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Cullen, Dan

Daniel F. Cullen

Partner
Baker & McKenzie LLP

Biography

Daniel Cullen has over 25 years of experience in tax planning for structured real estate transactions, fund formation, and securities law matters. Recognized as a leading professional in the taxation of real estate funds, REITs, and related structures, Mr. Cullen has been acknowledged by Chambers USA for his contributions as REIT counsel. He serves as an adjunct professor at Northwestern University School of Law, teaching Taxation of Structured Real Estate Transactions. Additionally, Mr. Cullen has been a REIT columnist for the Journal of Passthrough Entities and has received industry recognition for his work on Section 1031 like-kind exchange matters. He is co-chair of the Firm's Private Capital tax practice and previously served as a member of the Firm's North America Tax Practice Group Management Committee.

Practice Focus

Mr. Cullen has experience in all aspects of structuring inbound and outbound real estate projects, including: REIT transactions (UPREIT, Down-REIT, internalization and REIT-DST private offerings), real estate investment funds, leveraged partnerships, joint ventures, QOZ funds and Section 1031 structures such as tenancy-in-common arrangements and Delaware Statutory Trust (DST) offerings. In addition, he handles tax matters related to lease financings of real estate, cell towers and other equipment, synthetic lease structures and the related tax aspects of derivatives and financial products.

Representative Legal Matters

  • Counsel to Brookfield Real Estate Income Trust Inc. in connection with DST equity private placement, coupled with UPREIT call option component.
  • Counsel to Starwood Real Estate Income Trust, Inc. in connection with DST equity private placement, coupled with UPREIT call option component.
  • Counsel to Apollo Global Management in connection with DST equity private placement.
  • Counsel to Blue Owl Real Estate Net Lease Trust in connection with DST equity private placement, coupled with UPREIT call option component.
  • Counsel to Invesco Real Estate Income Trust in connection with DST equity private placement, coupled with UPREIT call option component.
  • Counsel to LaSalle Investment Management / JLL Income Property Trust in connection with DST equity private placement, coupled with UPREIT call option component.
  • Counsel to Griffin Capital in connection with tax-deferred sale of wealth distribution and asset management businesses to Apollo (NYSE: APO). 
  • Counsel to foreign state / sovereign wealth funds in connection with USD 1 billion investment in BDC managed by Morgan Stanley.
  • Special tax counsel to Griffin Capital in connection with REIT self-administration and merger transactions between Griffin-American Healthcare REIT III, Griffin-American Healthcare REIT IV and their respective external advisors in connection with the formation of American Healthcare REIT, a USD 4.2 billion REIT. 
  • Special tax counsel to Griffin Capital Essential Asset REIT, Inc. in connection with USD 1.2 billion stock-for-stock acquisition of Cole Office & Industrial REIT (CCIT II), Inc.
  • Counsel to Resource Real Estate, LLC and C-III Capital Partners, LLC in connection with REIT self-administration and merger transactions to create a USD 3 billion REIT.
  • Special tax counsel to Unity (Nasdaq: UNIT), a publicly traded REIT, in a tax-free spinoff of select telecommunications network assets from Windstream Holdings Inc. (Nasdaq: WIN) and subsequent REIT tax opinion and related lease transaction matters.
  • Special tax counsel to NexPoint Hospitality Trust / Highland Capital in connection with structuring and tax opinion for public REIT listing on TSX Venture Exchange.
  • Special tax counsel to AT&T Inc. (NYSE: T) in pre-paid master lease transaction of 9,100 cell towers to public REIT operator, Crown Castle International Corp., for USD 4.85 billion.
  • Special tax counsel to Griffin Capital, as external advisor, in connection with Northstar Realty Finance Corp.’s acquisition of Griffin-America Healthcare REIT II, Inc. for approximately USD 4 billion in cash and stock.
  • Counsel to Griffin Capital in connection with REIT self-administration and merger transactions with Griffin Capital Essential Asset REIT, Inc.
  • Counsel to Griffin Capital in connection with DST equity private placement and CMBS debt financing for commercial real estate, coupled with UPREIT call option component and PILOT structure for local property tax purposes.
  • Counsel to major Boston real estate fund in connection with private REIT-blocker structure.
  • Counsel to major Chicago private capital company in connection with numerous DST structures and offerings.
  • Counsel to Griffin Capital Qualified Opportunity Zone Fund, L.P, in connection with fund formation, private placement offering and related tax opinions, finance matters and each of the Fund's project joint ventures.

Professional Honors

  • Chambers USA, Recognized Practitioner in REITs (2021, 2022, 2023, 2024, and 2025)
  • Legal 500, Real Estate Investment Trusts (REITs), (2020, 2021 and 2022)
  • Listed, Top 25 OZ Influencer and Counsel, Opportunity Zone Magazine, 2020
  • Listed, Opportunity Zones Power 100 List, 2019
  • Outstanding Service Award, Institute for Portfolio Alternatives (IPA), for REIT and section 1031 tax reform efforts, 2018
  • Best Panel Award, An In-Depth Look at DSTs and UPREITs at the 2013 ADISA Annual Conference

Professional Associations and Memberships

  • Real Estate Roundtable, President's Council
  • Alternative & Direct Investment Securities Association (ADISA) - Past Vice-Chair, Legislative & Regulatory Committee
  • American Bar Association - Member, Section on Taxation and Real Estate
  • Chicago Bar Association - Past Chairman, Federal Tax Committee Partnerships and Pass-through Entities Division
  • National Association of Real Estate Investment Trusts (NAREIT) - Member
  • Institute for Portfolio Alternatives (IPA) - Board of Directors, and Co-Chair of Policy, Regulatory and Legal Affairs Committee

Admissions

  • New York~United States (2013)
  • U.S. Court of Federal Claims~United States (2000)
  • U.S. Tax Court~United States (2000)
  • Illinois~United States (2000)
  • U.S. Court of International Trade~United States (2000)
  • Ohio~United States (1998)

Education

  • New York University School of Law (LL.M. Taxation) (1998)
  • American University Washington College of Law (J.D., cum laude) (1997)
  • Binghamton University - State University of New York (B.A., magna cum laude) (1994)

Languages

  • English

Publications & Presentations

Publications

Co-author, Taxation of Securities Transactions, Mathew Bender (legal treatise covering a comprehensive explanation of income taxation of securities, including REITs) 

Co-author, "The 'State of the Art' in Like-kind Exchanges - 2023," Journal of Taxation, January 2024

Co-author, "Externally Advised REITs Take Notice: IRS Ruling Sanctions Overlap Between Eligible Independent Contractors and Hospitality REIT Managers," Real Estate Taxation (publication pending, 2020)

Co-author, "ROFO Payment is Held as REIT Qualifying Income," Journal of Passthrough Entities, January-February 2019

Co-author, "UPREITs: Vertical Slice Guaranty Agreements," Journal of Passthrough Entities, September-October 2017

Co-author, "The ABCs of DSTs Revisited – Rev. Rul. 2004-86 at Ten Years," Real Estate Taxation, 2nd Quarter 2015

Baker & McKenzie LLP is a Limited Liability Partnership organized under the laws of the State of Illinois (USA) and is a member of Baker & McKenzie International, a Verein organized under the laws of Switzerland.