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Real Estate M&A and REIT Transactions 2014


Speaker(s): A.J. Agarwal, Adam O. Emmerich, Benjamin R. Weber, Bruce Gilchrist, Cristina Arumi, Daniel P. Adams, David J. Goldschmidt, Douglas W. Sesler, Edward M. Schulman, Gil Menna, Guy A. Metcalfe, James J. Hanks, Jr., James M. Barkley, Jennifer B. Clark, Jodi J. Schwartz, John Gottfried, Joshua Ford Bonnie, Karen F. Turk, Kimberly J. Smith, Matthew J. Lustig, Michael Bilerman, Michael J. Graziano, Robin Panovka, Stephen G. Hentschel, Thomas Grier, Thomas Kluck, Wendy Gill
Recorded on: Jan. 8, 2014
PLI Program #: 49633

Daniel Adams is a partner in the firm’s Business Law Department, where he is a member of the REITs Practice and Capital Markets Practice. Mr. Adams focuses primarily on public and private offerings of securities, corporate governance, securities law compliance for public companies, executive compensation and other matters of general corporate and securities law.     

Work for Clients

Mr. Adams's experience in corporate finance includes representing public and private companies, including publicly traded REITs, and underwriters in transactions such as IPOs, follow-on and shelf offerings and 144A offerings of equity and debt securities. He has been involved in raising over $4 billion in public and private equity and debt capital for the firm's clients.

Mr. Adams has served as ongoing corporate and securities counsel for public and private companies, primarily including REITs and life sciences companies. He has counseled these clients in all aspects of corporate governance and securities law compliance and a wide variety of general corporate and securities matters. Mr. Adams also has special expertise in counseling public companies on executive compensation matters, and has advised a number of the firm's public company clients in connection with the establishment of new or revised executive employment agreements and compensation plans, including compensation plans for public UPREITs utilizing LTIP units.     

Professional Activities

Mr. Adams is a member of the Boston, Massachusetts and American Bar Associations.     

Education

J.D., Harvard Law School, 1999 (magna cum laude)
B.A., Tufts University, 1996           

Bar and Court Admissions

Mr. Adams is admitted to practice law in Massachusetts.


Ted Schulman is AvalonBay's Senior Vice President -- General Counsel.  Mr. Schulman joined AvalonBay in February 1999.  Prior to that time, Mr. Schulman was a partner of Goodwin Procter LLP, Boston MA, where he specialized in corporate and securities matters with a particular focus on public REITs.  Mr. Schulman received his J.D. degree from Harvard Law School and his undergraduate degree in economics from Princeton University.


Thomas Kluck is a Legal Branch Chief in the Office of Real Estate and Commodities in the Division of Corporation Finance at the U.S. Securities & Exchange Commission. Mr. Kluck joined the SEC in November 2003, as an Attorney-Adviser in the Division of Corporation Finance. From 1997-2003, Mr. Kluck was Securities Counsel for the Missouri Securities Division; from 1995-1997, he was a guest lecturer on business law at the Faculty Management at Comenius University in Bratislava, Slovakia. Mr. Kluck received his LL.M. in Securities and Financial Regulation from Georgetown University Law Center, J.D. from the University of Tulsa, and B.S. in Political Science from Missouri State University.  


Bruce Gilchrist is a partner in Hogan Lovells’ corporate finance and securities groups.  For many years, a substantial part of Bruce’s practice has focused on REITS and other entities and individuals engaged in the real estate industry, including owners and operators of hotels, office buildings and multifamily properties, homebuilders, and management companies.

He has participated in acquisitions and business combinations involving mergers, stock purchases, asset transactions, partnership rollups (both public and private), leveraged buyouts, and tender offers. He has represented issuers and underwriters in IPOs and other public offerings and private placements of equity and debt securities, reorganizations, and recapitalizations. In addition to dealing with the securities and corporate finance law aspects of various transactions, Bruce regularly advises clients concerning compliance with the federal securities laws and regulations, including those relating to corporate governance and disclosure obligations.

Bruce has been recognized as a leading REIT lawyer by Chambers and Legal 500.  In 2013, the American Lawyer recognized him as a Dealmaker of the Year for his work on Equity Residential’s acquisition of Archstone in a joint venture with AvalonBay Communities.

Bruce grew up in Hartford, Connecticut.  He graduated from Columbia College in 1972 with a degree in Classics.  He received an MA in Classics from Columbia in 1974.  He received his law degree in 1980 from Columbia, where he was a Notes and Comments editor for the Columbia Law Review and was named a James Kent Scholar.  After law school, Bruce clerked for Justice Morris Pashman of the New Jersey Supreme Court.

Bruce has served for over 15 years on the Board of Directors, and is a past president, of the American Civil Liberties Union for the Nation’s Capital and is currently a member of the National Board of the ACLU.

Representative Experience

  • Advising Equity Residential in its $16 billion acquisition of Archstone with AvalonBay; Archstone-Smith in its $22.2 billion acquisition by Tishman Speyer and Lehman Brothers; Trizec in its $8.9 billion acquisition by Brookfield and The Blackstone Group; Lehman Brothers/ING Clarion in their $2.8 billion acquisition of Gables; Parkway Properties in its $1.2 billion acquisition of Thomas Properties Group and the concurrent sale of 3 office properties to Brandywine Realty Trust; Kingdom Hotels in its acquisitions of Fairmont Hotels & Resorts and Raffles, in a joint venture with Colony Capital, and Four Seasons Hotels & Resorts, in a joint venture with Cascade Investments (private investment vehicle of Bill Gates); GE on its $2.3 billion disposition of Storage USA to Extra Space Storage and Prudential Real Estate Investors; Trizec in its participation with GE in the $3.8 billion acquisition of Arden.
  • Advising Host Hotels & Resorts in its conversion to a REIT and concurrent acquisition of the Blackstone hotel portfolio and rollup of various public and private hotel partnerships.
  • Advising Charles E. Smith Residential, in its IPO, which was the first public rollup transaction by a REIT, and the underwriters in the IPOs of CarrAmerica, which pioneered the UPREIT structure, and Empire State Realty Trust, which included a public rollup.


James Barkley currently serves as General Counsel of Indianapolis-based Simon Property Group, Inc., an S&P 100 company and the largest retail real estate company in the world.  The Company currently owns or has an interest in approximately 230 retail real estate properties in North America, Europe and Asia.

Mr. Barkley received his B.S. degree from Indiana University in 1974 and was awarded a J.D. degree from the Robert H. McKinney of Law in 1977.  Mr. Barkley joined Simon in 1978 as a staff attorney and was named Assistant General Counsel in 1984.  In 1992 he was named General Counsel of Melvin Simon & Associates, Inc. and was appointed General Counsel and Secretary of Simon Property Group, Inc. at the time of its formation in 1993.

Mr. Barkley is a member of the Indianapolis and Indiana State Bar Associations and was elected in 1991 to the American College of Real Estate Lawyers.  Mr. Barkley previously served on the Board of Directors of the Indiana Chamber of Commerce and currently sits on the Robert H. McKinney School of Law Board of Visitors.  He is a frequent lecturer, speaker and panelist on legal issues as they relate to public real estate companies.

Mr. Barkley resides with his wife Cindy in Indianapolis, Indiana.


A. J. Agarwal is a Senior Managing Director in the Real Estate Group and is based in New York. Mr. Agarwal oversees North American acquisitions for the Real Estate Group. He has been directly involved in a number of the Real Estate Group's investments, including Extended Stay Hotels, Apple Reit 6, Hilton Hotels, General Growth Properties, Brixmor Property Group, and Hotel del Coronado. Mr. Agarwal joined Blackstone in 1992. Prior to joining the Real Estate Group in January, 2010, Mr. Agarwal was a member of Blackstone's Financial Advisory Group, leading the firm's advisory practice in a number of areas, including real estate and leisure/lodging. Mr. Agarwal graduated from Princeton University, where he graduated magna cum laude and Phi Beta Kappa and received an MBA from Stanford University Graduate School of Business.


Adam O. Emmerich is a Corporate Partner at Wachtell, Lipton, Rosen & Katz.  He focuses his practice 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 includes a broad representation of public and private enterprises in a various 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 defense and corporate governance matters. 

Adam is recognized as one of the 500 leading lawyers in America by Lawdragon; one of the world's leading lawyers in mergers and acquisitions by Chambers, an expert in each of  M&A, Corporate Governance and M&A in the real estate field by Who’s Who Legal, as well as by Euromoney’s Expert Guides and Legal 500.

After serving as a law clerk to Judge Abner J. Mikva, of the United States Court of Appeals for the District of Columbia Circuit, Adam joined the firm in 1986 and was named partner in 1991. He attended Swarthmore College and The University of Chicago, from which he received his J.D. with honors. While at the University of Chicago, Adam served as topics and comments editor of The University of Chicago Law Review, was elected to the Order of the Coif, and was the recipient of an Olin Fellowship in law and economics. He is a frequent author and speaker on topics relating to mergers and acquisitions and corporate governance.

Adam is co-chair of the International Institute for the Study of Cross-Border M&A, co-chair of the advisory board of New York University’s REIT Center for the Study of Public Real Estate Companies, and a member of the American Law Institute.  He has served as co-chair of the NYU Real Estate Institute’s Annual Symposium on REITs since its inception. He is a member of the Corporate Academic Bridge Group of the NYU Pollack Center for Law & Business, and a frequent contributor to the Harvard Law School Forum on Corporate Governance and Financial Regulation. Adam serves on the board of directors of the American Friends of the Israel Museum, and as president of the Friends of the Israel Antiquities Authority and also of the Friends of Rambam Medical Center.


Benjamin Weber has experience in a broad range of real estate, corporate finance and private and public securities transactions, including acquisitions, dispositions, financings, private equity investments and restructurings.

Recent Representations

  • Forest City Realty Trust in the recently completed $11.4 billion acquisition by a Brookfield real estate fund and, before that, in connection with its reorganization into a REIT and with the elimination of the company’s dual-class share structure
  • British Airways in the negotiation of certain airport occupancy arrangements
  • Wells Fargo in the sale of 52 Midwestern branches to Flagstar
  • Global Container Terminals in the development of an ExpressRail intermodal transfer facility adjacent to its container terminal in Jersey City and various amendments and supplements to its leases of container terminals in Jersey City/Bayonne and on Staten Island
  • Delaware Life Insurance Company in its preferred equity interest in a residential development project in San Francisco
  • Goldman Sachs in various acquisitions and related financings of commercial properties (including hotels, office buildings, student housing and light industrial warehouses)
  • Christopher Cole and certain other executives in connection with the $11.2 billion acquisition of Cole Real Estate Investments by American Realty Capital Properties
  • Cole Real Estate Investments in corporate and securities matters, including its listing on the New York Stock Exchange and its $250 million self tender offer
  • Vornado Realty Trust in connection with various transactions, including the spinoffs of TBG Smith Properties and Urban Edge and the sale of Broadway Mall on Long Island to an affiliate of KKR

Rankings and Recognitions

  • BTI Consulting Group (2016) – recognized as a law firm Client Service All-Star
  • New York Super Lawyers (2007-2018) – recognized as a Super Lawyer in Real Estate Law
  • The Best Lawyers in America (2013-2018) – recognized in Real Estate Law and Mergers & Acquisitions Law
  • The Legal 500 United States (2014, 2017, 2018) – recognized in Real Estate Law


Guy is a Managing Director of Morgan Stanley and Global Chairman of the Real Estate Investment Banking Group based in New York.

Guy joined the Firm in 1990 as an Analyst in the M&A Department, and worked in corporate finance in Toronto and Los Angeles as an analyst before returning to New York as generalist Associate in 1994.  He joined the Real Estate Group (principal investing, banking and lending) in 1996.  He was named Managing Director in 2002.  Guy became U.S. Real Estate Banking Head in 2002, Global Head in 2006 and Global Chairman in 2013.  Guy has completed over $500 billion of transactions at Morgan Stanley and is a trusted advisor to the CEOs of many of the leading property companies.

Guy earned an Honors B.A. in Business Administration from the Ivey School at the University of Western Ontario in 1990.

Guy is an advisor on real estate matters to the Partnership Fund of New York, a member of the Board of Directors of Trey Whitfield School, a high-performing inner-city school in East New York, Brooklyn, and is Vice Chairman of Schools That Can, the largest cross-sector network of urban schools serving underserved communities in the U.S.

Guy currently resides in New York, NY, with his wife Lisa and their 2 children.


JAMES J. HANKS, JR. is a partner with the 800-lawyer firm of Venable LLP, with offices in Baltimore, Los Angeles, New York, San Francisco and Washington, and Distinguished Visiting Professor from Practice at the University of Maryland School of Law.  For many years, Jim was a Visiting Senior Lecturer of Management at Cornell Business School, an Adjunct Professor of Law at Cornell Law School and a Senior Lecturer at Northwestern Law School.  Jim received his A.B., from Princeton University; his LL.B. from the University of Maryland Law School, where he was an editor of the Maryland Law Review; and his LL.M. from Harvard Law School.  For a year after receiving his LL.B., he was law clerk to Judge Charles Fahy of the United States Court of Appeals for the District of Columbia Circuit.

 Approximately 80% of all publicly traded REITs are formed under Maryland law.  Jim and his colleagues advise approximately 60% of this group, as well as privately-held REITs and other entities, on Maryland law in connection with REIT formations, equity and debt offerings, mergers and acquisitions, takeover defenses, stockholder litigation and corporate governance matters.  Jim has advised buyers or sellers in more than 250 mergers or acquisitions, many valued at more than one billion dollars.  He has also represented parties in cross-border mergers and acquisitions, joint ventures and other transactions.  Jim regularly serves as independent counsel to boards of directors and board committees of REITs and other major U.S. corporations and as an expert witness in connection with significant transactions, stockholder litigation, conflicts of interest and corporate governance issues.  Jim also advises governments on revision of their corporate and securities laws.

Jim is the author of the definitive 800-page treatise Maryland Corporation Law (published in 1990 and supplemented annually) and the co-author (with former Stanford Law School Dean Bayless Manning) of the fourth edition of Legal Capital (published in 2013).  He is also the author of several law review articles and a frequent speaker on corporation law and governance.  Jim has been actively involved in the revision of the Maryland General Corporation Law and the Model Business Corporation Act, which has been adopted substantially in its entirety by approximately 30 American states.

Jim is thrilled to be married to Sabine Senoner, of Kitzbühel, Austria, and they have an utterly charming daughter, Maria Dorothy, age fourteen, who will talk your head off in German or English.


Jennifer Clark is the Executive Vice President and General Counsel of Reit Management & Research LLC (RMR), a privately owned real estate management company that manages five NYSE listed real estate investment trusts:  CommonWealth REIT, Hospitality Properties Trust, Senior Housing Properties Trust, Government Properties Income Trust and Select Income REIT.  RMR also provides shared services to two real estate based NYSE listed operating companies (TravelCenters of America LLC and Five Star Quality Care, Inc.) and to Sonesta International Hotels Corporation, a privately owned hotel management company.  In 2009, Jennifer was named a New England Super Lawyer and in October of 2013 she was included on the Legal 500’s Corporate Counsel 100 list.  Before joining RMR, Jennifer was a partner in Sullivan & Worcester LLP.  Jennifer is a graduate of Brandeis University and the Boston University School of Law.


Jodi J. Schwartz is a partner at the law firm of Wachtell, Lipton, Rosen & Katz where she specializes in the tax aspects of the corporate transactions and mergers and acquisitions that are the firm’s primary practice.  She is a magna cum laude graduate of the University of Pennsylvania Law School where she served as an editor of the Law Review and has an LL.M in Taxation from New York University, and an M.B.A. from the Wharton School.  Ms. Schwartz is an Executive Committee member of the New York State Bar Association Tax Section where she was a past Chair.  She is a frequent lecturer and writer on federal income tax issues.


Matthew J. Lustig is Chairman of Investment Banking, North America as well as Head of Real Estate & Lodging at Lazard, advising clients on strategic transactions in the real estate and lodging industries.

Previously, Mr. Lustig served as Head of Investment Banking, North America managing Financial Advisory businesses relating to Mergers & Acquisitions, Restructuring, Private Capital Advisory, Lazard Middle Market, Shareholder Advisory and Capital Structure Advisory. Separately he has headed the Real Estate private equity business of Lazard and its post-IPO successors, which included multiple funds with over $2.5 billion of equity capital invested in public and private real estate operating companies and properties. Prior to joining Lazard in 1989, Mr. Lustig was with Drexel Burnham Lambert and Chase Manhattan Bank.

Mr. Lustig serves on the boards of Boston Properties, Inc. (NYSE: BXP) and Ventas, Inc. (NYSE: VTR). He serves on the advisory boards of the School of Foreign Service at Georgetown University, his alma mater, The Zell-Lurie Real Estate Center at the Wharton School of the University of Pennsylvania (Chairman) and the Milstein Center for Real Estate at Columbia Business School. He is a former Executive Committee and Board member of the Pension Real Estate Association, a member of the Real Estate Roundtable and the Council on Foreign Relations.


Michael Bilerman is a Managing Director at Citi, and leads the firm’s Global real estate investment research franchise.  He also directly heads the US real estate and lodging team which has coverage of over 80 real estate and lodging equity securities.  Michael and the Citi Research REIT team have consistently been ranked as the top team in external client polls including Institutional Investor and Greenwich Associates. 

With over two decades of industry experience, Michael has spent his entire career in real estate having joined Citi in August 2004 following 6 years at Goldman Sachs.  Michael started his career in real estate investment banking working in both New York and London and then became a senior research analyst covering the REIT sector in 2002.  In June 2007, Michael was included in Institutional Investor's second annual "20 Rising Stars of Real Estate" feature, acknowledging up-and-coming real estate professionals who will likely set the trends in the rapidly changing real estate industry.  Michael was then named to Institutional Investor’s All-America Research Team in 2008, a position he has held for the last 11 years straight. 

Michael is an active member of various real estate industry professional affiliations including the Real Estate Roundtable, Pension Real Estate Association, NYU Shack’s Real Estate Program and Nareit.  Michael current serves as Chairman of the Research Committee for the Real Estate Roundtable, a Cabinet member of Nareit's Real Estate Investment Advisory Board and is a member of the FTSE Nareit Index Advisory Committee. 

Michael received a Bachelor of Commerce from McGill University in Montreal, Canada with a double major in finance and strategic management, and lives in New York with his wife and three boys. 


Mike is co-head of the Global Real Estate Investment Banking business and serves as a strategic advisor to a number of private and publicly traded real estate companies with regard to mergers and acquisitions, capital raising and general corporate finance Matters. He is also a member of the Investment Banking Division Executive Committee. Mike joined Goldman Sachs in 1988 and has spent more than 25 years focused on the real estate business. He was named managing director in 2000 and partner in 2006.

Mike is a member of the National Association of Real Estate Investment Trusts, The Real Estate Roundtable and the Urban Land Institute. He is also on the board of the

International Council of Shopping Centers. Mike earned an MBA from the Wharton School of the University of Pennsylvania and a BS, magna cum laude, from Georgetown University.


Tom Grier is a Managing Director and Head of Real Estate for J.P. Morgan. Tom is a 20 year veteran of real estate investment banking. Over the span of his career, Tom has advised real estate clients on mergers and acquisitions and raising equity and debt capital for his clients as well as defense assignments and asset sales.


Robin Panovka is a partner and co-chairman of Wachtell Lipton’s Real Estate and REIT M&A practices, which are consistently at the forefront of major transactions in the public REIT, real estate, hospitality and gaming industries.  He also advises on large scale-development projects, governance and strategic matters. 

Robin has been named one of the Lawdragon 500 Leading Lawyers in the U.S., and is ranked as one of the leading M&A and REIT lawyers by Chambers, Legal 500, Who’s Who Legal and similar publications. He has been featured in a number of publications for leadership in his fields, including Lawdragon Magazine and American Lawyer and is a recipient of New York University’s Urban Leadership Award.

He is the co-author of “REITs: Mergers and Acquisitions,” a leading treatise published by Law Journal Press, and has authored many articles on related subjects. He is co-chair of the NYU REIT Center and has served as an adjunct professor at Columbia Business and Law Schools and in NYU’s Masters in Real Estate Program. He is a founding director of the International Institute for the Study of Cross-Border M&A (XBMA), a joint venture among Peking University, Cambridge and NYU. He lectures frequently and chairs annual conferences for the NYU REIT Center, Practising Law Institute and XBMA. He is also active on a number of educational and non-profit boards, including the boards of Duke Law School and NYU’s Real Estate Institute; is a fellow of the American Bar Foundation and the American College of Real Estate Lawyers; and serves on the Cornell University Council.

Robin was heavily involved in the redevelopment of the World Trade Center for more than a decade following its destruction on September 11, 2001, including negotiating the master plan and “footprint swap” chronicled in the Cornell Real Estate Review, American Lawyer Magazine and other publications.

He holds degrees from Cornell University and Duke Law School.  He grew up in South Africa and Israel and currently lives in Manhattan.


For over 20 years, Cristina Arumi has been focusing her practice on the tax aspects of capital markets and M&A transactions involving real estate investment trusts (REITs), real estate funds, and joint ventures in addition to tax components of foreign investment in U.S. real estate.

She regularly advises both public and private REITs, including mortgage REITs, closely held real estate companies, real estate funds, and non-U.S. real estate investors on a variety of matters. She has worked on multiple transactions involving mergers and acquisitions, the formation and initial public offering of UPREITs, REIT conversions, rollup transactions, downREIT transactions, and public debt and equity offerings.

Cristina also advises a number of REITs on ongoing operating matters, including compliance with tax protection agreements in the course of subsequent transactions and refinancings, and has years of experience representing clients in requests for private letter rulings from the IRS, as well as experience representing REITs and taxable REIT subsidiaries undergoing IRS audits.

Cristina advises non-U.S. clients – individuals, foreign pensions, and sovereign investors – of the U.S. tax implications of investments and operations in the United States, including the Foreign Investment in Real Property Tax Act (FIRPTA). She also advises both U.S. and non-U.S. clients regarding U.S. tax implications on a variety of cross-border transactions.

Before re-joining Hogan Lovells in March 2019, Cristina was a principal of Ernst & Young LLP's National Tax Department for six years. Prior to that, she was a partner and the global leader of the Tax practice area at Hogan Lovells. During her initial 17 years at the firm, Cristina advised on the tax aspects of many of the most complex and high-profile real estate-related transactions in the industry.


David J. Goldschmidt represents investment banks and U.S. and international issuers in a variety of financing matters, including public offerings and private placements of debt and equity securities, and international securities offerings. Mr. Goldschmidt also counsels U.S. and international clients on an ongoing basis, including advising on corporate governance, SEC filings and disclosure issues.

Mr. Goldschmidt is very active in representing and advising real estate investment trusts (REITs) in connection with capital market transactions, including many initial public offerings and general corporate matters. He represented the underwriters in the IPO of Brixmor Property Group, the largest retail REIT IPO in 20 years and Starwood Property Trust, Inc. in the largest mortgage REIT initial public offering to date. REITs Mr. Goldschmidt has represented include American Capital Agency Corp.; Arbor Realty Trust; Care Investment Trust Inc.; JER Investors Trust Inc.; Newcastle Investment Corp.; SL Green Realty Corp.; and Quadra Realty Trust, Inc. Mr. Goldschmidt also has significant experience advising investment banks involved in the REIT capital market arena. He has advised underwriters in connection with a variety of transactions, including offerings by iStar Financial Inc.; Mack-Cali Realty Corporation; Medical Properties Trust, Inc.; Ramco-Gershenson Properties Trust; and Vornado Realty Trust. Additionally, he represented the underwriters in the initial public offerings of Cypress Sharpridge Investments, Inc.; Extended Stay America, Inc.; Invesco Mortgage Capital, Inc.; Javelin Mortgage Investment Corp.; Silver Bay Realty Trust Corp.; and ZAIS Financial Corp.

Mr. Goldschmidt also has extensive experience advising issuers and underwriters on offerings by high-technology and communications companies, including advising on offerings by Spotify Technologies SA; XM Satellite Radio Inc.; DRS Technologies, Inc.; AuthenTec, Inc.; L-1 Identity Solutions, Inc.; Saifun Semiconductors Ltd.; RRSat Global Communications Network Ltd.; and Camtek Ltd.

In addition, Mr. Goldschmidt’s practice focuses on representing issuers and investment banks in connection with private and public securities offerings by Israeli companies. Mr. Goldschmidt has represented, among others, NICE Systems Ltd.; Koor Industries, Ltd. and the underwriters in connection with offerings by 012 Smile.Communications Ltd.; Barak International; Partner Communications Company Ltd. and Israel Chemicals Limited. He also provides Israeli clients with ongoing corporate advice.
 
Mr. Goldschmidt also is involved in developing new financial products. For example, he was the lead corporate attorney involved in developing the IDS product, which is a unit representing a share of stock and high-yield debt. He also has developed alternative investment vehicles for Ellington Financial LLC and Highland Financial Partners. Additionally, Mr. Goldschmidt represents private companies in their venture capital financing rounds and joint ventures.

Mr. Goldschmidt repeatedly has been selected for inclusion in Chambers USA: America’s Leading Lawyers for Business, Chambers Global: The World’s Leading Lawyers for Business, The Legal 500 U.S., The Best Lawyers in America, IFLR1000, Who’s Who Legal and Euromoney and Legal Media Group’s Guide to the World’s Leading Banking Finance and Transactional Attorneys. Lawdragon 500 Leading Lawyers in America noted that “handling diverse offerings for REITS, Israeli companies and high-tech businesses, Goldschmidt remains hot in any economy as one of the go-to experts on navigating the IPO process.”

Mr. Goldschmidt was featured in an article on REIT IPOs in the weekly e-newsletter IPO Week in Review. He regularly speaks at conferences and seminars on a variety of corporate finance and governance-related topics, including presenting at the Practising Law Institute’s “Real Estate M&A and REIT Transactions 2009” program, Ernst & Young’s Strategic Growth Forum on “Delivering on Your Promises” (a discussion of post-IPO strategies and responsibilities), the annual meeting of the Society of Corporate Secretaries & Governance Professionals on “Enterprise Risk Management and the Board’s Role in Managing Risk” and the Oppenheimer IPO Summit on “Legal Matters and the Role of Counsel in the IPO Process.”

Education

J.D., New York University School of Law, 1987 (Member, Review of Law and Social Change)

B.A., New York University, 1984 (magna cum laude)

Bar Admissions

New York


Gil Menna is a co-chair of the firm’s REITs and Real Estate M+A Practice. Mr. Menna also participates in the firm’s Mergers & Acquisitions, Capital Markets, Public Companies, Real Estate Tax and Private Investment Funds Practices. He is a former member of Goodwin’s Management and Executive committees, and former chair of the firm’s global Real Estate Capital Markets Group.

Mr. Menna represents many of the nation’s leading publicly traded real estate operating companies in connection with their merger and acquisition, corporate finance and corporate governance matters. In addition to his extensive knowledge of the public REIT industry, he also has significant experience representing a variety of real estate investment managers in connection with their private equity capital, merger and acquisition and portfolio acquisition transactions.

For the past eight years, Mr. Menna has captained Team Goodwin in the Pan-Mass Challenge, a charity bike ride which raises money for the Dana-Farber Cancer Institute. In that time, Goodwin has raised over $670,000 for cancer research and treatment. He has also participated in the Pan-Mass Challenge charity bike ride for 20 years.

Areas of Practice

REITs and Real Estate M+A
Mergers + Acquisitions
Capital Markets
Public Companies
Real Estate Tax
Real Estate Investment Funds

Experience

Over the several years, he has assisted clients in structuring and executing REIT transactions totaling well in excess of $160 billion, with more than $120 billion in M&A transactions and $40 billion in equity and debt securities offerings.

Most recently, he has represented:

  • Monogram Residential Trust in connection with its proposed highly structured $3 billion privatization transaction with Greystar and a consortium of foreign investors
  • Underwriting syndicate in Invitation Homes’ $1.8 billion IPO, the largest U.S. IPO since October 2015 and the second largest REIT IPO ever
  • MAA (Mid-America Apartment Communities, Inc.) in its $3.9 billion acquisition with Post Properties Inc.
  • The Scion Group LLC in its $1.4 billion acquisition (in joint venture with Canada Pension Plan Investment Board and the Government of Singapore Investment Corporation) of University House Communities Group, Inc.
  • Paramount Group Inc. in connection with its $2.6 billion IPO, the largest IPO in the REIT industry ever
  • Essex Property Trust in its $15.4 billion merger with BRE Properties, creating the third-largest multifamily REIT in the country
  • MAA (Mid-America Apartment Communities, Inc.) in its $8.6 billion acquisition of Colonial Properties Trust, Inc.
  • Cole Credit Property Trust II in its $7.1 billion acquisition by Spirit Realty Capital, Inc.
  • AvalonBay Communities, Inc. in its $16 billion acquisition (in joint venture with Equity Residential) of Archstone Enterprise LP
  • CreXus Investment Corp in its $ 1 billion acquisition by Annaly Capital Management, Inc.
Professional Activities

Mr. Menna is a Board Associate member of NAREIT, and a member of the Real Estate Roundtable and the board of directors of New York University's Real Estate Institute's REIT Center.

He is an adjunct professor and lecturer in law at Columbia University, where he teaches a course on real estate M&A and restructurings.

Mr. Menna has written and lectured extensively on topics in real estate securities and mergers & acquisitions, as well as on tax law issues facing the real estate capital markets industry.

Recognition

Mr. Menna is widely recognized as one of the nation’s leading REIT attorneys and has practiced in the real estate M&A and real estate securities area for over 33 years. In 2010, during NAREIT’s 50 anniversary, he was honored with the association’s Lifetime Achievement Award for his outstanding contributions to the REIT market. He is annually recognized as a “Star Individual” in Nationwide REITs by Chambers USA: America’s Leading Lawyers for Business and was most recently named to the Legal 500’s inaugural Hall of Fame list for his work in the REIT space. He has also been selected for inclusion in the Lawdragon 500, Chambers Global: The World’s Leading Lawyers for Business, U.S. News-Best Lawyers and, as a young lawyer, was previously selected for inclusion in The American Lawyer’s “Forty-five Under 45” – a list of young lawyers “who are making their mark today and will lead the profession tomorrow.”

Credentials

Education
  • M.L.T., 1983
    Georgetown University
  • J.D., 1982
    Georgetown University Law Center
  • B.A., 1978
    Syracuse University
    (magna cum laude, Phi Beta Kappa)
Admissions

Bar
Massachusetts
California
New York

Courts
U.S. Tax Court


Joshua Ford Bonnie is a partner in Simpson Thacher’s Corporate Department. Mr. Bonnie routinely represents issuers and underwriters in public and private offerings of equity and debt securities.  Mr. Bonnie is also active in the Firm’s Public Company Advisory Practice and regularly advises a number of public companies on general corporate and securities law matters.

Mr. Bonnie has advised a significant number of companies on their initial public offerings, including:

  • Brixmor Property Group Inc. (2013) – the third largest U.S. REIT IPO in history
  • Quintiles Transnational Holdings Inc. (2013)
  • The Carlyle Group L.P. (2012)
  • Regional Management Corp. (2012)
  • FXCM Inc. (2010)
  • DynaVox Inc. (2010)
  • The Blackstone Group L.P. (2007) – the largest U.S. IPO of 2007
  • MasterCard Incorporated (2006) – the largest U.S. IPO of 2006
  • Evercore Partners Inc. (2006)
  • Alpha Natural Resources, Inc. (2005)
  • Cohen & Steers, Inc. (2004)
  • Accenture Ltd (2001) – the second largest U.S. IPO of 2001

Mr. Bonnie has also advised a number of companies on significant strategic transactions, including Blackstone on its sale of $3 billion of non-voting common units to a sovereign wealth fund established by the People’s Republic of China and The Carlyle Group on the 2007 and 2010 investments in that firm by Mubadala Development Company, the Abu Dhabi-based strategic development and investment company.  Mr. Bonnie also counseled Ingersoll Rand on its 2009 reorganization incorporating its parent company in Ireland.

Mr. Bonnie has also represented major investment banking firms, including BofA Merrill Lynch, Citigroup, Goldman Sachs, J.P. Morgan and Morgan Stanley.

Mr. Bonnie was featured in the American Lawyer’s “Dealmakers of the Year” in 2008, is recognized in Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business and The Legal 500 United States as one of the leading capital markets practitioners in the United States and is endorsed by PLC Which LawyerChambers says “[a]s a young up-and-coming name, Joshua Ford Bonnie is considered one of the sector’s future stars. Numerous sources refer to his ‘tremendously knowledgeable and calm demeanor’ as well as his ‘practical sense and deep understanding of his client’s issues.’”


Karen Turk is a partner in the firm's Tax group. Ms. Turk’s practice focuses on the tax aspects of structuring commercial transactions, including real estate and venture capital transactions, mergers and acquisitions, and structures to mitigate unrelated business taxable income for tax-exempt and pension investors. Ms. Turk has extensive experience in structuring collective investment vehicles with tax-exempt, domestic and non-US investors, and she routinely advises clients in connection with the formation and operation of investment funds, public and private REITs, and complex joint ventures. Ms. Turk joined Goodwin in 1999 and serves on the firm’s Partnership Committee.

Professional Activities
Ms. Turk is a member of the Boston, American and New York State Bar Associations.

EDUCATION
J.D., New York University School of Law, 1999 (cum laude)
B.A., Wesleyan University, 1989 (with honors)

ADMISSIONS
Ms. Turk is licensed to practice in Massachusetts and New York.

 


Steve Hentschel has enjoyed a 27-year career as a real estate investment banker and has completed over $80 billion of transactions. Mr. Hentschel sold his boutique M&A advisory firm Hentschel & Company to HFF, Inc. (NYSE: HF) in March 2017 and became HFF’s Leader of M&A and Corporate Advisory. Prior to starting Hentschel & Company in May 2013, Mr. Hentschel founded the real estate investment banking group at Gleacher & Company in 2009 and built it into a practice that was the #1-ranked REIT M&A advisor by transaction value in the United States in 2012.

Mr. Hentschel previously spent 10 years at Lehman Brothers from 1996 to 2006 as a senior member of its Global Real Estate Group and 3 years at Wachovia Securities from 2006 to 2009 as head of the New York Real Estate Investment Banking office. From 1990 to 1996 Mr. Hentschel worked at Prudential Securities in CMBS and residential mortgage and asset-backed securitization businesses and also advised the Resolution Trust Corp.

As part of a diverse career in real estate Mr. Hentschel has advised on M&A, raised private capital, bookrun REIT IPOs, raised public capital, written fairness opinions and made principal investments that include the landmark take-private of Gables Residential for $3 billion that initiated the REIT go-private wave of 2005 – 2007. His sector experience includes multifamily, office, malls, retail, triple net lease, manufactured home community, single family rental, industrial, timeshare, self-storage, student housing, specialty finance and mortgage REITs.

Mr. Hentschel earned an engineering degree from Princeton University in 1989. At Princeton Mr. Hentschel was captain of the tennis team and achieved an individual NCAA ranking of #16.


Wendy Gill, CPA
Senior Vice President - Corporate Operations and Chief Accounting Officer

Education

B.S. in Accounting, University of Delaware

As Senior Vice President – Corporate Operations and Chief Accounting Officer for Columbia Property Trust, Wendy Gill provides oversight for corporate operations and financial reporting to ensure optimization and compliance for core policies and initiatives for the company. Ms. Gill oversees the day-to-day accounting functions at the portfolio and individual property levels, as well as reporting to the SEC, the Board of Directors, and other corporate governance forums for Columbia Property Trust. She also oversees the company’s Human Resources, IT, and Communications functions and serves as Treasurer and interim Principal Financial Officer.

Ms. Gill has over 17 years of experience in the accounting and finance industries. Previously, Ms. Gill served with Wells Real Estate Funds for 11 years, first as Accounting Vice President before earning a promotion in 2007 to Chief Accounting Officer. She previously served with Arthur Andersen in the firm’s Atlanta, Georgia, and Washington, D.C. offices, working with various publicly traded and privately held companies, with a focus on the real estate and hospitality services industries. Her client list included Wells Real Estate Funds, Saks Incorporated, Marriott International, Allstate Financial Corp., CSL Ventures, Homes.com, REIT Management & Research Inc., Paralyzed Veterans of America, and many others.

Ms. Gill holds the Certified Public Accountant designation from the Maryland State Board of Public Accountancy. She is a member of the Georgia Society of Certified Public Accountants.