J. Gerard Cummins

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.