Publicly traded real estate companies and real estate investment trusts (REITs), with help from real estate private equity, have transformed the global real estate markets over the past 20 years. Their principal innovation, and secret sauce, is ‘liquid real estate’. Unlike traditional property ownership, equity in publicly traded real estate vehicles is highly liquid and can be bought and sold in large volumes, literally in minutes, on numerous global exchanges.
This volume is a multinational guide for understanding and navigating the increasingly complex and dynamic world of liquid real estate and the transactions that produce it. The sea change in the markets has meant that major real estate transactions have migrated from ‘Main Street’ to ‘Wall Street’. They now often take the form of mergers, acquisitions, takeovers, spin-offs and other corporate transactions conducted in the public markets for both equity and debt. They have grown exponentially in complexity and sophistication, and increasingly represent cross-border multinational transactions fuelled by the now global real estate capital markets and M&A deal professionals. And they are often intermediated by international investment banks rather than local brokers, and financed with unsecured bonds or commercial mortgage-backed securities. In a fair number of cases they are instigated by private equity firms or similar catalysts, sometimes building portfolios to be taken public or sold to public real estate companies, and sometimes through buyouts of public real estate companies for repositioning or sale.
Adam Emmerich practises in Wachtell Lipton’s corporate department, focusing primarily on mergers and acquisitions, particularly in the REIT and publicly traded real estate areas, as well as on corporate governance and securities law matters. His practice has included a broad and varied representation of public and private corporations and other entities in a variety of industries throughout the United States and globally, in connection with mergers and acquisitions, divestitures, spin-offs, joint ventures and financing transactions. He also has extensive experience in takeover defence. Mr Emmerich is recognised as one of the 500 leading lawyers in America by Lawdragon, as one of the world’s leading M&A lawyers in Chambers, as an expert in each of M&A, corporate governance and M&A in the real estate field by Who’s Who Legal, and as an expert both in M&A and in corporate governance by Euromoney Institutional Investor’s Expert Guides.
Robin Panovka co-heads Wachtell Lipton’s real estate and REIT M&A groups. He focuses on M&A and strategic transactions across the real estate, REIT, hospitality, gaming and private equity sectors, and also advises on general cross-border M&A and large-scale projects including the redevelopment of the World Trade Center in Manhattan. Mr Panovka has been named one of the Lawdragon 500 Leading Lawyers in the United States, and is consistently ranked as one of the leading REIT and real estate M&A lawyers by Chambers, The Legal 500, Who’s Who Legal and similar publications. He was recently described in Chambers as ‘the dean of US REIT M&A’. He is the co-author of ‘REITs: Mergers and Acquisitions’, a leading treatise published by Law Journal Press, co-chair of the NYU REIT Center, and has served as an adjunct professor at Columbia Business School.
The publisher acknowledges and thanks the following for their learned assistance throughout the preparation of this book: