REITs

The lawyers who comprise the large Shumaker REIT Practice team are knowledgeable advisers to real estate investment trusts (REITs), including Health Care REIT, Inc. (NYSE – HCN), an S&P 500 company with headquarters in Toledo, Ohio, that invests across the full spectrum of seniors housing and health care real estate.  The company also provides an extensive array of property management and development services.  As of June 30, 2012, the company's broadly diversified portfolio consisted of 1,010 properties in 46 states.  Shumaker also represents other private and publicly traded REITs with varied portfolios and assets.

Shumaker’s practice is national and international in scope, and Shumaker attorneys counsel REITs in investment transactions that involve mergers, acquisitions, sale-lease backs, joint ventures and public and private capital raisings. 

Shumaker also assists its REIT clients, especially those that are publicly traded, with a wide range of other legal matters, including securities law filings and compliance, corporate governance, investor relations, executive compensation, employment law, intellectual property issues and litigation monitoring.

What Makes Us Different

With its strong transactional focus, the Shumaker REIT team is known for facilitating expeditious closings for its REIT clients by closing deals on its clients’ timetables or sooner.  Shumaker has a dedicated team of 20 professionals who make sure that nothing happens to derail an investment or capital-raising transaction.  They do this by streamlining the process upfront and managing the transaction through post-closing.  The Shumaker REIT team approaches all of its clients’ transactions as a “partner” and evaluates its success on whether its clients’ and the clients' goals have been accomplished and relationships enhanced.    

The Shumaker REIT team’s ability to facilitate transactions for its clients is rooted in the deep real estate and capital markets knowledge that the team brings to the table, especially in transactions across the health care spectrum.  Shumaker has assisted its REIT clients in transactions involving everything from senior-housing facilities to large complex medical office buildings and hospital campuses. 

For healthcare-focused REITs, as well as for provider institutions that have real estate transactions, the Shumaker REIT team’s experience representing HCN, one of the most active public investors in the healthcare market, gives Shumaker an advantage when negotiating the terms of these complex transaction documents.

Why You Benefit

Shumaker lawyers are brought in by its REIT clients as strategic advisers.  They understand their clients’ vision and are asked to participate in its execution.  Using this insight, the Shumaker REIT team is available to advise on specific issues wherein legal and business concerns intersect, emphasizing up front solutions to maximize problem-free transactions. 

The breadth of the Shumaker REIT team’s vision as an adviser also encompasses partnering with its clients “out of the office,” which helps its REIT clients realize their philanthropic objectives in the communities where they do business.  In these and other ways, Shumaker’s goal is to do what its clients need Shumaker to do in order to make a difference.

Core Services

  • Serve as lead counsel in all public and private capital raisings and related corporate finance matters.
  • Serve as counsel in a wide range of investment transactions, including mergers, acquisitions, sale-lease backs and joint ventures.
  • Provide up-front guidance on transactional structuring and documentation.
  • Assist with other operational issues that confront publicly traded REITs, including securities law, filings and compliance, corporate governance, investor relations, executive compensation, employment law, intellectual property and litigation monitoring.

What you can expect from Shumaker

Shumaker lawyers implement their “partnering” philosophy in many ways, including the expeditious execution of transactions.  The Shumaker REIT team uses its extensive capital market experience to help clients achieve business goals on both the capital raising and investment sides of transactions.

Whether clients are interested in alternative fee arrangements or structuring in-house legal training programs for their executives, Shumaker will do whatever is needed and whatever works best for its REIT clients.  With a team of 20 dedicated REIT professionals, the Shumaker REIT team can handle large transactional needs and assist with related concerns involving the full spectrum of legal needs.  Shumaker employs  a focused, collaborative approach that its clients appreciate.

Representative Experience

The Shumaker REIT team represents Health Care REIT, Inc. (NYSE - HCN) with respect to HCN's capital transactions, acquisitions, dispositions and corporate governance issues, among other matters. 

Some recent notable capital transactions include representing HCN as lead securities counsel in the following: 

  • issuance of 13,800,000 shares of HCN common stock in an underwritten public offering generating approximately $811,000,000 of net proceeds in August 2012;
  • redemption of $168,000,000 of HCN 4.75% convertible senior unsecured notes in June 2012;
  • issuance of $600,000,000 of HCN 4.125% senior unsecured notes in an underwritten public offering generating approximately $594,064,000 of proceeds in April 2012;
  • redemption of $125,563,000 of HCN 4.75% convertible senior unsecured notes in April 2012;
  • redemption of $100,000,000 of HCN 7.875% Series D and $175,000,000 of HCN 7.625% Series F Cumulative Redeemable Preferred Stock in April 2012;
  • issuance of 11,500,000 shares of HCN 5% Series J Cumulative Redeemable Preferred Stock in an underwritten public offering generating approximately $277,901,000 of proceeds in March 2012;
  • issuance of 20,700,000 shares of HCN common stock in an underwritten public offering generating approximately $1,062,737,00 of proceeds in February 2012;
  • issuance of 12,650,000 shares of HCN common stock in an underwritten public offering generating approximately $606,595,000 of net proceeds in November 2011;
  • extension in July 2011 of HCN's unsecured line of credit arrangement to July 2015 and expansion to $2,000,000,000;
  • issuance of $1,400,000,000 of HCN senior unsecured notes due 2016 to 2041 bearing interest rates of 3.625% to 6.5%  in an underwritten public offering generating approximately $1,381,086,000 of net proceeds in March 2011;
  • issuance of 14,375,000 shares of HCN 6.5% convertible preferred stock in an underwritten public offering generating approximately $696,437,000 of net proceeds in March 2011; and
  • issuance of 28,750,000 shares of HCN common stock in an underwritten public offering generating approximately $1,358,543,000 of net proceeds in March 2011.

 Some recent notable acquisitions include representing HCN as lead or co-counsel in the following: 

  • HCN's completion of approximately $1,902,478,000 of gross investments during the six months ended June 30, 2012, including the Chartwell Seniors Housing REIT investment of approximately $509,500,000 that closed on May 1, 2012 for a total investment in the 42 seniors housing and care communities located in Canada of approximately $936,500,000;
  • HCN's completion of approximately $5,986,262,000 of gross investments in 2011 including the Genesis HealthCare Corp sale-leaseback for approximately $2,400,000,000, the Silverado Senior Living sale-leaseback for approximately $890,000,000 and the Benchmark Senior Living sale-leaseback for approximately $298,000,000; and
  • HCN's stock merger with Windrose Medical Properties Trust valued at approximately $877,000,000.

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