Sarah Beth Rizzo advises clients on a wide range of federal income tax planning matters, including REIT transactions, mergers, acquisitions and dispositions, reorganizations, partnership transactions, private and public securities offerings, financings, private equity transactions and foreign investments in the U.S.


Ms. Rizzo has represented clients in various tax-free and taxable acquisitions, dispositions, financings, spin-offs and restructurings, including:

  • Apartment Investment and Management Company (an UPREIT) in its $10.4 billion spin-off of Apartment Income REIT;
  • Cardinal Health, Inc. in the $1 billion sale of its Cordis business to Hellman & Friedman, LLC; 
  • Perella Weinberg Partners in a variety of matters for its asset management and advisory business, including its $975 million de-SPAC transaction with FinTech Acquisition Corp. IV. using an “Up-C” structure;
  • Suntex Marina Investors LLC in its recapitalization and REIT structuring;
  • OUTFRONT Media Inc. as special REIT tax counsel in its $400 million convertible preferred equity investment by affiliates of Providence Equity Partners and Ares Management Corporation;
  • SBA Communications Corporation in its REIT conversion;
  • Alexander & Baldwin, Inc. in its REIT conversion;
  • Healthpeak Properties, Inc. (formerly HCP, Inc.) in a variety of matters, including:
    • a $790 million senior housing joint venture in which Healthpeak sold a 46.5% stake in a senior housing operating portfolio consisting of 19 properties to a sovereign wealth fund; 
    • its spin-off of the stock of Quality Care Properties, Inc.; and
    • two joint venture transactions with Brookdale Senior Living, Inc;
  • Darden Restaurants, Inc. in the tax-free spin-off of a portion of its real estate assets into a separate, publicly traded REIT;
  • Pinnacle Entertainment Inc. in the unsolicited, but subsequently agreed upon, acquisition of substantially all of its real estate by Gaming and Leisure Properties, Inc.;
  • Life Time Fitness, Inc. in its exploration of a REIT separation transaction, and its subsequent $4 billion acquisition by affiliates of private equity firms Leonard Green & Partners, L.P. and TPG Capital, L.P.;
  • Genesis HealthCare, LLC (now Genesis Healthcare Inc.) in its combination with Skilled Healthcare Group, Inc. using an "Up-C" structure;
  • Ladder Capital Corp in its REIT conversion; and
  • Windstream Holdings, Inc. in its tax-free spin-off of select telecommunications network assets into Communications Sales and Leasing, Inc., an independent publicly traded REIT.

She has worked with numerous REIT clients in transactional and operational planning, including Alexandria Real Estate Equities, Inc., Healthpeak Properties, Inc., The GEO Group, Inc., Ladder Capital Corp and Western Asset Mortgage Capital Corporation.

In addition to acquisition and other transactional work, Ms. Rizzo represents U.S. and international corporations and investment banks in connection with public offerings of debt, equity, and other financial instruments. For example, she advised SmileDirectClub, Inc. in its $1.3 billion IPO and Moelis & Company in its $162.5 million IPO, both using “Up-C” structures.

Ms. Rizzo also has experience in assisting several clients in obtaining private letter rulings from the IRS, and in representing clients on matters relating to audits and tax controversy before the IRS. She has repeatedly been recognized by Chambers USA and was named one of Crain’s Chicago Business’ 2021 Notable Rising Stars in Law.



  • J.D., Harvard Law School, 2011
  • B.S., Washington University in St. Louis, 2006


  • Illinois