REIT Primer: Summary of the federal tax requirements for a Real Estate Investment Trust REITs and related entities throughout the U.S. and abroad ­- including many of the largest and most acquisitive - seek Sullivan's highly regarded services. Clients value our REIT practice group's responsive, practical, efficient handling of REIT matters, partner-level involvement in deals, and 360-degree perspective of our clients' needs.

Our Clients

Our REIT clients require some of the most sophisticated tax and investment structures in the world. Clients include existing public and private REITs, as well as real estate owners, operators and developers, pension fund advisors, pension funds, and foreign investors, looking to unlock the value of the REIT structure.

Sullivan's clients include many of the most prominent public REITs located throughout the U.S. and beyond. By equity market capitalization, we represent approximately 15 percent of the U.S. public REIT market.

We represent REITs and other industry participants in virtually every real estate sector. These include the more traditional REIT asset classes, such as:

  • Office
  • Retail
  • Industrial
  • Warehouse and Storage
  • Hospitality (including hotels and travel centers)
  • Senior Living
  • Multifamily
  • Mortgages

In addition, our cutting-edge REIT conversion work has allowed us to represent REITs in alternative asset classes such as:

  • Communications Towers
  • Data Centers
  • Dark and Lit Fiber
  • Digital Billboards
  • Distributed Antenna Systems
  • Solar, Wind and Power Infrastructure
  • Timberlands
  • Transmission and Distribution Lines
  • Vineyards, Greenhouses and Other Agricultural Properties 

Our REIT practice group has extensive experience in virtually every aspect of the industry. Clients rely on us for formation, capital raising, mergers and acquisitions, conversion of C corporations to REITs, tax matters, securities law compliance, governance issues, property management and leasing, environmental and land use matters and workouts for troubled properties. We are regularly called on by other firms to serve as special REIT counsel for many larger, more sophisticated transactions, especially those needing help with high-exposure, tax-related structuring issues.


Peers and clients rate our REIT practice highly. The Legal 500 (U.S.) consistently ranks us among the top REIT practice groups in the nation and recently named Sullivan as REIT Practice Group of the Year. The American Lawyer also has consistently ranked Sullivan among the top law firms in the nation in representation of public REITs based upon the number of REIT offerings as well as total REIT equity and debt funds raised.

Delivering on Your Next: Case Studies

Leveraging ground-breaking Asian investment to grow iconic office holdings in the U.S.


A corporate client was looking to tap into the Asian public markets for investment in the U.S. real estate market and came to us because of our top-tier public REIT experience.

Getting to Next

Responsively coordinating tasks, negotiations and schedules in North America and Asia, we put the real estate acquisitions and IPO in place, factoring in complex tax-efficiency considerations and listing on the Singapore stock exchange, with close to $1 billion at stake.

Our team included David Kaplan on tax structuring, John Steiner for real estate and Nicole Rives for corporate aspects.


Thanks to our work, the client became the first pure-play U.S. office REIT listed on an Asian exchange. We have assisted the client with subsequent acquisitions in realizing on its vision to acquire trophy office buildings in major metropolitan areas across the U.S.

Overcoming complex tax, securities and real estate issues in a sophisticated, public REIT acquisition


When a long-term public REIT client of ours wanted to diversify its office tenant mix, it set its sights on an acquisition target.

Getting to Next

Beginning in spring 2018, we helped the client acquire another public REIT through a merger, which allowed it to branch out geographically, to increase its scale, and to diversify. Our team also helped our client sell its shares in the target REIT and distribute its shares in another public company to its shareholders.

Our team was led by Lindsey Getz, with Ameek Ashok Ponda and Brian Hammell handling tax aspects of the deal, Howard Berkenblit assisting with securities aspects of the deal, and Lou Monti assisting on real estate matters.


The resulting combined REIT will focus on owning, operating and leasing office buildings, primarily leased to single tenants and high credit quality tenants, such as government entities. Consequently, our client is expected to have increased scale, enhanced diversification, and a broader investment strategy.

Delivering a global restructuring with a REIT conversion built on alternative, data assets


A multinational, California-based data center company wanted to convert its assets into a public REIT to realize on tax efficiencies.

Getting to Next

Our team handled the REIT conversion, including obtaining an IRS Private Letter Ruling and rationalizing worldwide operations to maintain REIT compliance.


The client successfully shifted assets to a REIT. Ameek Ashok Ponda and his team supported this client in its REIT conversion and subsequent global restructuring, with a market capitalization of $25 billion.

Recent Articles/Presentations

Real Estate Investment Trusts 2022
Remediation of M&A REIT Targets
REIT Taxation and Data Centers 
An Introduction to REIT Compliance for Timber REITs 
Ameek Ponda Tax Forum Presentation on REITs
Non-Customary Services Furnished By Taxable REIT Subsidiaries 
How Much Gain Would a REIT Defer if a REIT Could Defer Gain? 
Key REIT Conversion Considerations 
REIT Conversion Work Streams
U.S. REITs Investing Globally 

Representative Client Work

  • The acquisition of thousands of properties valued in the aggregate in the tens of billions of dollars
  • A wide range of financing transactions and structures, including secured and unsecured financings, senior, subordinate and convertible debt offerings, investment grade and sub-investment grade debt offerings, preferred and common equity offerings and sale-leaseback transactions
  • Since 2010, we have advised public REITs in over 60 public offerings of equity and debt securities totaling more than $36 billion
  • Design cross-border REITs and cross-border REIT investments
  • Counsel foreign taxable and tax-exempt investors with respect to structuring investments in U.S. real estate, including in public and private REITs
  • Counsel investment advisors in structuring private REIT funds to invest in blind real estate pools, including funds targeted exclusively to non-U.S. investors
  • Represent investors in dealing with troubled lessees, borrowers and acquisition targets, both in litigation and in bankruptcy
  • Structured six private timber REITs which raised approximately $3 billion in combined equity capital
  • Developed strategies for and implemented novel transactions, including REIT-to-REIT spin-offs and spin-outs

Key Contacts

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