Overview
Kerry Johnson is a partner in the Securities and Capital Markets practice of Paul Hastings and is based in the firm’s Chicago office. She concentrates on capital markets and securities offerings, mergers and acquisitions, corporate governance, and general corporate law, primarily in the real estate industry and particularly regarding public real estate investment trusts (REITs).
A significant portion of Kerry’s practice includes representation of public REITs, and their underwriters, in initial public offerings (IPOs) and other public and private offerings of equity and debt securities. Kerry also has experience in negotiated and contested REIT M&A transactions and related corporate governance and stockholder activism matters, serving as counsel for buyers, sellers, and special committees of public REIT boards.
Kerry regularly advises public companies and boards on corporate governance, Securities Act and Exchange Act disclosure and compliance matters, NYSE and Nasdaq listing requirements, and capital raising, investment, and other strategic transactions.
Recognitions
- Chambers USA, REITs – Nationwide (2019-2024)
- The Legal 500 U.S., REITs (2016-2024)
- Crain’s Chicago Business, Notable Women in Law (2020)
- The Legal 500 U.S., Capital Markets Equity Offerings – Advice to Managers (2017)
- New York Law Journal, Rising Star (2017)
Education
- Wake Forest University, J.D. 2005
- University of Pennsylvania, B.A. 2002
Representations
Mergers and Acquisitions
- STORE Capital (NYSE: STOR) in its $14 billion pending cash merger with affiliates of GIC and Oak Street Real Estate Capital, a division of Blue Owl Capital Inc. (NYSE: OWL).
- Resource REIT, Inc. in its $3.7 billion cash merger with Blackstone Real Estate Income Trust, Inc.
- Conflicts Committee of the Board of Directors of Cottonwood Communities, Inc. in its $90 million stock merger with Cottonwood Multifamily Opportunity Fund, Inc.
- AXA Investment Managers in its $1.2 billion acquisition of NorthStar Realty Europe Corp. (NYSE: NRE).
- LaSalle Hotel Properties (NYSE: LHO) in its $5.2 billion cash/stock merger with Pebblebrook Hotel Trust (NYSE: PEB).
- Hatteras Financial Corp. (NYSE: HTS) in its $1.5 billion cash/stock merger with Annaly Capital Management, Inc. (NYSE: NLY).
Capital Markets
- Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC, Wells Fargo, LLC, and BofA Securities, Inc., as the joint book-running managers in the $288 million IPO of FrontView REIT, Inc. (NYSE: FVR).
- Highwoods Properties, Inc. (NYSE: HIW) in public offerings of equity and debt securities with an aggregate value of more than $4.3 billion.
- STAG Industrial, Inc. (NYSE: STAG) in its roll-up IPO and follow-on public offerings of common and preferred equity securities with an aggregate value of more than $5 billion (including forward sale transactions).
- STORE Capital (NYSE: STOR) in its $377 million private placement of common stock to an affiliate of Berkshire Hathaway and numerous follow-on public offerings of equity and debt securities with an aggregate value of approximately $5.5 billion.
- SmartRent, Inc. (NYSE: SMRT) in its $2.2 billion IPO via a de-SPAC reverse merger with Fifth Wall Acquisition Corp. I (Nasdaq: FWAA).
- Equity Residential (NYSE: EQR) in its $500 million public offering of debt securities (issued as “green” bonds) and “at-the-market” common equity offering of up to 13,000,000 shares (including a forward sale component).
- Getty Realty Corp. (NYSE: GTY) in its $115 million public offering of common stock (on a forward basis) and $350 million “at-the-market” common stock offering.
- Ashford Hospitality Trust Inc. (NYSE: AHT) in its public offering of up to $700 million shares of non-traded preferred stock.
- Braemar Hotels & Resorts Inc. (NYSE: BHR) in its public offering of up to $700 million shares of non-traded preferred stock.
- LaSalle Hotel Properties (NYSE: LHO) in public offerings of common and preferred equity securities with an aggregate value of more than $2 billion.
- Hatteras Financial Corp. (NYSE: HTS) in its Rule 144A private offerings, IPO, and follow-on public offerings of common and preferred equity securities with an aggregate value of more than $2.5 billion.
- Various underwriters in public offerings of common and preferred equity securities by Ashford Hospitality Trust, Inc. (NYSE: AHT) with an aggregate value of more than $2.3 billion.
- Various underwriters in the IPO and follow-on public offerings of common and preferred equity securities by Braemar Hotels & Resorts, Inc. (NYSE: BHR) with an aggregate value of more than $350 million.
- Various underwriters in the IPO, 144A convertible debt offering, and numerous public and private offerings of equity and debt securities by Innovative Industrial Properties, Inc. (NYSE: IIPR) with an aggregate value of more than $2.5 billion.
- Various sales agents in the $200 million "at-the-market" common stock offering by LTC Properties, Inc. (NYSE: LTC).
- Various underwriters in public and private offerings of equity and debt securities by Equity One, Inc. (NYSE: EQY) with an aggregate value of more than $1.5 billion (including secondary offerings by selling stockholders).
Matters may have been handled prior to joining Paul Hastings.
Engagement & Publications
- Panelist, “SEC Legal Updates,” Nareit REITwise: 2024 Law, Accounting & Finance Conference, March 2024
- Panelist, “Investor Perspectives: REITs and Capital Markets,” Nareit REITworld: 2023 Annual Conference, November 2023
Involvement
- Member: National Association of Real Estate Investment Trusts (Nareit)