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S. Gregory Cope
S. Gregory Cope
Partner — Capital Markets and Mergers & Acquisitions
Partner — Capital Markets and Mergers & Acquisitions

S. Gregory Cope

S. Gregory Cope
Washington

2200 Pennsylvania Avenue NW
Suite 500 West
Washington, DC 20037

S. Gregory Cope

Greg’s principal areas of practice are capital markets, securities law, and mergers and acquisitions. He has a particular focus on representing real estate investment trusts (REITs). He advises REITs in all stages of their life cycles: initial capitalization and formation, debt and equity offerings, corporate governance, securities law issues and reporting obligations, mergers and acquisitions, joint ventures and activist investor defense. He also represents underwriters in public and private offerings.

In addition to REITs, he has advised clients in a number of different industries, including specialty finance, financial services companies industrial and healthcare companies.

Experience Highlights

  • The Special Committee of the Board of Directors of Owens Realty Mortgage, a specialty finance REIT, in its $200 million merger with Ready Capital Corporation, a real estate finance company

  • Financial advisor to American Finance Trust, Inc. in its initial passive listing of common stock 

  • CYS Investments, an agency mortgage REIT, in its merger with Two Harbors Investment Corp., a leading hybrid mortgage REIT

  • Underwriters to Healthcare Trust of America, Inc. in its $900 million offering of senior notes

  • Owens Realty Mortgage in the activism campaign by Freestone Capital

  • CYS Investments, Inc. in its $172 million ATM program 

  • Underwriters to Urban Edge Properties in its $194 million public offering of common stock 

  • Orchid Island Capital, Inc. in its $125 million ATM program

  • Underwriters to Healthcare Trust of America, Inc. in its $1.5 billion public offering of common stock 

  • Underwriters to Wheeler Real Estate Investment Trust in its $40 million public offering of Series D cumulative convertible preferred stock

  • Underwriters to Healthcare Trust of America, Inc. in its $126 million public offering of common stock

  • Underwriters to Urban Edge Properties in its $250 million ATM program 

  • Underwriters to Healthcare Trust of America, Inc. in its $350 million investment grade offering of senior notes 

  • Underwriters to Healthcare Trust of America, Inc. in its $173 million public offering of common stock

  • Underwriters to Healthcare Trust of America, Inc. in its $300 million ATM offering program

  • REIT that owns and manages office, retail, and multifamily properties in its $190 million initial public offering of common stock

  • Mortgage REIT in its $100 million at-the-market offering program

  • Dealer/Manager to a public, non-traded REIT that owned and operated medical office properties in its passive listing on the NYSE and concurrent tender offer

  • Placement agent to Wheeler Real Estate Investment Trust in its $90 million private offering of preferred stock and subsequent exchange offer 

  • Leading diversified global investment management firm in the acquisition of $100 million of specialty finance assets

  • Mortgage REIT in the acquisition of a mortgage servicer

  • Internalization transactions for a NYSE listed mortgage REIT and multiple external managers for public non-traded REITs

Credentials

  • University of Tennessee College of Law, J.D. cum laude, 1998 (Tennessee Law Review)
  • Vanderbilt University, B.E., Civil and Environmental Engineering magna cum laude, 1995
  • Legal 500 U.S., Capital Markets: Equity Offerings, 2017; Real Estate: REITs, 2008, 2009, 2017-2020
  • Selected to the Virginia Rising Stars list, Super Lawyers (Thomson Reuters), 2009 and 2013
  • Selected as a Decision Maker, Richmond Times-Dispatch (BH Media Group, Inc.), September 2008
  • Chairman: Real Estate Investment Trusts Committee of the American Bar Association, 2008-2010; Vice Chairman: 2007-2008
  • Member: American Bar Association
  • Member: National Association of Real Estate Investment Trusts
  • Tennessee
  • Virginia
  • District of Columbia
  • “Qualified Opportunity Funds, Real Estate, and REITs,” REIT Series, V&E New York Office, February 20, 2019 (speaker)
  • “SPACs: An Alternative to the Traditional IPO for REITs and Other Real Estate Companies,” V&E New York Office, October 30, 2019 (presenter)
  • “REIT Internalization Transactions,” REIT Series, V&E New York Office, October 30, 2018 (panelist)
  • “Advising the Board on Crisis Management,” CRE.Converge 2018, October 17, 2018 (panelist)
  • “TCJA Impacts on REITs and REIT Transaction Structures,” V&E New York Office, February 15, 2018 (speaker)
  • “IRS Issues Guidance on Elective Cash Stock Dividends by REITs,” V&E REIT Update E-communication, August 16, 2017 (co-author)
  • “D.C. region has dramatically grown its number of REITs — but that could change,” Washington Business Journal, June 8, 2017 (quoted)
  • “Vinson & Elkins Scores REIT Team From Hunton & Williams,” Law360, April 5, 2016 (mentioned)
  • A Closer Look At The Proxy Case Everyone’s Talking About,” Law360, May 27, 2016 (quoted)
  • “Compliance Matters For Equity REITS Using Derivatives,” Real Estate Finance Journal, Fall 2013 (co-authored)
  • “Best Efforts Offerings: Nuts & Bolts,”  Webinar, January 28, 2016 (speaker)
  • “Structuring Real Estate Investment Trusts,” National Business Institute Teleconference, October 30, 2013 (speaker)
  • “The Anatomy of a Listing for Non-Traded REITs,” Information Management Network Non-Traded REIT Industry Symposium, June 21, 2012 (moderator)
  • “A Post-Stimulus Bill (ARRA 2009), TARP, ESSA and Post-Election Update on Regulatory and Tax Initiatives Impacting Real Estate,” American Bar Association Hot Topics Call, March 25, 2009 (speaker)
  • “REITs – Investments in a Post Sub-Prime Market,” 19th Annual Spring Symposia, American Bar Association Section of Real Property, Trust and Estate Law, May 1, 2008 (speaker)