Dennis Kelly

Dennis concentrates his practice in the areas of finance, real estate, and tax-exempt organizations. As the supervising tax counsel for the Structured Finance and Project Finance Practices at Winston & Strawn, Dennis has structured and rendered advice and opinions on a wide variety of securitization transactions, CLOs and warehouse/leverage facilities, and similar offshore investment transactions. His practice includes significant experience with all other types of securitization and pass-thru structures, including real estate mortgage investment conduits (REMICs), commercial mortgage-backed securities (CMBS), mortgage real estate investment trusts (REITs), grantor trusts, partnerships, master limited partnerships, and regulated investment companies. He is also experienced with treaty-based investment structures in a variety of asset classes, including loans and loan origination. Dennis also is proficient at crafting creative tax-efficient debt restructurings.

With respect to REITs, Dennis has worked on numerous mergers, acquisitions and asset dispositions of public and private REITs, as well as supervised tax law compliance with respect to REIT and umbrella partnership real estate investment trust (UPREIT) formation and operation, and de-REITing considerations. His experience with respect to REITs also includes a wide array of initial and secondary public offerings of securities, tender offers, and other market transactions.

In the area of public finance, Dennis has served as bond counsel, underwriter's counsel, trustee's counsel, private placement agent's counsel, purchaser's counsel, and special tax counsel, in each case with respect to new money and refunding issues and public purpose and private activity bonds. He has experience with debt structures, lease arrangements, sale and leaseback arrangements, and service contracts.

Dennis has broad experience with public charities, private foundations, private operating foundations and pension funds, as well as trade groups, social welfare organizations and social clubs. His activities include establishing exempt status, compliance with political activity, unrelated business and other exempt operating rules, and handling controversies. Dennis is particularly adept at creative organizational structuring and financial modeling based upon his years of experience with both exempt organizations and financial transaction matters.