Private Securities Offerings

Our Business and Real Estate Group regularly advises issuers and sponsors in connection with private securities offerings under Rules 506(b) and 506(c) of Regulation D, with a particular focus on real estate related securities, including Delaware statutory trusts (“DSTs”), UPREIT transactions, real estate funds, and offerings of undivided tenant in common (“TIC”) interests in real estate.

We pride ourselves on being able to effectively and pragmatically assist issuers and sponsors with every step of the real estate syndication process, including:

• Structuring the transaction and advising on the offering type best suited to achieve our clients’ objectives;
• Forming and incorporating new entities and qualifying them to do business in foreign jurisdictions;
• Drafting operating agreements, articles of incorporation, bylaws, charters, shareholder agreements, trust agreements, partnership agreements, asset management agreements, tenant in common agreements, and other authority documentation, including consents and certificates;
• Negotiating purchase and sale agreements for the acquisition of real property;
• Preparing the appropriate offering documentation, including private placement memoranda (“PPMs”), subscription agreements and purchaser questionnaires;
• Representing issuers and sponsors in negotiations for debt financing;
• Handling securities law compliance matters, including blue sky notice filings and registrations with state securities regulators and the Securities and Exchange Commission (“SEC”); and
• Advising late-stage issuers and sponsors on restructurings, recapitalizations and exit strategies, including refinancings of maturing loans and dispositions of real property by alternative investment vehicles and DST roll-up transactions.

In addition to assisting with securities offerings, our Business and Real Estate Group routinely counsels special committees, boards of directors and management of both private and public companies on compliance with complex corporate and securities laws, rules and regulations, including Dodd-Frank, FINRA regulation, general corporate governance matters, blue sky related issues, conflicts of interest and matters related to mergers and acquisitions.

Our attorneys’ ability to assist with all aspects of the syndication process, from structuring the offering to advising on ongoing compliance matters and developing exit strategies, combined with our focus on efficiency and responsiveness, make us a one-stop shop for issuers and sponsors seeking to increase their liquidity and expand their businesses through private securities offerings.