JERRY CUMMINS’ practice focuses on securities offerings, corporate matters and funds, with an emphasis on real estate-related transactions, primarily REITs and real estate funds. He is a co-chair of the Investment Funds group in the New York office, which spans REITs, funds, investment advisers and derivatives. He serves as a chair of the firm’s REIT industry team and regularly represents both issuers and underwriters in a variety of public and private debt and equity transactions by REITs, including initial public offerings. Jerry also works extensively on real estate and other funds. Jerry represents fund managers in fund formation (including club deals and joint venture structures) and seeding and other investments into fund managers, as well as representing institutional investors in their investments into private funds. Jerry has experience in counseling public companies regarding general corporate and securities laws matters, including acquisitions, dispositions, joint ventures, corporate governance matters, filings under the Securities Exchange Act of 1934, and stock exchange matters. He has worked extensively with equity and mortgage REITs, as well as issuers in other industries. Jerry has completed several complex real estate portfolio transactions involving the issuance of operating partnership units in UPREITs, DownREITs, and roll-ups. Jerry is rated among America’s Leading Lawyers for REITs by Chambers USA, where it was noted that he “receives widespread praise for his skill in capital markets and M&A transactions within the REITs sphere.” He is also recognized as a Leading Lawyer in The Legal 500 US for equity offerings and REITs and was named as a member of BTI Consulting’s Client Service All-Star Team. In addition, Jerry has been recognized in Who’s Who Legal: Capital Markets.

Partner
J. Gerard Cummins
Capital Markets
Investment Funds, Advisers and Derivatives
REITs
Investment Funds, Advisers and Derivatives
REITs
Experience
- Representative Matters
- Memberships and Activities
Select Recent REIT Transactions:
- Representation of the agents in the at-the-market (ATM) offering of up to US$500 million of common stock of Rithm Capital in August 2022.
- Representation of Angel Oak Mortgage, Inc., a mortgage REIT focused on “non-qualified” residential mortgage loans, in connection with its initial public offering of US$136.8 million and a concurrent private placement of US$40 million to an institutional investor;
- Representation of Simon Property Group in public offering of US$3.5 billion of senior unsecured notes in September 2019;
- Representation of PennyMac Mortgage Investment Trust in the public offering of US$172 million of common shares in August 2019;
- Representation of BofA Merrill Lynch and the other underwriters in the public offering of US$250 million of preferred stock of New Residential Investment Corp. in August 2019;
- Representation of Essential Properties Realty Trust in the public offering of US$519 million shares of common stock in July 2019;
- Representation of BofA Merrill Lynch and the other underwriters in the public offering of US$135 million of preferred stock of New Residential Investment Corp. in June 2019;
- Representation of Mizuho Securities, Credit Suisse and the other underwriters in the public offering of US$1.3 billion of senior unsecured notes of HCP, Inc. in June 2019;
- Representation of Wells Fargo and the other underwriters in the public offering of US$400 million of unsecured senior notes of American Campus Communities Operating Partnership, L.P. in June 2019;
- Representation of Home Partners of America in the formation of a joint venture investment vehicle for single family homes utilizing REIT and other structures in May 2019;
- Representation of BofA Merrill Lynch and the other underwriters in the public offering of US$1.3 billion common shares of Americold Realty Trust in March 2019;
- Representation of Morgan Stanley and the other underwriters in the public offering of US$119.4 million of shares of common stock of TPG RE Finance Trust, Inc. in March 2019;
- Representation of BofA Merrill Lynch and Goldman, Sachs in the public offering of US$1.12 billion common shares of Americold Realty Trust in March 2019;
- Representation of Essential Properties Realty Trust in the public offering of US$213.5 million of shares of common stock in March 2019;
- Representation of PennyMac Mortgage Investment Trust in the public offering of US$142.5 million of common stock in February 2019;
- Representation of Jefferies and the other underwriters in the public offering of US$280 million of shares of common stock of QTS Realty Trust, Inc. in February 2019;
- Representation of Morgan Stanley and the other underwriters in the public offering of US$653 million of common stock of New Residential Investment Corp. in February 2019;
- Representation of BofA Merrill Lynch and the other underwriters in the public offering of US$433 million of common stock of HCP, Inc. in December 2018;
- Representation of Deutsche Bank and the other underwriters in the public offering of US$275 million of convertible preferred stock of QTS Realty Trust, Inc. in June 2018;
- Representation of Essential Properties Realty Trust, Inc. in its initial public offering (IPO) of US$455 million shares of common stock in June 2018;
- Representation of Jefferies, Deutsche Bank and Morgan Stanley as underwriters in the public offering of US$275 million shares of convertible preferred stock of QTS Realty Trust, Inc. in June 2018;
- Representation of Citigroup as underwriter in the public offering of US$69 million by secondary sellers of common stock of New Residential Investment Corp. in June 2018;
- Representation of BofA Merrill Lynch and the other underwriters in the IPO of US$724.8 million of common shares of Americold Realty Trust in January 2018;
- Representation of Credit Suisse and the other underwriters in the public offering of US$443.5 million shares of common stock of New Residential Investment Corp. in January 2018;
- Representation of Starwood Property Trust in an offering under Rule 144A of US$500 million of senior notes in December 2017;
- Representation of Morgan Stanley and the other underwriters in the public offering of US$70 million of preferred shares of Seritage Growth Properties in December 2017;
- Representation of Raymond James and the other underwriters in the public offering of US$50 million of shares of preferred stock of Cedar Realty Trust, Inc. in December 2017;
- Representation of Simon Property Group, L.P. in the public offering of US$1.35 billion of Senior Notes in November 2017;
- Representation of Citigroup and the other underwriters in the public offering of US$350 million of senior notes of DDR Corp. in August 2017;
- Representation of Raymond James and the other underwriters in the public offering of US$75 million of preferred stock of Cedar Realty Trust, Inc. in August 2017;
- Representation of BofA Merrill Lynch and the other underwriters in the IPO of US$220 million of shares of common stock of TPG Real Estate Finance Trust in July 2017;
- Representation of PennyMac Mortgage Investment Trust in the public offering of US$175 million of preferred shares in June 2017;
- Representation of Simon Property Group, L.P. in the public offering of US$1.35 billion of senior notes in May 2017;
- Representation of Starwood Property Trust in the public offering of US$448 million of shares of common stock in December 2016;
- Representation of Starwood Property Trust in an offering under Rule 144A of US$700 million of senior notes in December 2016;
- Representation of Care Capital Properties in the establishment of a US$250 million at-the-market (ATM) common stock offering program in December 2016;
- Representation of Simon Property Group, L.P. in the public offering of US$1.85 billion of senior notes in November 2016;
- Representation of Ventas Realty, Limited Partnership in the public offering of US$450 million of senior notes in September 2016;
- Representation of US Bancorp, BofA Merrill Lynch and the other underwriters in the public offering of US$300 million of senior notes of Kite Realty Group in September 2016;
- Representation of Citigroup and the other underwriters in the public offering of US$280 million of shares of common stock of New Residential Investment Corp. in August 2016;
- Representation of Care Capital Properties in an offering under Rule 144A of US$500 million of senior notes in July 2016;
- Representation of Ventas, Inc. in the public offering of US$742 million of shares of common stock in July 2016;
- Representation of BofA Merrill Lynch as underwriter in the public offering of US$38.6 million of shares of common stock of Cedar Realty Trust in July 2016;
- Representation of Ventas Realty, Limited Partnership in the public offering of US$400 million of senior notes in May 2016;
- Representation of BofA Merrill Lynch and the other underwriters in the underwritten public offering of US$287.8 million of shares of common stock of QTS Realty Trust, Inc. in March 2016;
- Representation of Rouse Properties, Inc. in its US$2.8 billion acquisition by Brookfield Property Partners and Brookfield Funds in February 2016;
- Representation of BofA Merrill Lynch, KeyBanc Capital Markets and the other underwriters in the underwritten public offering of US$740 million of shares of common stock of American Campus Communities, Inc. in February 2016;
- Representation of Simon Property Group, L.P. in the underwritten public offering of US$1.35 billion of senior notes in January 2016;
- Representation of Rouse Properties, LP in the issuance of US$140 million of preferred operating partnership units to Westfield U.S. Holdings as a portion of the consideration for the acquisition of a mall in Carlsbad, California in November 2015;
- Representation of RXR Realty in the private placement of US$205 million of senior secured notes in October 2015;
- Representation of Ventas, Inc. and Ventas Realty Limited Partnership in the underwritten public offering of US$500 million of 4.125% senior notes due 2026 in July 2015;
- Representation of Garrison Investment Management in the formation and offering of Garrison Real Estate Fund III LP in July 2015;
- Representation of Starwood Property Trust in the underwritten public offering of US$250 million of common stock in April 2015;
- Representation of Citigroup Global Markets Inc. and the other underwriters in the underwritten primary and secondary public offering of US$762 million of common stock of New Residential Investment Corp. in April 2015;
- Representation of Ventas, Inc. in the establishment of a US$1 billion at-the-market (ATM) common stock offering program in March 2015;
- Representation of Jefferies LLC and the other underwriters in the underwritten primary and secondary public offering of US$325 million of Class A common stock of QTS Realty Trust, Inc., in March 2015;
- Representation of Citigroup Global Markets Inc., J.P. Morgan Securities Inc., RBS Securities Inc. and the other initial purchasers in the offering pursuant to Rule 144A of US$250 million of 3.850% senior notes due 2020 of WP Glimcher in March 2015;
- Representation of Deutsche Bank Securities and the other underwriters in the underwritten public offering of US$500 million of 3.625% notes due 2025 of DDR Corp. in January 2015;
- Representation of Starwood Property Trust in the underwritten public offering of US$375 million of 3.75% Convertible senior notes due 2017 in October 2014;
- Representation of Starwood Waypoint Residential Trust in its offering under Rule 144A of US$172.5 million in Convertible senior notes due 2017 in October 2014;
- Representation of Simon Property Group, L.P. in the establishment of its currently US$1 billion commercial paper program in September 2014;
- Representation of Citigroup Global Markets Inc., Deutsche Bank Securities Inc., RBS Securities Inc. and the other underwriters in the underwritten public offering of US$1.3 billion of senior notes of Simon Property Group, L.P. in September 2014;
- Representation of Starwood Waypoint Residential Trust in its offering under Rule 144A of US$230 million in Convertible senior notes due 2017 in July 2014;
- Representation of Citigroup Global Markets Inc, Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC as underwriters in the public offering of US$172.8 million shares of common stock of Newcastle Investment Corp. in August 2014;
- Representation of an undisclosed investor in a US$200 million commitment to a private fund structured as an UPREIT and focused on residential mortgage assets with a potential IPO exit strategy within 18 months in July 2014;
- US$1 billion spinoff of Starwood Waypoint Residential Trust from Starwood Property Trust in March 2014;
- Representation of The New Home Company Inc. (home builder) in its initial public offering of US$86 million of common stock in February 2014;
- Representation of PennyMac Mortgage Investment Trust in the establishment of a US$200 million ATM common stock offering program in February 2014;
- Representation of Rouse Properties, Inc. in the underwritten public offering of US$136.5 million offering of shares of common stock in January 2014; and
- Representation of Starwood Property Trust in its purchase of US$250 million of redeemable exchangeable preferred operating partnership units of Griffin Capital Essential Asset REIT, Inc. in November 2013.
Jerry is a member of the National Association of Real Estate Investment Trusts (NAREIT) and the SEC subcommittee of NAREIT’s Government Relations Committee.
Capabilities
SERVICES AND INDUSTRIES
News & Insights
Credentials
Admissions & Certifications
- New York
Education
- Fordham University School of Law, J.D., 1990
- Fordham University, B.S., 1987