S. Gregory Cope
2200 Pennsylvania Avenue NW
Suite 500 West
Washington, D.C. 20037
Greg’s principal areas of practice are capital markets, securities law, mergers and acquisitions, fund and joint venture formation and corporate governance matters. He has a particular focus on representing clients in the real estate industry, including real estate investment trusts (REITs). He regularly represents public and private companies, sponsors, asset managers, investors and operators in the real estate, specialty finance and mortgage industries.
He advises companies and their sponsors in all stages of their life cycles from formation, initial private capitalization, initial public offerings, public and private equity and debt capital markets transactions, corporate governance, securities law issues and SEC reporting obligations, mergers and acquisitions and other strategic transactions, fund formations and joint ventures. Greg also regularly represents underwriters and placement agents in capital markets transactions. He also regularly advises boards of directors and special committees on strategic transactions, activist investor defense and other governance matters.
Greg also advises clients in a variety of other industries ranging from financial services to industrial to healthcare to technology.
Greg is nationally ranked by Chambers USA, Legal 500 and Best Lawyers in America© in REITs.
Experience Highlights
Preferred Apartment Communities, a REIT owner and operator of Class A multifamily properties and grocery-anchored retail assets, in its $5.8 billion acquisition by Blackstone Real Estate Income Trust, Inc.
WPT Industrial Real Estate Investment Trust in its $3.1 billion sale to Blackstone Real Estate Income Trust, Inc.
Underwriters to AGNC Investment Corp. in its multiple equity offerings and ATM programs with an approximate transactional value of $5.4 billion
Underwriters to Urban Edge Properties in its public offering of common stock and three ATM programs with a combined transactional value of $943 million
Underwriters to Healthcare Trust of America, Inc. in its multiple securities offerings, including three equity offerings with an approximate transactional value of $1.8 billion, three debt offerings with an approximate transactional value of $2.6 billion, and four ATM programs with an approximate transactional value of $2.47 billion
CYS Investments, an agency mortgage REIT, in its $1.475 billion merger with Two Harbors Investment Corp., a leading hybrid mortgage REIT
Preferred Apartment Communities in its $179 million internalization of Preferred Apartment Advisors and NMP Advisors
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
Orchid Island Capital, Inc. in its initial public offering and multiple public stock offerings with an approximate transactional value of $141 million and seven ATM programs with an approximate transactional value of $ 1.3 billion
Owens Realty Mortgage in the activism campaigns by Freestone Capital and Horde Capital Advisors
Underwriters to AGNC Investment Corp. in its multiple equity offerings and ATM programs with an approximate transactional value of $5.4 billion
Underwriters to Urban Edge Properties in its public offering of common stock and three ATM programs with a combined transactional value of $943 million
Underwriters to Healthcare Trust of America, Inc. in its multiple securities offerings, including three equity offerings with an approximate transactional value of $1.8 billion, three debt offerings with an approximate transactional value of $2.6 billion, and four ATM programs with an approximate transactional value of $2.47 billion
Orchid Island Capital, Inc. in its initial public offering and multiple public stock offerings with an approximate transactional value of $141 million and seven ATM programs with an approximate transactional value of $ 1.3 billion
Initial purchaser and placement agent in the $100 million Rule 144A offering of common stock by MPOWER Financing, a Public Benefit Corporation
WPT Industrial Real Estate Investment Trust in its two Rule 144A offerings with an approximate transactional value of $332 million
Underwriters to Wheeler Real Estate Investment Trust in its multiple securities offerings including three public offerings of Series D cumulative convertible preferred stock with an approximate transactional value of $78 million; and its two tender offers with an approximate transactional value of $18 million
Underwriters to Arlington Asset Investment Corp. in its multiple securities offerings including its $48 million public offering of Class A common stock; two public offerings of Series B and Series C preferred stock with an approximate transactional value of $51 million; two ATM programs with an approximate transactional value of $215 million; and one debt offering with a transactional value of $34 million
Financial advisor to Healthcare Trust of America, Inc. in its direct listing of common stock on the New York Stock Exchange
Financial advisor to American Finance Trust, Inc. in its direct listing of common stock on Nasdaq
REIT that owns and manages office, retail, and multifamily properties in its $190 million initial public offering of common stock
Preferred Apartment Communities, a REIT owner and operator of Class A multifamily properties and grocery-anchored retail assets, in its $5.8 billion acquisition by Blackstone Real Estate Income Trust, Inc.
WPT Industrial Real Estate Investment Trust in its $3.1 billion sale to Blackstone Real Estate Income Trust, Inc.
CYS Investments, an agency mortgage REIT, in its $1.475 billion merger with Two Harbors Investment Corp., a leading hybrid mortgage REIT
Preferred Apartment Communities in its $179 million internalization of Preferred Apartment Advisors and NMP Advisors
WPT Capital in the negotiation of programmatic joint ventures for the acquisition and development of industrial assets in gateway cities throughout the US
WPT Industrial Real Estate Investment Trust in its $370 million contribution of its U.S. distribution and logistics properties to a joint venture with the Investment Management Corporation of Ontario
WPT Industrial Real Estate Investment Trust in its $730 million acquisition of a portfolio of 26 U.S. distribution and logistics properties
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
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
- Chambers USA, REITs (Nationwide), 2021–2024
- Legal 500 U.S., Capital Markets: Equity Offerings, 2017; Real Estate: REITs, 2008, 2009, 2017–2020, 2022-2024
- The Best Lawyers in America© (BL Rankings, LLC), Mergers & Acquisitions Law (Washington), 2023 and 2024
- Atlanta Business Journal, Deals of the Year Award for Sale of Preferred Apartment Communities to Blackstone REIT, 2022
- Selected to the Virginia Rising Stars list, Super Lawyers (Thomson Reuters), 2009 and 2013
- Chairman: Real Estate Investment Trusts Committee of the American Bar Association, 2008-2010; Vice Chairman: 2007-2008
- Member: National Association of Real Estate Investment Trusts
- District of Columbia
- Maryland
- Tennessee
- Virginia
- Rankings & AwardsJune 12, 2024
- Rankings & AwardsJune 6, 2024
- InsightApril 3, 2024
V&E REIT Update
- Rankings & AwardsAugust 21, 2023
- Rankings & AwardsJune 12, 2023
- Rankings & AwardsJune 1, 2023
- InsightMay 9, 2023
V&E REIT Update
- Event RecapOctober 24, 2022
- InsightSeptember 13, 2022
V&E SEC Update
- Deals & CasesSeptember 7, 2022
- Rankings & AwardsAugust 18, 2022
- Rankings & AwardsJune 16, 2022
- Rankings & AwardsJune 1, 2022
- Deals & CasesFebruary 16, 2022
- “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)