James M. Kearney

James M. Kearney

Partner
Portland, OR
Overview

About Jim

Jim Kearney is a partner in the Corporate practice group and chairs the firm’s Public Companies subgroup. Jim represents and advises public and private company clients on mergers and acquisitions, public and private debt and equity financings, corporate governance, federal and state securities regulation, periodic reporting to the Securities and Exchange Commission, general business transactions and general corporate matters. Before joining Stoel Rives, Jim worked for a year as a consultant with the Treuhandanstalt Osteuropaberatungsgesellschaft, a private consulting group in Germany that advised on privatization efforts in transition economies. He also worked for two years as an analyst for the U.S. Senate Budget Committee in Washington, D.C. 

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Experience

Experience

Representative Public and Private Financings

  • Public equity offerings for McCormick & Schmick’s Seafood Restaurants (IPO and follow-on); VeraSun Energy (IPO and follow-on); ESCO Corporation (IPO terminated).
  • Shelf registration and subsequent public debt offerings for Precision Castparts Corp. ($3 billion); StanCorp Financial Group Inc. ($250 million).
  • High yield 144A note offerings for Ahern Rentals ($420 million) in connection with its emergence from Chapter 11 bankruptcy; Ahern Rentals ($550 million); NANA Development Corporation ($275 million).
  • Regulation D offerings for Arxx Corporation ($25 million) in connection with $7 million acquisition of Arxx Building Products, Inc., a Canadian company, through stock and warrant purchase.

Representative Mergers and Acquisitions

  • Represented Lithia Motors, Inc. (NYSE: LAD) in its $669.5 million stock acquisition of DCH Auto Group (USA) Inc. for cash and Lithia stock.
  • Represented ESCO Corporation in the auction and sale of its turbine technologies group, including its foreign subsidiaries, to an affiliate of Consolidated Precision Products.
  • Represented Unified Western Grocers, Inc., a $3-billion revenue, retailer-owned grocery wholesale cooperative serving supermarkets located primarily in the western United States, in its acquisition of substantially all of the assets of Associated Grocers, Incorporated, a $1 billion revenue retailer-owned, grocery wholesale cooperative serving supermarket operators located primarily in the state of Washington.
  • Represented Hollywood Entertainment Corporation (Nasdaq: HLWY) in its $1.25 billion acquisition by Movie Gallery, Inc. (Nasdaq: MOVI) in a reverse triangular merger.
  • Represented Linn County Affordable Housing in sales of low-income housing projects through multiple equity and asset transfers (pro bono). 
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Honors

Honors & Activities

Professional Honors & Activities

Civic Activities

  • Board of Directors, The Children’s Book Bank, 2015-present
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Insights & Presentations

Insights & Presentations

  • Author of “In Case You Missed It,” a monthly review of interesting items for corporate counsel (https://www.stoel.com/legal-insights/legal-updates/in-case-you-missed-it-interesting-items-for-corp).
  • “Oregon Crowdfunding,” Oregon Law Institute, 2015
  • “JOBS Act and the Changing Landscape of Private Equity Raises,” Oregon Law Institute, 2014
  • “New Ways to Raise Money After the JOBS Act,” 2014
  • “Recent SEC Developments and Cybersecurity,” KPMG Roundtable, Dec. 2011
  • “M&A Realities and Recent Developments,” General Counsel Roundtable Series, Stoel Rives LLP, Sept. 2008
  • “162(m) Plus 144: Adding up the New Rules,” Oregon State Bar, Business Law Section, May 2008
  • “Sustainability and Climate Change: The Push (Against a String?) for Public Disclosure,” General Counsel Roundtable Series, Stoel Rives LLP, May 2008
  • “Climate Change and Public Disclosure,” Northwest Environmental Business Council, Nov. 2007
  • “Due Diligence and Disclosure Schedules,” Stoel Rives LLP CLE, Nov. 2007
  • “Sarbanes-Oxley Act in Oregon,” Lorman Education CLE, June 2005 and June 2006
  • “New Form 8-K,” Utah State Bar Annual Securities Law Workshop, Aug. 2005
  • “Incorporation,” Oregon State Bar Fundamentals of Business Law CLE, Oct. 2003
  • “Corporate Pro Bono: Case Study of Portland Non-Profit Merger,” American Bar Association/NLADA Equal Justice Conference “The Power of Partnership,” Apr. 2003  



Related News & Publications


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