Kelly is a transactional lawyer who advises companies and individuals in business formations, mergers and acquisitions, real estate sales and purchases, commercial leases, financing transactions and other commercial matters. He enjoys building long-term relationships and helping clients succeed.
Having practiced law for more than 20 years, Kelly serves as general counsel for dozens of companies and has advised clients on hundreds of transactions. Most of his clients are privately held businesses and their owners, including real estate brokers, developers, private equity firms, marketing and other creative firms, accountants, lawyers, arts organizations, trucking operations, food and beverage retailers and wholesalers and other dynamic companies. Kelly has particular experience with auto dealers acquiring, selling and establishing dealerships across the United States.
His broad experience yields an approach that is practical, insightful and focused on maximizing opportunities and solving problems. Kelly’s practice benefits from the knowledge of business concepts he acquired while pursuing his undergraduate degree in Business Administration.
- American Red Cross Cascades Region, Former Board Member
Represented Wentworth entities in the sale of a centrally-located Portland dealership owned by the family for multiple generations, while helping to achieve the clients’ goal of retaining post-closing ownership of certain ancillary real estate. The transaction involved negotiating complex deal terms and navigating manufacturer issues and buyer diligence issues.
Represented a private equity firm in investing in an Oregon-based company that creates and internationally sells luxury pocket knives, men’s jewelry, and accessories, helping client with dynamic deal structure and negotiations while closing on a fast track.
Represented a Portland-based variety radio show in its national marketing and distribution agreement with Public Radio International, facilitating future growth of the program to reach new audiences across the United States.
Represented a Canadian trucking operation in its strategic purchase of Washington-based trucking affiliates, using an unorthodox structure to purchase stock (of one company) at the same time as assets (of the other). This transaction required special attention to an environmental issue that arose at the eleventh hour and threatened to terminate the deal.
Represented two affiliated Portland Rose Quarter auto dealerships in the sale of their assets and real estate, helping to optimize the clients’ outcome amid unforeseen issues and protracted negotiations.
Represented a Portland-based coffee company in its acquisition of new a roasting facility location in Southeast Portland, and long term leases for several new retail locations throughout the Portland area and in Southern California.
Represented a property owner in the sale of a large-scale facility near Seattle, after the tenant had stopped paying rent and was in receivership. Successfully navigated the receivership issues and facilitated a fast-track sale to the party who purchased dealership assets out of receivership, enabling client to avoid potential long-term vacancy.
Represented the owners of affiliated smoke stack testing companies in selling limited liability company membership interests to a private equity firm, helping the client negotiate and significantly improve upon the terms initially offered by the buyer.
Represented the largest professional ballet company in Oregon in the long-term lease of its new headquarters, comprising office space, rehearsal studios, and a dance school, in Portland’s South Waterfront neighborhood.
Represented a local franchise operator in a fast-track acquisition of the regional development agent rights for a prominent national franchise company, with complicated financing partly from the franchisor and partly from the seller.
Represented a general contractor with respect to construction agreements for several phases of a large project in Portland, enabling the client to undertake construction of a mixed-use complex having approximately 200 residential units, 15,000 square feet of retail space, and 50,000 square feet of underground parking.
Represented an out-of-state buyer in the simultaneous acquisition of a Chevrolet dealership and the neighboring Chrysler Jeep Dodge RAM Fiat dealership, along with the underlying dealership facilities, in the Portland metropolitan area.
Represented a Washington auto dealer in obtaining a new construction loan to refinance its prior loan (which was in default), orchestrating dozens of lien payoffs, and helping the client to avoid a catastrophic foreclosure event, to finish building its facility, and to open for business.
Represented a medical technology company with respect to a venture capital infusion of up to $50 million, enabling the client to enhance development and marketing of its innovative home kidney dialysis machine.
Represented the Pacific Northwest division of a company that provides outside sales representation to manufacturers in the semiconductor industry, with respect to a multi-dimensional transaction involving the simultaneous (a) spin-off of the Pacific Northwest division, (b) acquisition of a competitor by the new entity, and (c) establishment of ownership rights in the new entity.
News & Insights
- Panel discussionPortland, OR, 9.27.18
- Oregon, 1997
- Washington, 2005
- J.D., Lewis & Clark Law School, 1997
- Environmental Law Review, Member
- Certificate in Environmental and Natural Resources Law
- William & Mary Law School, Summer Program, 1995
- Study Abroad Law Program, Madrid, Spain
- B.S., University of Colorado, Business Administration, 1992