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

• Representation of Lithia Motors, Inc. (NYSE: LAD) in its $669.5 million stock acquisition of DCH Auto Group (USA) Inc. for cash and Lithia stock.
• Representation of ESCO Corporation in the auction and sale of its turbine technologies group, including its foreign subsidiaries, to an affiliate of Consolidated Precision Products.
• Representation of 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.
• Representation of Hollywood Entertainment Corporation (Nasdaq: HLWY) in its $1.25 billion acquisition by Movie Gallery, Inc. (Nasdaq: MOVI) in a reverse triangular merger.
• Representation of Linn County Affordable Housing in sales of low-income housing projects through multiple equity and asset transfers (pro bono).

Honors & Activities

Professional Honors & Activities

• Included in The Best Lawyers in America^® (currently: Corporate Law, Mergers & Acquisitions Law, Securities / Capital Markets Law, Securities Regulation), 2016–2023

Civic Activities

• Board of Directors, The Children’s Book Bank, 2015–present

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).
• “Stoel Rives’ Jim Kearney on whether it’s time for IPOs to RIP,” Portland Business Journal, June 2019
• “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, December 2011
• “M&A Realities and Recent Developments,” General Counsel Roundtable Series, Stoel Rives LLP, September 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, November 2007
• “Due Diligence and Disclosure Schedules,” Stoel Rives LLP CLE, November 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, August 2005
• “Incorporation,” Oregon State Bar Fundamentals of Business Law CLE, October 2003
• “Corporate Pro Bono: Case Study of Portland Non-Profit Merger,” American Bar Association/NLADA Equal Justice Conference “The Power of Partnership,” April 2003  

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