Real Estate M&A

Wachtell Lipton has a leading practice focused on M&A,  corporate governance, activism defense, restructurings and spin-offs and other strategic transactions across the REIT, real estate, hospitality and gaming sectors.  We consistently play an active role in major transactions in these sectors, with particular emphasis on large-scale public company M&A.

We are ranked in the top tier of advisors on REIT M&A transactions.  Since 2021, Wachtell Lipton has ranked first among law firms in REIT M&A, advising on deals totaling over $190 billion, including $67 billion year to date in 2023. Wachtell Lipton was named Law360’s Real Estate Group of the Year for 2022.

In addition to playing a leading role in many of the significant REIT mergers, buyouts and takeovers over the last two decades, we were also a key advisor in the redevelopment of the World Trade Center and Little Island in Manhattan.

Our lawyers are consistently ranked as leading real estate and REIT M&A advisors, and write and speak frequently on these topics, including the REITS: Mergers and Acquisitions treatise, The Real Estate M&A and Private Equity Review, and the other publications listed below and here. They also co-chair NYU’s and PLI’s annual conferences on REITs and REIT M&A.

Representative Transactions

• Spirit Realty Capital, Inc. in its $9.3 billion all-stock acquisition by Realty Income Corporation
• Kimco in its all-stock acquisition of RPT Realty for $2.3 billion, to create a business with total enterprise value of $22 billion
• Public Storage in its $2.2 billion acquisition of Simply Self Storage from Blackstone Real Estate Income Trust
• Regency Centers in its $1.4 billion all-stock acquisition of Urstadt Biddle Properties to create a $16 billion enterprise
• Office Properties Income Trust in its all-stock combination with Diversified Healthcare Trust to create a diversified REIT with $12.4 billion in assets
• Public Storage in its proposed $15 billion all-stock acquisition of Life Storage
• Prologis in its $26 billion acquisition of Duke Realty in an all-stock transaction
• PS Business Parks in its $7.6 billion acquisition by Blackstone
• Bluerock Residential in its $3.6 billion sale to Blackstone and its spin-off of its single-family rental business
• CoreSite in its $10.1 billion acquisition by American Tower, creating a differentiated, comprehensive and interconnected communications real estate platform
• Monmouth in its $4 billion sale to Industrial Logistics Properties, and its defense against activist attacks
• Columbia Property Trust in its $3.9 billion sale to PIMCO
• Ventas in its $2.3 billion acquisition of New Senior, adding 102 independent living communities to Ventas’s senior housing portfolio
• VEREIT in its all-stock acquisition by Realty Income, to create a $50 billion combined company
• DigitalBridge Group’s board transaction committee in connection with affiliated funds’ acquisition of a controlling stake in Vertical Bridge Holdings, the largest private owner and operator of wireless communications infrastructure in the United States, with over 8,000 towers
• Kimco in its merger with Weingarten to create an open-air shopping center and mixed-use real estate owner with a pro forma total enterprise value of $20.5 billion
• RealPage, a leading global provider of software and data analytics to the real estate industry, in its $10.2 billion sale to Thoma Bravo
• Taubman in its $9 billion merger and joint venture with Simon Property Group
• Prologis in its $12.6 billion acquisition of Liberty Property Trust
• Penn National Gaming in its acquisition and lease-back of the Tropicana Las Vegas from Gaming and Leisure Properties for $307.5 million in rent credits to be utilized under the parties’ other leases, as well as other transactions to help mitigate the financial impact of the Covid-19 pandemic
• Cousins Properties in its $7.8 billion combination with TIER REIT
• Forest City Realty Trust’s board in its $11.4 billion sale to Brookfield
• AV Homes in its $1 billion sale to Taylor Morison Home Corp.
• Gramercy Property Trust in its $7.6 billion sale to Blackstone, and in its $5.7 billion merger with Chambers Street Properties
• Quality Care Properties in its $4 billion sale to Welltower and agreement with ProMedica Health System to acquire HCR ManorCare at the completion of HCR ManorCare’s Chapter 11 bankruptcy process
• Annaly Capital Management in its $900 million acquisition of MTGE Investment Corp. and its $1.5 billion acquisition of Hatteras Financial Corp.
• Ventas in its:
  • spin-off of Care Capital Properties with a portfolio of 355 post-acute/skilled nursing facility properties
  • $7.4 billion acquisition of Nationwide Health Properties
  • $3.1 billion acquisition of Atria’s senior housing portfolio
  • $2.6 billion acquisition of American Realty Capital Healthcare Trust
  • $2 billion acquisition of Sunrise Senior Living REIT
  • restructuring of its lease and other arrangements with Brookdale Senior Living
• Taubman, PREIT and numerous other REITs in governance and activism defense matters
• Regency Centers in its $15.6 billion merger with Equity One
• Simon Property Group in its:
  • spin-off of its strip center and smaller enclosed malls (53 million square feet) as Washington Prime Group
  • €1.5 billion ($2 billion) acquisition of a 28.7% equity stake in Klépierre from BNP Paribas, and Klépierre in connection with its €7.2 billion merger with Corio
  • proposed £6.2 billion acquisition of Capital Shopping Centres Group PLC
  • unsolicited offer to acquire General Growth Properties for $31.6 billion out of Chapter 11
  • $2.3 billion acquisition of Prime
• Public Storage in its successful $5 billion hostile acquisition of the Shurgard Self-Storage REIT, its joint venture with New York Common with respect to Shurgard Europe
• Penn National Gaming in connection with its $2.8 billion acquisition of Pinnacle Entertainment and in its tax-free spin-off of Gaming and Leisure Properties
• Gaming and Leisure Properties in its $5 billion acquisition of Pinnacle Entertainment’s real estate assets
• Sears Holdings in its:
  • formation of Seritage Growth Properties, a new REIT that entered into a $2.5 billion sale-leaseback with Sears for 254 stores
  • strategic joint ventures with Simon, General Growth and Macerich
  • sale of 11 properties to General Growth Properties for $270 million and various other strategic real estate transactions
• The Special Committee of Starwood Waypoint Residential Trust in the merger with Colony American Homes and internalization of its manager, to create a combined company that will manage over 30,000 homes and have an aggregate asset value of $7.7 billion.
• AMB Property Corporation in its $14 billion merger with ProLogis to create the leading global industrial REIT with combined assets of $46 billion
• Kennedy-Wilson Holdings in its $8.2 billion combination and Kennedy Wilson Europe Real Estate Plc to create a leading global real estate Investment and asset management platform
• Washington Prime Group in its $4.3 billion acquisition of Glimcher Realty Trust and WP Glimcher in the formation of its $1.625 billion joint venture with O’Connor Capital Partners
• Cousins Properties in its merger with Parkway Properties, and the simultaneous spin-off of the Houston-based assets of both companies, creating two publicly traded REITs with a combined gross asset value of $7 billion
• Annaly Capital Management in its $1.5 billion acquisition of Hatteras Financial Corp
• Shareholders in connection with the NorthStar-Colony Capital merger
• JAVELIN Mortgage Investment in its acquisition by ARMOUR Residential REIT
• SL Green in connection with various transactions and the $3.1 billion One Vanderbilt project
• Cole in its $11.2 billion merger with ARCP to create a $21.5 billion net lease REIT, its successful takeover defense against American Realty Capital’s $9.7 billion unsolicited offer, and representation of the special committee of the board of CCPT III in its acquisition of Cole Holdings Corporation
• Colony Financial’s special committee of the board in its $740 million acquisition of the real estate and investment management business of Colony Capital
• Tishman Speyer and Lehman Brothers’ $22.2 billion acquisition of Archstone-Smith
• PREIT in its acquisition from Vornado of the redeveloped Springfield Town Center for $465 million, and in its dealings with an activist investor
• Chatham Lodging Trust’s sale of its Cerberus/Chatham joint venture for $1.3 billion and formation of a new joint venture with NorthStar to acquire 47 of the joint venture’s assets and subsequently Inland’s $1.1 billion hotel portfolio
• Associated Estates in connection with a proxy contest by Land & Buildings
• CBS in the IPO and exchange offer with its shareholders of its outdoor advertising business, CBS Outdoor Americas, as a REIT
• MeadWestvaco in its $1.5 billion sale of forestlands and development joint venture with Plum Creek
• Sunrise Senior Living in its $1.9 billion sale to Health Care REIT, the sale of the Sunrise management company to KKR, Beecken Petty and Health Care REIT, and various related financing matters and buy outs of joint venture partners, in transactions involving total investment by Health Care REIT of $4.3 billion
• The restructuring of Archstone following its acquisition by Tishman-Speyer, and representation of Archstone management in its sale by Lehman to Equity Residential and Avalon Bay
• Supervalu’s announced sale of five retail grocery banners (877 stores) to a Cerberus-led investor consortium that also includes Kimco, Klaff Realty LP, Lubert-Adler Partners and Schottenstein Real Estate Group, in a transaction valued at $3.3 billion
• Chatham Lodging Trust in connection with a proxy contest by HG Vora and Blue Mountain Capital, and in its bids, partly in a joint venture with Cerberus Capital Management, to acquire 69 hotels for $1.3 billion in Innkeepers USA Trust’s bankruptcy auctions
• Morgan Stanley in the sale of the Revel Hotel and Casino project in Atlantic City
• Silverstein Properties in the redevelopment of the World Trade Center, including structuring and negotiating the Master Plan and Master Development Agreement for the site
• MSREF in connection with the restructuring of the CNL and Pyramid hotel portfolios
• Morgans Hotel Group in the $1.3 billion debt restructuring for the Hard Rock Las Vegas Hotel
• Centerbridge and other parties in connection with the $9.5 billion acquisition of Centro’s U.S. assets and Australian restructuring
• Istithmar/Dubai World in connection with the restructuring of various Atlantis resorts and other Kerzner assets
• Penn National Gaming’s acquisition of the M Resorts in Las Vegas, accomplished through its acquisition of $900 million of secured debt, and its pending $610 million acquisition of Harrah’s St. Louis from Caesars
• Restructuring of the Baha Mar Hotel and Casino development project in the Bahamas, which included a new $2.6 billion loan from the Export-Import Bank of China and an investment from China State Construction Company
• Sunrise Senior Living in connection with restructuring matters
• New York Stock Exchange in the sale of the former American Stock Exchange headquarters building
• The Mills Corporation’s $7.9 billion sale to Simon/Farallon
• Ramco Gershenson in connection with Equity One’s unsolicited bid
• Kimco’s strategic alliance with Valad Property Group of Australia to create joint funds management and joint venture opportunities
• American Financial Realty Trust’s $3.4 billion sale to Gramercy Capital Corp.
• Innkeepers USA’s $1.5 billion sale to Apollo
• Starwood and Walton Street in their $39.2 billion bid with Vornado for EOP
• Kimco’s $4 billion acquisition of Pan Pacific Retail Properties
• Reckson Associates’ $6.2 billion sale to SL Green
• Four Seasons Hotels’ $3.7 billion management buyout
• Apollo’s $8.5 billion acquisition of Realogy and $27.8 billion acquisition of Harrah’s
• A Morgan Stanley/Onex venture’s $1.25 billion acquisition of Town & Country Trust, in the face of hostile bids from third parties following an agreed transaction
• Morgans Hotel Group’s $1.5 billion acquisition of Hard Rock Hotels & Casino in Las Vegas
• Bidders in the Trizec ($7.2 billion), Arden ($3 billion) and CRT ($885 million) auctions
• Penn National Gaming’s now-terminated $8.9 billion buy out by Fortress Investment Group and Centerbridge Partners, and the investment negotiated on termination
• Pinnacle Entertainment in connection with the contest to acquire Aztar Corporation
• The restructuring and bankruptcy of Stations Casinos
• Morgan Stanley in connection with Trump Casinos’ Chapter 11 proceeding
• The bankruptcy auction of the Fontainebleau casino hotel in Las Vegas
• Restructuring of Riviera Hotel & Casino
• Penn National Gaming in its bids for various assets of Magna Entertainment, in Magna’s chapter 11 case
• Supervalu’s $17.4 billion acquisition of Albertson’s together with a consortium that included, Cerberus Capital Management, Kimco, Schottenstein, Lubert-Adler Partners, Klaff Realty and CVS Corporation
• Security Capital’s $1.8 billion acquisition of Storage USA and stakes in CarrAmerica (for $265 million) and Regency Realty (for $132 million), and the ultimate $5.5 billion sale of Security Capital to GECC
• Lend Lease’s sale of its U.S. investment management and debt-related businesses to Morgan Stanley, GMAC, MuniMae, Holiday Fenoglio and others
• Kmart’s sale of a portfolio of stores to Sears and subsequent $12.3 billion acquisition of Sears, and a series of other real estate-driven bids for retail companies
• Kmart’s sale of a portfolio of stores to Home Depot
• Hometown America’s $2.2 billion acquisition of Chateau Communities
• Reckson’s $315 million disposition of its industrial portfolio and other strategic transactions
• Taubman Centers’ successful defense against Simon Property Group’s $3 billion unsolicited offer and proxy
• Kimco’s acquisition of Atlantic Realty Trust
• Restructuring of Morgans Hotel Group on behalf of NorthStar Capital
• Morgans Hotel’s joint venture with Boyd Gaming to build two hotels in Las Vegas
• MetLife’s $375 million sale of SSR Realty Advisors and other businesses to BlackRock
• Tishman Speyer’s Australian LPT $560 million initial public offering and a related acquisition and restructuring of a major U.S. office portfolio
• Hometown America’s $593 million sale of a portfolio of properties to Affordable Residential Communities simultaneously with ARC’s IPO
• The Post Properties proxy fight
• The $1 billion sale of National Golf Properties to a Goldman Sachs/Starwood Capital joint venture
• Patriot American’s acquisition of the Bay Meadows/California Jockey paired share REIT and subsequent mergers with Wyndham ($732 million) and Interstate Hotels ($2 billion)
• Mirage Resorts in its $6.5 billion sale to MGM Grand
• Lend Lease’s $259 million acquisition of AMRESCO’s commercial mortgage businesses, including Cap Trust and Holliday Fenoglio Fowler
• Security Capital Group’s $925 million global restructuring, which involved merging Security Capital US Realty (Luxembourg) into Security Capital Group
• New Plan Realty Trust’s restructuring after New Plan’s acquisition of Excel
• PaineWebber Real Estate Fund’s acquisition of Blackstone’s interests in a portfolio of trophy office properties in California, and the formation of a related joint venture with a local operating partner
• The Taubman UPREIT’s $1.7 billion restructuring and the exchange of General Motors Pension Trust’s 37% interest in the Taubman Operating Partnership for 10 regional malls
• Avalon Properties’ $1.7 billion merger with Bay Apartment Communities
• Security Capital’s $329 million disposition of its interest in Strategic Hotels
• Regency Retail Corporation’s $1.2 billion merger with Pacific Retail Trust
• Imperial Credit Industries $335 million acquisition of ICCMIC, its affiliated public mortgage REIT, and its defense against an unsolicited advance by Wilshire Real Estate Investment Trust Inc
• PaineWebber and Morgan Stanley’s investment funds’ $737 million joint acquisition of the Bellemead office portfolio (8 million square feet in 44 buildings) from Chubb
• Boston Properties’ $1.2 billion acquisition of Prudential Center in Boston and Embarcadero Center in San Francisco from Prudential, and Prudential’s related investments in Boston Properties
• Highwoods’ $313 million acquisition of J.C. Nichols
• Crocker Realty Trust’s $538 million merger with Highwoods Properties
• Diversified Shopping Centers’ $500 million merger into the Donahue Schriber REIT, involving the sale of 38 shopping centers in California, Arizona and Nevada
• Regency Realty’s $213 million acquisition of Branch Properties
• Various transactions involving Santa Anita, First Union and other paired share REITs
• Formation of a linked REIT/C Corporation vehicle for global consolidation of the parking industry
• Conversion of Plum Creek Timber Company from a master limited partnership into an internally advised UPREIT
• Salomon’s disposition of a portfolio of limited service hotels
• Various other matters with Highwoods, Boston Properties, Taubman, United Asset Management/Heitman, AEW, PaineWebber, Security Capital, NorthStar, General Growth, Whitehall, Salomon, J.P. Morgan and DLJ, among others