge and be leaders in the REIT industry. Our members have participated with the National Association of Real Estate Investment Trusts (NAREIT) in lobbying efforts in the state and local tax area. We also are actively involved in NAREIT, including participation on its Government Relations Committee. Members of the group have spoken at conferences and continuing legal education programs and actively seek leadership roles in real estate industry organizations. Our philosophy is that it's not enough to know the law; we have to know our clients' businesses. < back

Real Estate Capital Markets

Our Nationally-Recognized Real Estate Capital Markets Practice

Our Real Estate Capital Markets Group has its foundation in our Real Estate Investment Trust (REIT) practice. Since the equity REIT emergence in 1993, our REIT practice has been national in scope and among the most active in the country. Consisting of a multidisciplinary team of attorneys and professional staff, our Real Estate Capital Markets Group is a key strategic partner with numerous REITs and real estate operating companies, as well as financial market professionals who provide REITs and Real Estate Operating Companies (REOCs) with needed capital. This team consists of experienced securities, mergers & acquisitions, tax, public finance, real estate and environmental attorneys. The firm's culture of high levels of teamwork and excellent client services permit attorneys with different backgrounds and perspectives to work seamlessly with each other and our real estate clients in an efficient and cost effective manner.

REIT Securities

The bedrock of our Real Estate Capital Markets Group is our REIT securities practice. We have routinely represented both issuers and underwriters in initial public offerings (IPOs) of REIT securities, follow-on offerings of common and preferred stock and issuance of debt securities on both a registered and unregistered basis, including the public offering of commercial mortgage-backed securities. We have structured and executed highly sophisticated rollup and other formation transactions involving hundreds of limited partners, have executed large portfolio purchases concurrently with IPOs and have at the same time been a part of "blind pool" IPOs by REITs. We have also represented private REITs in registered and unregistered securities offerings, and have significant experience in navigating the minefields of state securities regulation and NASD regulation of offerings of securities by private REITs. Our REIT experience includes transactions involving REITS in the student housing, apartment, self-storage, office, retail, healthcare, hotel, prison, commercial and industrial sectors.

REIT M&A Practice

We have substantial experience in the REIT merger and acquisition area, having represented both acquirers and targets in public REIT merger transactions as well as special committees of REIT boards faced with change of control transactions. Our Real Estate Capital Markets Group has advised REITs on anti-takeover measures, has advised investment banks on REIT merger and acquisition engagements and has counseled REIT boards in their evaluations of strategic alternatives.

Corporate Counseling and Compliance

Our Real Estate Capital Markets Group also provides ongoing corporate and securities compliance services to our publicly-traded REIT and REOC clients. We have substantial expertise in the design and implementation of stock-based and other executive compensation plans. We are also valued counselors to the boards of directors of publicly-traded REITs and are on the national forefront in the area of corporate governance, with our partner, Jim Cheek, having chaired the American Bar Association Task Force on Corporate Responsibility.

Debt and Public Finance

The Real Estate Capital Markets Group has extensive experience representing REITs and REOCs in large syndicated and unsyndicated credit facilities (both secured and unsecured), including facilities secured by large, multistate property pools. In addition, our public finance practice, one of the largest in the South, has extensive experience as bond counsel, borrower's counsel and underwriters counsel in the issuance of tax-exempt bonds to fund residential housing and other exempt purposes.

REIT Tax Services

Our tax attorneys have structured sophisticated rollup transactions, large Section 1031 exchanges, tax-free reorganizations and complex joint ventures and have done substantial state and local tax planning for REITs. We also have extensive experience in partnership and real estate taxation compliance with the REIT provisions of the Internal Revenue Code, have delivered opinions on highly technical issues involving REITs and have reviewed disclosure in and provided or reviewed REIT tax compliance opinions in connection with many public offerings of securities by REITs.

Our Commitment to Industry Knowledge

We believe that to be effective in representing our clients, members of our Real Estate Capital Markets Group must have industry knowledge and be leaders in the REIT industry. Our members have participated with the National Association of Real Estate Investment Trusts (NAREIT) in lobbying efforts in the state and local tax area. We also are actively involved in NAREIT, including participation on its Government Relations Committee. Members of the group have spoken at conferences and continuing legal education programs and actively seek leadership roles in real estate industry organizations. Our philosophy is that it's not enough to know the law; we have to know our clients' businesses.

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