Practice Expertise

  • Business Tax-in development
  • International Tax
  • Asset-Backed Securitization
  • Credit Risk Transfer

Areas of Practice

  • Asset-Backed Securitization
  • Business Tax-in development
  • Credit Risk Transfer
  • International Tax
  • Mergers and Acquisitions
  • Private Investment Funds
  • Real Estate Capital Markets
  • Servicer Advance Financing and Securitization
  • Structured Finance and Securitization
  • Tax
  • View More

Profile

Kendal focuses on federal income tax issues related to equity REITs, mortgage REITs and private investment funds, including in respect of capital markets transactions, fund formations, mergers and acquisitions, joint ventures and structured finance and securitization.

Kendal represents issuers and underwriters in various aspects of federal income tax structuring of capital markets transactions, initial public offerings, mergers and acquisitions, fund formations and joint ventures, and in connection with public and private equity and debt offerings by public and private REITs, including REITs investing in mortgage-backed securities, mortgage loans, hotels, excess mortgage servicing rights, commercial office buildings, industrial and single family rental (SFR). Kendal represents private equity funds and investors in fund formation using REITs, blockers and other structures. Kendal also advises clients on roll-up transactions, tax protection agreements and FIRPTA issues.

Relevant Experience

  • Represented private equity fund in $2.5 billion take private transaction of single family rental REIT.
  • Represented acquirer in $5.2 billion hospitality REIT merger.
  • Represented real estate and credit fund platform in all aspects of tax structuring for private funds, REITs and similar investment vehicles.
  • Represented industrial cannabis REIT in merger transaction.
  • Represented issuers and underwriters in initial public offerings of equity and mortgage REITs.
  • Represented industrial REIT concerning REIT issues in $7.6 billion take private transaction.
  • Represented issuer in REIT conversion from a C corporation and issuer in REIT conversion from a publicly traded partnership.
  • Represented buyers and sellers of private REITs.
  • Represented acquirer concerning REIT issues in $900 million mortgage REIT exchange offer and merger.
  • Represented issuers and underwriters in connection with public and private equity and debt offerings by REITs, including REITs investing in mortgage-backed securities, mortgage loans, hotels, excess mortgage servicing rights, commercial office buildings and single family rental (SFR).
  • Advised clients on tax-efficient structures for foreign and tax-exempt investors to own US real property through private REITs.
  • Advised partnerships and contributors regarding partnership roll-up transactions and tax protection agreements.
  • Represented issuers and underwriters concerning tax issues in private and public mortgage-backed and asset-backed security offerings, including the representation of US government agencies and government sponsored enterprises in mortgage loan securitization transactions.
  • Represented fund manager regarding carried interest structuring.
  • Tax structuring and representation of private investment funds and joint ventures, including issues regarding real estate assets, distressed assets, fund formation, US trade or business, FIRPTA and US withholding.
  • Tax structuring and evaluation of various securitization, resecuritization, debt, and grantor trust transactions, particularly in connection with real estate assets.
  • Represented issuers and lenders concerning tax issues in financing of servicer advance receivables.
  • Represented issuers and underwriters in mortgage loan credit risk transfer securities issuances.
  • Counsel clients generally on the federal income tax aspects of restructurings and debt workouts.
  • Represented issuers in equity and debt offerings by publicly traded partnerships.
  • Advised clients regarding Section 382 issues.

Bar Admissions

  • Virginia

Education
BS, University of Virginia, with distinction, 1996

Areas of Practice

  • Asset-Backed Securitization
  • Business Tax-in development
  • Credit Risk Transfer
  • International Tax
  • Mergers and Acquisitions
  • Private Investment Funds
  • Real Estate Capital Markets
  • Servicer Advance Financing and Securitization
  • Structured Finance and Securitization
  • Tax

Professional Career

Significant Accomplishments
  • Represented issuers and underwriters concerning tax issues in private and public mortgage-backed and asset-backed security and debt offerings, including the representation of United States government agencies in mortgage loan securitization transactions.
  • Tax structuring, evaluation and representation of various securitization, resecuritization, grantor trust and fund transactions including issues regarding real estate assets, distressed assets, US trade or business and US withholding.
  • Represented issuers and lenders concerning tax issues in financing of servicer advance receivables.
  • Counsel clients generally on the federal income tax aspects of restructurings and debt workouts.
  • Represented issuers and underwriters in connection with securitized debt offerings and public and private offerings of common and preferred stock by REITs, including trust preferred offerings.
  • Represented issuers in equity and debt offerings by publicly traded partnerships.
  • Advise clients regarding Section 382 issues.
  • Represented sponsors in low-income housing tax credit and historic rehabilitation tax credit transactions, including both single property investments and multiproperty funds.


Professional Associations
  • Member, American Bar Association, Section of Taxation

Professional Activities and Experience
  • Selected for inclusion as a “Rising Star,” Tax Law, Virginia Super Lawyers Magazine, 2009, 2014-2015


Articles

  • Proposed Treasury Regulations May Recharacterize Taxable REIT Subsidiary Debt, Real Estate Finance Journal
  • Real Estate Capital Markets Newsletter – Spring 2023
  • Real Estate Capital Markets – 2022 Year in Review
  • Real Estate Capital Markets – 2023 Year in Review
  • Real Estate Capital Markets – 2021 Year in Review
  • Midstream Energy REITs: A New Structure
  • Commercial Mortgage REITs: Tax Considerations When Dealing with Distressed Mortgage Loans, Pratt’s Journal of Bankruptcy Law

Blogs

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