Experience

Mergers and Acquisitions

• Representation of Abode Healthcare, Inc. in connection with its purchase of all the shares of Grane Hospice, Inc., a hospice company with operations in Pennsylvania.
• Representation of Abode Healthcare, Inc. and its subsidiary (Nurses In Touch, Inc.) in connection with the purchase of all the shares of Standards Hospice Inc., a hospice company with operations in Texas.
• Representation of Abode Healthcare, Inc. in connection with its purchase of a minority interest in Apreva Corporation, a hospice company with operations in California.
• Representation of Abode Healthcare, Inc. in connection with its sale of all membership interests in Hearts for Hospice, LLC, a hospice company with operations in Utah.
• Representation of Schnitzer Steel Industries, Inc. (Nasdaq: SCHN), a global leader in the metals recycling industry, in multiple acquisitions of metals recycling businesses in Alaska, California, Hawaii, Montana, Nevada, and Washington.
• Representation of Interfor U.S. Inc., a forest products company, in multiple acquisitions of lumber mills in Georgia, Oregon, South Carolina, and Washington.
• Representation of U.S. subsidiary of a large Japanese corporation in its acquisition of majority ownership of multiple home building businesses in Texas and Washington.
• Representation of Tenaska Washington Partners, L.P. in the sale of a 270-megawatt natural gas-fired power plant located in Whatcom County to Puget Sound Energy, Inc.
• Representation of Ecover Coordination Center NV in its acquisition of Method Products, Inc, a cleaning products manufacturer whose products are sold in major retailers within the United States and in various international markets.
• Representation of Nichirei Foods, Inc., a Japanese corporation, in the acquisition of 51% of the equity interest in Innov Asian Cuisine Enterprises, Inc.
• Representation of Siliken Renewable Energy Inc. in the sale of a solar project located on the Ramona Water District’s wastewater treatment facility in Ramona, California, to Enfinity SPV Holdings, Inc.
• Representation of Oregon State University Foundation in the sale of all of its common stock in Black Ball Transport, Inc. to Black Ball’s management.
• Representation of Aero Precision, Inc. in the sale of substantially all of its assets to a venture capital firm.
• Representation of Versacold (a Canadian company with significant U.S. operations) as U.S. counsel in a corporate restructuring, refinancing and sale of assets to Americold Realty Trust. The total transaction value was $975 million.
• Representation of SunPower Corporation in connection with purchase of companies owning green field solar projects in California and Arizona.
• Representation of Darigold, Inc. in its acquisition of an operating company and its subsidiaries with a processing facility in Utah and a fleet of vehicles for distribution of dairy products.
• Representation of Darigold, Inc. (the operating business of Northwest Dairy Association) and Northwest Dairy Association in its acquisition (through merger) of a cooperative with two processing facilities in Montana.
• Representation of Darigold, Inc. in its acquisition of a dairy sales and distribution business in Hawaii.
• Representation of Darigold, Inc. in its acquisition of Inland Northwest Corporation, which was Darigold, Inc.’s joint venture partner for a milk processing facility in Spokane, Washington.
• Representation of National Frozen Foods Corporation, a private-label frozen vegetable industry leader headquartered in Seattle, in its acquisition of substantially all of the assets of Columbia Foods, Inc.
• Representation of Darigold, Inc. in its acquisition of certain business assets from Wilcox Farms.
• Representation of Endeavour Capital, a private equity firm, in its acquisition (through merger) of National Frozen Foods Corporation.
• Representation of a company headquartered in India in its investments in various ethanol projects throughout the United States, which included acquisitions, equity investments, debt financings, and joint venture formations.
• Representation of Precision Castparts Corp. (NYSE: PCP) in its acquisition of substantially all of the assets of McWilliams Forge Company, Inc., headquartered in Rockaway, New Jersey.
• Representation of Versacold (a Canadian company) and its subsidiaries in the acquisition of the public refrigerated warehousing and distribution business of the Peninsular and Oriental Steam Navigation Company (aka P&O).
• Representation of UMD Advanced Test Technologies (provider of products and services that address semiconductor test cell requirements) in its merger with Antares conTech (a provider of high-end sockets and connectors for the semiconductor industry).
• Representation of Darigold, Inc. in its sale of substantially all of the assets of Olympic Foods, Inc. (a subsidiary of Darigold, Inc. that produced and sold juice).
• Representation of Darigold, Inc. in the sale of its ice cream and frozen novelty business to Humboldt Creamery Association and the licensing of the right to use the “Darigold” trademark and other marks in connection with the production, marketing and sale of ice cream and frozen novelties.
• Representation of SSA Mexico Holdings, S.A. de C.V., a holding company with investments in port and terminal operations in Mexico, in its acquisition of SSA Mexico, S.A. de C.V. (fka TMM Puertos y Terminales, S.A. de C.V.) from Grupo TMM, S.A.
• Representation of Idaho Solar Power, LLC (a subsidiary of IDACORP, Inc.) in the sale of its solar photovoltaic systems business to Schott Applied Power Corporation.

Energy Transactions

• Representation of SunPower in connection with financing EPC and OEM Agreements for a 19.2 MW project in Colorado.
• Representation of SunPower Corporation in connection with purchase of companies owning green field solar projects in California and Arizona.
• Representation of a company headquartered in India in its investments in various ethanol projects throughout the United States, which included acquisitions, equity investments, debt financings, and joint venture formations.
• Representation of Idaho Solar Power, LLC (a subsidiary of IDACORP, Inc.) in the sale of its solar photovoltaic systems business to Schott Applied Power Corporation.
• Representation of IdaTech LLC, a leading fuel cell company, in connection with a three-party supply agreement for fuel cell systems to be manufactured and distributed in India and surrounding areas.
• Representation of IdaTech LLC in a coal gasification project and technology development agreement with a large Japanese energy company.
• Representation of IdaTech LLC in licensing fuel cell system technology to Tokyo Boeki, Ltd.

Joint Ventures

• Representation of the U.S. subsidiary of a large Japanese corporation in connection with its formation of a joint venture to develop a golf course and residential real estate and its recapitalization (both equity and debt) of an existing residential real estate joint venture.
• Representation of SSA Terminals, LLC, a company with investments in port and terminal operations in the western United States, in connection with its formation of several joint ventures.
• Representation of a private equity fund headquartered in Washington in its investment in a joint venture vehicle used to acquire real property in California and New Mexico.
• Representation of SSA Mexico, Inc., a company with investments in port and terminal operations in Mexico, in the restructuring of its joint venture operations in Mexico with Grupo TMM, S.A.
• Representation of SSA Atlantic, Inc., a company with investments in port and terminal operations on the East Coast, in the formation and organization of SSAC, LLC, a joint venture vehicle owned by SSA Atlantic and Cooper/T. Smith Stevedoring Co., Inc.
• Representation of SSA Ventures, Inc. and SSA Gulf, Inc. in the transfer of certain stevedoring and related operations to CSA Equipment Company LLC, a joint venture vehicle owned by SSA Ventures and Cooper/T. Smith Stevedoring Co., Inc.

Corporate Restructures

• Representation of Keynetics Inc., an e-commerce company that operates ClickBank.com and ClickBank.net, in corporate restructuring.
• Representation of Carrix, Inc., a company with numerous subsidiaries engaged in stevedoring, port, terminal and rail operations, and related services and technologies, in two corporate restructurings.
• Representation of Nichirei Corporation of Japan in two restructurings of U.S. operations.

Other Significant Business Transactions

• Representation of hedge fund management company headquartered in Washington in its formation and organization as a limited liability company, as well as its initial capitalization and operations.
• Representation of IdaTech LLC, a leading fuel cell company, in connection with a three-party supply agreement for fuel cell systems to be manufactured and distributed in India and surrounding areas.
• Representation of IdaTech LLC in a coal gasification project and technology development agreement with a large Japanese energy company.
• Representation of IdaTech LLC in licensing fuel cell system technology to Tokyo Boeki, Ltd.

Honors & Activities

Professional Honors & Activities

• Included in The Best Lawyers in America^® (currently: Corporate Law, Mergers & Acquisitions Law), 2013–2023
• Selected as one of “America’s Leading Lawyers for Business” (Washington) by Chambers USA (currently: Corporate/Commercial), 2006–2022
• Named a “Rising Star” by Washington Law and Politics magazine, 2005–2006
• Chair, Stoel Rives LLP’s Mergers and Acquisitions practice group
• Member, Washington State Bar Association, King County Bar Association, American Bar Association

Civic Activities

• Member, Public Affairs Council, Greater Seattle Chamber of Commerce, 2001–2004, 2005–2009
• Member, Board of Directors, Alpha Rho Alumni Association, 2000–present

Insights & Presentations

• “What Kills Deals,” Stoel Rives Straight Talk Series, May 15, 2012
• Moderator, “Developers’ Perspectives on Outlook for the Wind Sector,” Wind Power Finance & Investment Summit, San Diego, February 8–10, 2012
• “Renewable Developers’ Perspectives on the Renewable Deal Making Market,” Green Energy M&A Outlook for 2012, San Diego, November 15, 2011
• Summit co-chair, Green Energy M&A Outlook for 2010, Santa Clara, California, November 14–15, 2011
• “Conflict of Interest and Fiduciary Duty Issues,” 8th Annual Northwest Private Equity: The Resurgence of Credit Markets Seminar, The Seminar Group, Seattle, October 21, 2011
• “What Kills Deals?” TerraLex M&A Practice Group Meeting, June 4, 2011
• “Will Investor Owned Utilities Dominate the M&A Market?” AWEA Windpower 2011, Anaheim Convention Center, Anaheim, California, May 23, 2011
• “A Look Back and a Look Forward at Wind M&A,” Wind Power Finance & Investment Summit, San Diego, February 4, 2011
• “Maximizing Deals in Recovering M&A Market,” 2010 Northwest Growth Finance Conference, Seattle Association for Corporate Growth, July 2010
• “Partnerships and LLCs—2009 & 2010 Legislation and Other Recent Developments: Essentials, Overview, and Strategic Insights—Disputes and Exit Strategies,” Washington State Bar Association CLE, June 22, 2010
• Moderator, “Market Consolidation, Strategic Investment and M&A,” Solar Power Finance & Investment Summit, March 2010
• “Transactional Aspect of Forest Carbon Disclosure, Transactional Issues, Carbon Offset Sales, Accounting for Carbon Value in Timber Sales and Log Supply Agreements,” Stoel Rives LLP program, “What’s a Tree Worth,” Weyerhaeuser Headquarters, Federal Way, Washington, October 2008
• “Governance and Management Issues for LLCs in Washington,” Lorman Seminar Group, August 2008
• “Recognizing the Blind Spots in Entity Selection and Formation in the World of Partnerships, LLPs, LPs and LLCs in Washington,” Lorman Seminar Group, October 2004–2005

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