Roadmap for a REIT IPO or conversion: Your guide to going public or converting to a REIT

Navigating the complexities of Initial Public Offerings (IPOs), REIT conversions, and raising new non-traded property/credit products can be daunting for traditional and nontraditional real estate companies alike. This guide is designed to assist you in addressing the key matters involved in these processes, including:

• Process and timeline of an IPO or REIT conversion: Understand the step-by-step procedures and expected timelines.
• Preparation of the registration statement: Learn what information is required and how to compile it.
• Tax planning, structuring and ongoing compliance: Navigate tax implications and compliance requirements, including the impacts of recent tax reforms.
• Corporate governance in the public market: Explore best practices for maintaining robust corporate governance.
• Accounting and internal controls considerations: Ensure your financials and internal controls meet public market standards.

This publication presents some of the information you will need when contemplating whether to go public, to pursue a conversion into a REIT, or launch a new public REIT. The purpose of the guide is to assist you in making an informed decision by addressing such factors as the advantages and disadvantages of going public or converting into a REIT, an estimate of the costs, timing, and challenges that you may encounter, as well as possible alternatives. It outlines the “process” of going public or converting into a REIT, discusses the registration and ongoing reporting requirements of a public REIT, and provides an overview of the securities markets in general as well as issues unique to the real estate industry. This guide also summarizes significant accounting, compensation, and tax-related considerations of going public or converting into a REIT. While written in the context of an IPO/Conversion, many of these concepts and issues also apply to asset managers raising new non-traded property/credit products.

Some key and recent market events are summarized as follows, and the full report is available for download via the link below.

Recent market events:

• Publicly traded REITs adjusting to new market characteristics with increased interest rate environment and changing post-pandemic demographics (e.g., work from home impacts on office REITs)
• Potential increased Spin-offs and M&A on the horizon?
• Continued expansion of what types of “property” qualifies for REITs
• Non-traded property REITs continue to raise money (albeit at a slower rate net of redemptions) as new asset managers enter the market
• Non-traded credit REITs entering the market as many asset managers look to capitalize on the refinancing wave due to significant commercial mortgage maturities in the 2025-2028 window