Partner

J. Gerard Cummins

Capital Markets
Investment Funds, Advisers and Derivatives
REITs

jcummins@sidley.com

New York +1 212 839 5374

- Letter
- A4

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 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. He formerly served as a co-chair of the Investment Funds practice in the New York office, which spans REITs, funds, investment advisers and derivatives.

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 in USA – Nationwide by Chambers USA (2013–2024), in which a client praised him for having “industry expertise” (2024). Jerry is also recognized as a “Leading Lawyer” in the Legal 500 US for equity offerings and REITs, and was named a member of BTI Consulting’s Client Service All-Star Team. In addition, he has been recognized in Who’s Who Legal: Capital Markets.

Experience

Select Transactions:

BNP Paribas and the other underwriters in the public offering of US$1.0 billion of senior notes due 2034 of Simon Property Group, L.P. in September 2024.
Citigroup and the other underwriters in the public offering of US$500 million of senior notes due 2034 of Americold Realty Trust, Inc. in September 2024.
Citigroup and the other underwriters in the public offering of US$342.9 million of shares of common stock of Rithm Capital Corp. in September 2024.
Starwood Property Trust in the underwritten public offering of US$345 million of shares of common stock in September 2024.
Starwood Property Trust in the offering of US$400 million aggregate principal amount of senior notes due 2030 in September 2024.
Wells Fargo and the other underwriters in the public offering of US$350 million of senior notes due 2031 of Kite Realty Group, L.P. in August 2024.
Angel Oak Mortgage REIT in the public offering of US$50 million of “baby bond” senior notes due 2029 in July 2024.
3650 Capital (formerly 3650 REIT) in the formation and closing of a multimember fund in July 2024.
3650 Capital (formerly 3650 REIT) in the establishment of a “fund of one” and related joint venture with a sovereign wealth fund in July 2024.
PennyMac Mortgage Investment Trust in the private placement under Rule 144 of US$200 million aggregate principal amount of exchangeable senior notes in May 2024.
Starwood Property Trust in an offering under Rule 144A of US$600 million of senior notes in March 2024.
The Solicitation Agents in the consent solicitation and offer to guarantee by Healthpeak Properties of US$1.25 billion of senior notes of Physicians Realty in March 2024.
Bank of America Securities and the other underwriters in the underwritten public offering of US$400 million aggregate principal amount of senior notes of Kilroy Realty, L.P. in January 2024.
Bank of America Securities and the other underwriters in the underwritten public offering of US$1.0 billion of senior notes of Simon Property Group in November 2023.
The Agents and their respective affiliates in connection with Americold Realty Trust, Inc.’s US$900 million “at-the-market” offering of common stock, which included a forward sales component in November 2023.
PennyMac Mortgage Investment Trust in an underwritten public offering of “baby bonds” in September 2023.
3650 REIT in the formation of a “fund of one” SMA for an institutional investor in August 2023.
Starwood Property Trust in an offering of US$350 million of convertible senior notes in June 2023.
Man Global Private markets (U.S.A.) in a real estate joint venture with an institutional investor in June 2023.
Wells Fargo Securities and the other underwriters in the public offing of US$350 million of senior notes of Healthpeak Properties in May 2023.
Starwood Property Trust, Inc. in an at-the-market (ATM) offering of up to US$500 million of common stock in May 2023.
Wells Fargo Securities and the other underwriters in the public offering of US$400 million of senior notes of Healthpeak Properties, Inc. in January 2023.
3650 REIT in a platform investment by an institutional investor in January 2023.
LaSalle Debt Investors in the formation of a commercial mortgage fund in September 2022.
BofA Securities and the other agents in the ATM offering of up to US$500 million of common stock of Healthpeak Properties, Inc. in August 2022.
Starwood Property Trust in an offering of US$500 million of senior notes in January 2022.
3650 REIT in the formation of a private “club deal” commercial mortgage REIT in December 2021.
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 in June 2021.
3650 REIT in the formation of a private “club deal” commercial mortgage REIT in December 2020.
Simon Property Group in public offering of US$3.5 billion of senior unsecured notes in September 2019.
PennyMac Mortgage Investment Trust in the public offering of US$172 million of common shares in August 2019.
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.
Essential Properties Realty Trust in the public offering of US$519 million shares of common stock in July 2019.
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.
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.
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.
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.
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.
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.
BofA Merrill Lynch and Goldman, Sachs in the public offering of US$1.12 billion common shares of Americold Realty Trust in March 2019.
Essential Properties Realty Trust in the public offering of US$213.5 million of shares of common stock in March 2019.
PennyMac Mortgage Investment Trust in the public offering of US$142.5 million of common stock in February 2019.
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.
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.
BofA Merrill Lynch and the other underwriters in the public offering of US$433 million of common stock of HCP, Inc. in December 2018.
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.
Essential Properties Realty Trust, Inc. in its initial public offering (IPO) of US$455 million shares of common stock in June 2018.
Morgan Stanley, Jefferies, and Deutsche Bank as underwriters in the public offering of US$275 million shares of convertible preferred stock of QTS Realty Trust, Inc. in June 2018.
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.
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.
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.
Starwood Property Trust in an offering under Rule 144A of US$500 million of senior notes in December 2017.
Morgan Stanley and the other underwriters in the public offering of US$70 million of preferred shares of Seritage Growth Properties in December 2017.
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.
Simon Property Group, L.P. in the public offering of US$1.35 billion of senior notes in November 2017.
Citigroup and the other underwriters in the public offering of US$350 million of senior notes of DDR Corp. in August 2017.
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.
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.
PennyMac Mortgage Investment Trust in the public offering of US$175 million of preferred shares in June 2017.
Simon Property Group, L.P. in the public offering of US$1.35 billion of senior notes in May 2017.
Starwood Property Trust in the public offering of US$448 million of shares of common stock in December 2016.
Starwood Property Trust in an offering under Rule 144A of US$700 million of senior notes in December 2016.
Care Capital Properties in the establishment of a US$250 million ATM common stock offering program in December 2016.
Simon Property Group, L.P. in the public offering of US$1.85 billion of senior notes in November 2016.
Ventas Realty, Limited Partnership in the public offering of US$450 million of senior notes in September 2016.
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.
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.
Care Capital Properties in an offering under Rule 144A of US$500 million of senior notes in July 2016.
Ventas, Inc. in the public offering of US$742 million of shares of common stock in July 2016.
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.
Ventas Realty, Limited Partnership in the public offering of US$400 million of senior notes in May 2016.
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.
Rouse Properties, Inc. in its US$2.8 billion acquisition by Brookfield Property Partners and Brookfield Funds in February 2016.
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.
Simon Property Group, L.P. in the underwritten public offering of US$1.35 billion of senior notes in January 2016.
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.
RXR Realty in the private placement of US$205 million of senior secured notes in October 2015.
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.
Garrison Investment Management in the formation and offering of Garrison Real Estate Fund III LP in July 2015.
Starwood Property Trust in the underwritten public offering of US$250 million of common stock in April 2015.
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.
Ventas, Inc. in the establishment of a US$1 billion ATM common stock offering program in March 2015.
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.
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.
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.
Starwood Property Trust in the underwritten public offering of US$375 million of 3.75% Convertible senior notes due 2017 in October 2014.
Starwood Waypoint Residential Trust in its offering under Rule 144A of US$172.5 million in Convertible senior notes due 2017 in October 2014.
Simon Property Group, L.P. in the establishment of its currently US$1 billion commercial paper program in September 2014.
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.
Starwood Waypoint Residential Trust in its offering under Rule 144A of US$230 million in Convertible senior notes due 2017 in July 2014.
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.
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.
The New Home Company Inc. (home builder) in its initial public offering of US$86 million of common stock in February 2014.
PennyMac Mortgage Investment Trust in the establishment of a US$200 million ATM common stock offering program in February 2014.
Rouse Properties, Inc. in the underwritten public offering of US$136.5 million offering of shares of common stock in January 2014.
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 actively involved in Sidley’s Pro Bono work seeking Combat-Related Special Compensation for military veterans in cases referred by the National Veterans Legal Services Program.

Member, National Association of Real Estate Investment Trusts (NAREIT)
Member, NAREIT’s SEC Subcommittee of the Government Relations Committee

Credentials

Admissions & Certifications

New York

Education

Fordham University School of Law, J.D., 1990
Fordham University, B.S., 1987