Overview

Kelly is a partner and a member of the finance, energy and real estate group.  Her practice is focused on a broad range of real estate, tax and transactional matters.

Kelly represents clients from all perspectives in transactions involving the acquisition, financing, ownership, development and sale of apartment projects, mixed-use projects, office buildings and other commercial properties.  In particular, she has experience representing both institutional and developer clients in connection with structuring and negotiating real estate joint ventures, with an emphasis on the tax planning aspects of such transactions. 

In addition, Kelly has extensive experience advising developers, syndicators and investors in connection with low-income housing, historic and new market tax credit matters, including structuring the financing and tax aspects of transactions, negotiating partnership agreements, legislative and regulatory developments, originations, secondary market acquisitions and dispositions, end of compliance period planning and workouts.

Kelly received her LL.M. with distinction in taxation and her J.D. from Georgetown University Law Center.  She received her B.A. cum laude from Tulane University.

Career highlights include:

  • Representation of owner/developer in connection with the ongoing multi-phase redevelopment of 750-units of project-based Section 8 affordable housing on scattered sites in a single neighborhood of a major metropolitan city involving demolition of existing buildings and replacing them with new construction affordable, workforce and  and market rate multifamily housing.  Representation includes structuring the new construction transactions; negotiation of joint venture agreements with development and equity partners; negotiation with federal and state low income housing tax credit investor limited partners; due diligence; financing and review of construction and related agreements
  • Representation of for-profit and non-profit developers in connection with numerous affordable housing and mixed-use transactions in the District of Columbia.  Representation has included structuring complex transactions, including, 4%/9% transactions, projects with condominiums and complex easements, applying for and obtaining property tax abatements, negotiation of joint venture agreements among developers and tax credit equity investors, advising clients in connection with the Tenant Opportunity to Purchase Act (TOPA), negotiating local rent subsidy payment contracts, reviewing and negotiating various debt structures, including, but not limited to,  bond and tax-exempt loan documents, FHA-insured loans, Freddie Mac and Fannie Mae loans, conventional loans and Housing Production Trust Funds.  In addition, Kelly consulted on the legislation implementing the District of Columbia “state” low income housing tax credit
  • Representation of owner/developers in connection with the acquisition of general partner interests in low income housing tax credit projects nationwide, including negotiation of partnership interest purchase and sale agreements, due diligence and obtaining consents from joint venture partners, tax credit investors, state and local lenders, agency lenders, conventional lenders and HUD
  • Representation of owner/developer in the repositioning of a historic factory in Maryland as affordable workforce housing utilizing federal and state historic tax credits, federal low income housing tax credits, payments in lieu of taxes, a qualified opportunity zone investment fund, tax-exempt bond financing with a forward commitment for Freddie Mac permanent debt, conventional construction debt along with state and county soft debt
  • Representation of a tax credit investor in connection with a LIHTC workout transaction
  • Representation of for-profit and non-profit developers in connection with the development of multiple affordable and market rate housing projects in Ohio utilizing federal and state tax credits and complex financing and economic development incentives  

Honors & Recognitions

Real Estate Bisnow (D.C.), 35 Under 35: Rising Stars in Commercial Real Estate, 2013

Professional & Community Activities

American Bar Association Forum on Affordable Housing and Community Development Law - Annual Conference Co-Chair 2023 and 2024

District of Columbia Building Industry Association Leaders in Development, Founder and Chairperson, 2010-2014

Heritage Ohio, Board of Directors, 2016-2018

The Coalition for Nonprofit Housing & Economic Development

News & Insights

Publications

Services

Education

Georgetown University Law Center, LL.M. in taxation, 2010, with distinction; J.D., 2008

Tulane University, B.A., 2003, cum laude

Bar & Court Admissions

  • District of Columbia
  • Massachusetts
  • Ohio
  • Admitted to practice law only in the states listed above.
Jump to Page