Thomas O. Kelly, III

Thomas O. Kelly, III




Tom is a partner in and co-chair of Dorsey’s Finance and Restructuring Practice Group. His practice focuses on representing creditors in bankruptcy and out-of-court restructurings and representing providers of mortgage warehouse finance facilities. Prior to his return to law practice in 2008, Tom was the Senior Credit Officer for Default Management for GMAC-RFC’s warehouse lending and correspondent loan purchase businesses. Tom also has extensive experience in all forms of commercial finance, including leveraged acquisitions, asset-based financings, syndicated lending facilities, subordination agreements, purchases and sales of financial assets, and other credit-related transactions.

Education & Admissions

University of Chicago Law School (J.D., 1983), cum laude

Union College (B.A. History, 1980), summa cum laude


  • Minnesota


  • U.S. Court of Appeals for the Third Circuit, Judge Edward R. Becker


Representative Work

  • Represented SUPERVALU INC. in restructuring $2.5 billion bank credit facilities.
  • Represents Lighthouse Management, as general receiver, in connection with a receivership sale of a biomass power plant in Benson, MN.
  • Represents Portigon AG, f/k/a West LB, in defending a Ponzi scheme claw-back action in the Petters bankruptcy case.
  • Represented U.S. Bank National Association in connection with the collapse of Denny Hecker’s auto dealership network, including Hecker’s personal bankruptcy and the bankruptcy of Advantage Rent-a-Car.
  • Represented U.S. Bank in the successful out-of-court liquidation of Opus Northwest, a major real estate owner and developer.
  • Represented U.S. Bank in the liquidation of various mortgage warehouse and servicing customers in the aftermath of the 2008 financial crisis.
  • Represented U.S. Bank in the bankruptcy of The Dolan Company.
  • Represents various Dorsey corporate clients, including Apogee Enterprises, Inc., Pella Corporation and Christopher and Banks, in connection with bank credit facilities.
  • Represented U.S. Bank, as Agent, in connection with syndicated credit facilities to Polaris Industries, Inc. and McGladrey, LLP.
  • Represents Heartland Financial and its member banks in a variety of credit and regulatory matters, including the acquisition of Freedom Bank as part of the liquidation of River Valley Bancorp.
  • Represented various clients in the settlement of repurchase and indemnity claims made by Fannie Mae.
  • Represents U.S. Bank in connection with numerous mortgage warehouse Master Repurchase Agreements.

News & Resources

Select Presentations

  • Panel Chair, "The State of the United States Banking System," 2015 Minnesota Real Estate Journal Real Estate Capital Markets Conference – April 30, 2015
  • "Warehouse Lending from A to Z – Part Two," Mortgage Bankers Association (Webinar) – March 31, 2015
  • "Warehouse Lending from A to Z – Part One," Mortgage Bankers Association (Webinar) – March 24, 2015
  • "Credit Risk Retention: The Brave New World of Securitization" (with Charles Sawyer), Bank Counsel Roundtable Presentation – October 28, 2014
  • "What Every Lawyer Should Know About Bankruptcy," Dorsey U – June 18, 2014
  • "6 Things Every Business Lawyer Should Know About Dodd-Frank," 2014 Business Law Institute – May 5, 2014
  • "What Every Lawyer Should Know About Articles 8 and 9 of the Uniform Commercial Code," Dorsey U - March 4, 2014
  • "Partnership and LLC Issues in Bankruptcy," 2013 Bankruptcy Institute - October 8 & 9, 2013

Industries & Practices

  • Banking & Financial Institutions
  • Bankruptcy & Financial Restructuring
  • Corporate Trust Services
  • Financial Services Regulatory
  • Lending Transactions
  • Mortgage Banking
  • Securitization

Professional & Civic

Professional Achievements

  • Co-Chair, UCC and Commercial Finance Committee of the Business Law Section, Minnesota State Bar Association, 2008-present
  • Member, Federalist Society for Law and Public Policy
  • Member, Minnesota State Bar Association

Community Involvement

  • Center of the American Experiment
    • Chairman of the Board of Directors, 2014-present
    • Senior Fellow and Director, 2009-13
  • Candidate, Attorney General of the State of Minnesota, 2002 


  • Listed in Best Lawyers in America©, 2019 and 2020
  • IFLR1000 Highly Regarded – State, 2018 and 2019
Thomas O. Kelly, III