Paul D. Tropp
Capital markets attorney Paul Tropp is a partner in Ropes & Gray’s securities & public companies group in New York. He represents issuers and underwriters in a wide range of corporate finance transactions, including initial and follow-on public offerings; transactions involving convertible, high-yield and investment-grade bonds; debt tenders and consents; private placements; and selling-shareholder deals. In addition, Paul advises independent boards of directors and financial advisors.
Paul’s practice has a particular focus on specialty finance enterprises such as special purpose acquisition companies (SPACs), business development companies (BDCs) and mortgage REITs, as well as asset managers.
Consistently recognized as a leading lawyer by sources such as Chambers USA, Chambers Global, IFLR and The Legal 500, Paul headed the New York capital markets practice of a global law firm before joining Ropes & Gray in 2018.
- Represented the lead underwriters in the $250 million IPO for DiamondPeak Holdings, a specialty purpose acquisition company.
- Represented the lead underwriters in the $152 million IPO for Bain Capital Specialty Finance, a business development company specializing in direct loans to middle-market companies.
- Represented the lead underwriters in the $400 million IPO for Gores Metropoulos, Inc., a specialty purpose acquisition company.
- Represented the lead underwriters in two follow-on offerings worth an aggregate of $1.5 billion for Annaly Capital Management, a diversified capital manager that invests in and finances residential and commercial assets.
- Represented the lead underwriters in the $125 million convertibles notes offering for Granite Point Mortgage Trust, a commercial real estate debt investor in the United States.
Notable transactions in which Paul was involved prior to joining Ropes & Gray include advising:
- The underwriters of the $690 million initial public offering of GS Acquisition Corp.
- The underwriters of a $152.1 million initial public offering by Victory Capital Holdings, Inc., the parent company of Victory Capital, an independent investment management firm with $62 billion assets under management.
- The underwriters of a $250 million initial public offering by Nebula Acquisition Corp., a SPAC seeking to complete an initial business combination in the technology sector.
- The underwriters of a $300 million initial public offering by Legacy Acquisition Corp., a SPAC seeking to complete an initial business combination in the consumer packaged goods and other consumables, consumer durables, and retail and restaurant sectors.
- The underwriters of a $175 million initial public offering by TCG BDC, Inc. (f/k/a Carlyle GMS Finance, Inc.).
- The underwriters of the $650 million initial public offering by TPG Pace Energy Holdings.
- The underwriters of a public offering of 17 million shares of 6.50% Series G fixed-to-floating rate cumulative redeemable preferred stock by Annaly Capital Management, Inc., with offering proceeds to the issuer of $411.6 million.
- The underwriters in connection with PennantPark Floating Rate Capital Ltd.’s sale of 6.292 million shares of common stock, including 292,000 shares purchased pursuant to the underwriters’ option to purchase additional shares, which resulted in net proceeds to the company of approximately $88.4 million.
- The underwriters of TPG Specialty Lending, Inc.’s SEC-registered offering of $150 million 4.500% notes due 2023. TPG Specialty Lending, Inc. is a specialty finance company that has elected to be treated as a BDC.
- The initial purchasers of Granite Point Mortgage Trust Inc.’s Rule 144A offering of $125 million 5.625% convertible senior notes due 2022. Granite Point Mortgage Trust Inc. is a Maryland corporation that focuses primarily on directly originating, investing in and managing senior floating-rate commercial mortgage loans and other debt and debtlike commercial real estate investments.
- The independent directors of the board in connection with the spinoff of Granite Point Mortgage Trust.
- Henderson Group on merger proxy and U.S. securities matters in connection with its merger with Janus Capital Group Inc.
- Quoted, “Government Shutdown Means 'Uncharted Territory' for IPOs,” The Street (January 11, 2019)
- Quoted, “14 Firms To Steer 8 IPOs Topping $3B As Busy Autumn Nears,” Law360 (September 14, 2018)