Ryan M. Kelly

RYAN KELLY practices primarily in the areas of federal corporate and partnership taxation. He focuses on a broad range of capital markets transactions, as well as real estate investment trusts. He represents both issuers and underwriters in connection with corporate financing transactions and the structure, offer, and sale of various financial products, including, without limitation, public and private equity, debt, hybrid financial instruments, fixed-income, and other types of derivatives (e.g., swaps, options, and forwards). Ryan is also regularly engaged in tax matters affecting publicly traded and privately held equity and mortgage real estate investment trusts, including, without limitation, in the context of formations, acquisitions, dispositions, reorganizations, and securities offerings. In addition, Ryan advises clients on the structuring (and restructuring) and formation of alternative investment funds, including private equity funds, hedge funds, credit funds, real estate funds, and venture capital funds. He also advises investors, including sovereign wealth funds, regarding the tax aspects of the acquisition, ownership, and disposition of real estate and other investments. Furthermore, Ryan has experience with domestic and cross-border M&A, corporate restructuring transactions, and joint ventures.

Ryan served as the articles editor for the San Diego Journal of Climate and Energy Law while attending the University of San Diego School of Law. He was also a member of the transactional law team, which won the 2017 National Transactional LawMeet competition. Ryan also worked at a major technology and analytics firm where he helped build and test a predictive analytics system during law school.

Ryan has been recognized by New York Metro Super Lawyers as a “Rising Star” in Tax (2023–2025).

• The underwriters in Central Bancompany, Inc.’s US$373 million initial public offering.
• Geotab, a global leader in connected vehicle and asset management solutions, in its acquisition of the commercial operations of Verizon Connect’s telematics business in Australia, the United Kingdom, Ireland, Italy, France, Portugal, Poland, the Netherlands, and Germany.
• Aprea Therapeutics, Inc. in its US$98 million initial public offering of common stock.
• Aprea Therapeutics, Inc. in its acquisition of Atrin Pharmaceuticals Inc. via reverse merger.
• Brigade, Anchorage, and Beach Point Capital as ad hoc group of senior noteholders in a transaction support agreement and debt exchange offering for Finance of America, Inc. in which approximately US$342 million of existing senior secured notes were exchanged for new senior and exchangeable notes.
• Starwood Property Trust, Inc. (NYSE: STWD) in its US$2.2 billion acquisition of Fundamental Income Properties, LLC. (pending).
• Magna International Inc. in its US$1.525 billion acquisition of the Veoneer Active Safety business from SSW Partners.
• Whitebox Advisors and other investors in the purchase of US$81.5 million aggregate principal amount of Convertible Senior Secured Notes due 2026 and warrants to purchase approximately 26.5 million ordinary shares of Rockley Photonics Holdings Limited.
• Jefferies Finance LLC (JFIN) in its establishment of a US$1.65 billion senior secured revolving credit facility and a US$250 million subordinated term loan, issuance of US$1.0 billion senior unsecured notes, and concurrent corporate reorganization, in connection with the recently announced strategic alliance between Jefferies Financial Group, Inc., a 50% owner of JFIN, with Sumitomo Mitsui Banking Corporation to collaborate on future corporate and investment banking business opportunities.
• Magna International Inc. in its pending US$3.8 billion acquisition of Veoneer, Inc.
• EQT Partners Inc. in the merger of its portfolio company, FocusVision, with Confirmit, a portfolio company of Verdane.