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Real Estate M&A and REIT Transactions 2015

Author(s): Adam O. Emmerich, David W. Bonser
Practice Area: Banking, Corporate & Securities, Real Estate
Published: Jan 2015
PLI Item #: 57601
CHB Spine #: N626

David Bonser is Head of the firm's Equity and US Debt Capital Markets practice and focuses his practice on advising and representing public and private companies in a wide variety of corporate, securities, and partnership transactions.

David has advised issuers and underwriters in more than 100 public and private capital-raising transactions, including public and private equity and debt securities offerings and fund formations, with a particular emphasis on capital-raising efforts by real estate companies. His public company practice involves advice on general business issues and general securities law and reporting compliance matters, including compliance with the Sarbanes-Oxley Act, Dodd-Frank and NYSE corporate governance standards.

He also has extensive experience in public and private company merger and acquisition and joint venture transactions, serving as the primary counsel in M&A and joint venture transactions with an aggregate value in excess of US$20 billion in the last several years. He has a broad range of M&A and joint venture experience, having represented buyers, sellers (including special committees of public company targets), partners, and financial advisors.

Adam O Emmerich 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 an expert in corporate governance, in M&A, and in real estate by Who's Who Legal; as one of the 500 leading lawyers in America by Lawdragon; as one of the world's leading lawyers in the field of mergers and acquisitions in the Chambers guide to the world's leading lawyers; and as an expert both in corporate governance and in M&A by Euromoney Institutional Investor's Guides, respectively, to the World's Leading Corporate Governance Lawyers and Mergers and Acquisitions Lawyers.

Adam has represented the leaseholders of the World Trade Center in their rebuilding and insurance matters since 2001.  He is representing The Special Committee of Starwood Waypoint Residential Trust in its 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.  He represented WP Glimcher in the formation of its $1.625 billion joint venture with O'Connor Capital Partner; Washington Prime Group in its $3.4 billion acquisition of Glimcher Realty; Klépierre S.A. in connection with its $9.68 billion acquisition of Corio N.V; Sunrise Senior Living in connection with its 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; AMB Property Corporation in its $15 billion merger with ProLogis, to create a REIT with combined assets owned and under management of $46 billion; Simon Property Group in its €1.5 billion acquisition of a 28.7% equity stake in Klépierre from BNP Paribas, in its $31 billion offer for General Growth Properties' bankruptcy proceeding, in its $2.3 billion acquisition of Prime Outlets, and in its $4.5 billion bid to acquire Capital Shopping Centres Group in the UK; Tishman Speyer and Lehman Brothers' $22.2 billion acquisition of Archstone-Smith; Ventas' $2 billion acquisition of Sunrise Senior Living REIT; The Mills' $7.9 billion sale to Simon/Farallon; Innkeepers USA's sale to Apollo; Starwood and Walton Street's $39.2 billion bid with Vornado for EOP; the Morgan Stanley/Onex acquisition of Town & Country Trust; Public Storage's proposed acquisition of Shurgard; Taubman Centers' successful defence of a hostile takeover attempts by Simon Property Group; the acquisition by Hometown America of Chateau Communities; the sale of Security Capital to GE; Security Capital's acquisition of Storage USA; public offerings by Security Capital of stock in Archstone and CarrAmerica; Security Capital's merger with Security Capital European Realty; Avalon's merger with Bay; the restructuring of the Taubman UPREIT and the exchange of the GM Pension Trust's 37% interest in the Taubman OP; Security Capital's acquisitions of large stakes in Carr Realty, Storage USA, Regency Realty and related matters, including the merger of Regency Retail and Pacific Retail Trust.

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, including at MIT’s Sloan Convocation and on India’s CNBC-TV18.

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.  He was previously a member of the board of directors of the Lawyers Alliance for New York, the Visiting Committee of the University of Chicago Law School, The Ramaz School and co-chair of the Young Lawyers Division of the UJA-Federation in New York.

Adam lives in Manhattan with his wife, two daughters and son.