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:

  • 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:
    • 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;
  • 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;
  • TPG Capital, L.P. in its acquisition of Assisted Living Concepts, Inc.;
  • Safety-Kleen, Inc. in its acquisition by Clean Harbors, Inc.; and
  • Covidien plc in the tax-free spin-off of its pharmaceuticals business, now held by Mallinckrodt plc.

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 initial public offering and Moelis & Company in its $162.5 million initial public offering, 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.



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


  • Illinois