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  1. Professionals

Dennis Kelly

Partner

Chicago

+1 312-558-5986

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  • Overview
  • Experience
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As the supervising tax partner for four major transactional practice areas, Dennis Kelly has rendered advice and opinions on a wide variety of securitization transactions, onshore and offshore debt fund structures, and public and private REITs, as well as with respect to tax-efficient foreign investment in the U.S. loan and real estate markets.

Dennis concentrates his practice in the areas of finance, real estate, and tax-exempt organizations. As the supervising tax counsel for the Structured Finance and Project Finance Practices at Winston & Strawn, Dennis has structured and rendered advice and opinions on a wide variety of securitization transactions, CLOs and warehouse/leverage facilities, and similar offshore investment transactions. His practice includes significant experience with all other types of securitization and pass-thru structures, including real estate mortgage investment conduits (REMICs), commercial mortgage-backed securities (CMBS), mortgage real estate investment trusts (REITs), grantor trusts, partnerships, master limited partnerships, and regulated investment companies. He is also experienced with treaty-based investment structures in a variety of asset classes, including loans and loan origination. Dennis also is proficient at crafting creative tax-efficient debt restructurings.

With respect to REITs, Dennis has worked on numerous mergers, acquisitions and asset dispositions of public and private REITs, as well as supervised tax law compliance with respect to REIT and umbrella partnership real estate investment trust (UPREIT) formation and operation, and de-REITing considerations. His experience with respect to REITs also includes a wide array of initial and secondary public offerings of securities, tender offers, and other market transactions.

In the area of public finance, Dennis has served as bond counsel, underwriter's counsel, trustee's counsel, private placement agent's counsel, purchaser's counsel, and special tax counsel, in each case with respect to new money and refunding issues and public purpose and private activity bonds. He has experience with debt structures, lease arrangements, sale and leaseback arrangements, and service contracts.

Dennis has broad experience with public charities, private foundations, private operating foundations and pension funds, as well as trade groups, social welfare organizations and social clubs. His activities include establishing exempt status, compliance with political activity, unrelated business and other exempt operating rules, and handling controversies. Dennis is particularly adept at creative organizational structuring and financial modeling based upon his years of experience with both exempt organizations and financial transaction matters.

Recent Experience

NexPoint Storage Partners Closes $71.7 Million Private Offering of 8.50% Series F Cumulative Redeemable Preferred Stock
VineBrook Homes Trust Closes Internalization of Manager
NexPoint Storage Partners Acquires SAFStor
NexPoint Diversified Real Estate Trust Completes Transition to a Diversified REIT
NexPoint Advisors, HomeSource Launch SFR Initiative
NexPoint Real Estate Finance, Inc. Files US$500M Shelf Registration Statement
NexPoint Real Estate Finance Inc. US$35M Offering of 5.75% Senior Unsecured Notes Due 2026
NexPoint Real Estate Finance's US$75M Senior Notes Offering
NexPoint Real Estate Finance, Inc.'s US$60M Underwritten Public Offering
Dominion Financial Services: Mortgage-Backed Notes Series 2021-1
View All Related Matters

  • Listed, Lawdragon, 500 Leading Global Tax Lawyers, 2025
  • Listed, The Best Lawyers in America®, 2022-2025, Commercial Litigation and Criminal Defense: White-Collar
  • Listed as a “Key Lawyer” in The Legal 500 U.S. for Real Estate Investment Trusts in 2021 and U.S. Taxes: Non-Contentious in 2024

Dennis is a member of the Board of Directors and the Finance Committee of Little Company of Mary Hospital and Health Care System (Evergreen Park, Ill.).

He is the supervising tax partner for Winston & Strawn’s pro bono tax activities.

 

Capabilities

Transactions
Private Investment Funds
Tax
Project Finance
Capital Markets
Structured Finance
Fund Finance
Debt Finance
Health Care

Recent Experience

NexPoint Storage Partners Closes $71.7 Million Private Offering of 8.50% Series F Cumulative Redeemable Preferred Stock
VineBrook Homes Trust Closes Internalization of Manager
NexPoint Storage Partners Acquires SAFStor
NexPoint Diversified Real Estate Trust Completes Transition to a Diversified REIT
NexPoint Advisors, HomeSource Launch SFR Initiative
NexPoint Real Estate Finance, Inc. Files US$500M Shelf Registration Statement
NexPoint Real Estate Finance Inc. US$35M Offering of 5.75% Senior Unsecured Notes Due 2026
NexPoint Real Estate Finance's US$75M Senior Notes Offering
NexPoint Real Estate Finance, Inc.'s US$60M Underwritten Public Offering
Dominion Financial Services: Mortgage-Backed Notes Series 2021-1
View All Related Matters

Credentials

Education

Dennis received a B.B.A. from the University of Notre Dame in 1978 and a J.D., cum laude, from Loyola University Chicago School of Law in 1981.

    Admissions
    • Illinois

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    Capabilities

    Transactions
    Private Investment Funds
    Tax
    Project Finance
    Capital Markets
    Structured Finance
    Fund Finance
    Debt Finance
    Health Care
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