Experience

Agribusiness, Food and Beverage 

• Routinely advise on the sale, purchase, and debt financing of farmland and other agricultural and agribusiness assets.
• Advised on the purchase and operation of a Umatilla County, Oregon organic farming business on behalf of a New York-based family office.
• Advised institutional lender in connection with a $185 million loan to support the leveraged acquisition of a major Northwest-based fruit growing and packing operation.
• Debt financings, secured by real and personal property assets, of agricultural and vineyard operations in an aggregate principal amount exceeding $1 billion.
• Advised a Cambridge, Massachusetts-based private equity fund on the purchase of several West Coast agricultural operations.
• Advised on the sale of an Oregon-based agricultural loan originator and servicer and related loan portfolio to a Midwest-based competitor.
• Credit facility modification, extension, and assumption for a retailer-owned wholesale grocery cooperative.
• Negotiation of an overseas joint venture for the production of coconut oil for a leading organic product company.

Wine, Beer, and Spirits

• Routinely advises on the sale and purchase of wineries, vineyards, and related business assets.
• Advised on the negotiation and structuring of the sale of equity in a leading Oregon craft beer business to a private equity firm.
• Sale of the real and personal property assets of a leading Willamette Valley, Oregon wine business to a global, California-based wine company.
• Advised on the sale of a Pacific Northwest-based wine distribution operation to a national distribution company.
• Purchase of a Sonoma County, California vineyard and a Yamhill County, Oregon winery building for the subsidiary of an international beverage company.
• Advised a closely held family business on the purchase of a well-known Oregon collaborative winemaking business.
• Purchase of substantially all of the stock of a Willamette Valley, Oregon wine business including negotiation to secure the purchaser’s rights under a vineyard lease and a real property purchase option.
• Advised on due diligence, negotiation, and structuring for the purchase under Section 363 of the Bankruptcy Code of substantially all of the assets of a California-based craft beer business.
• Outside general counsel for a Walla Walla, Washington-based vineyard and winery operation, including debt and equity financings and negotiation of an LLC operating agreement and employee equity incentive plan.
• Purchase and redemption from financial investors of membership interests in a Bend, Oregon-based brewery on behalf of brewery management.
• Purchase of substantially all of the real and personal property assets of a Willamette Valley, Oregon, wine business, including negotiation of seller financing secured by the acquired assets.
• Sale of the assets of a leading California maker of organic wines.
• Restructuring of a limited liability company wine import business in connection with an equity investment and international license agreement.

Restaurant and Hospitality

• Sale of all of the membership interests of a Portland, Oregon-based fast casual burger chain to a publicly traded hospitality company.
• Outside general counsel for a Portland, Oregon-based restaurant group.
• Advised a high-end wine restaurant on investment and structuring and negotiations with a celebrity chef.
• Negotiation of an LLC operating agreement and other transactional agreements with respect to a Portland, Oregon-based donut chain.
• Equity financing and negotiation of an LLC operating agreement for a Portland, Oregon-based fast casual salad restaurant.

Technology

• Negotiation of multiple collaboration and intellectual property licensing agreements among technology companies and with international research consortia.
• Merger of a Portland, Oregon-based streaming video technology company with the wholly owned subsidiary of a publicly traded technology company.
• Negotiation of an inventory consignment agreement with an international chemical supplier on behalf of a technology company.
• U.S. counsel for the negotiation and sale of the business of a Hong-Kong-registered entity and its multinational subsidiaries.
• Merger of a Corvallis, Oregon-based motion capture and analysis technology company with the wholly owned subsidiary of a digital display manufacturing corporation.
• Outside general counsel to emerging growth and venture-funded technology companies supplying products to the semiconductor industry.
• Acquisition of the stock of a French technology company on behalf of a U.S.-based publicly traded company.
• Sale of the business assets of a semiconductor test equipment manufacturer, including the shares of two wholly owned subsidiaries, to a publicly traded corporation.

Other Representative Matters

• Sale of the equity interests of a Portland, Oregon-based creative marketing firm to an international, publicly traded advertising and branding agency.
• Sale of the assets of an Oregon natural cosmetics manufacturer to a Los Angeles-based private equity fund; subsequently retained by the private equity fund to advise on commercial matters for the target company.
• Formation and structuring of an entity to hold, manage and monetize copyright and associated intellectual property rights on behalf of a published author.
• Development of commercial agreements between a US-based apparel design and supply chain management company and its overseas suppliers.
• Restructuring of the indebtedness of an emerging green technology company, including the sale of secured notes and associated repayment of a secured note issued in connection with a prior acquisition.
• Sale of all of the stock of a fulfillment business to a California-based private equity fund.

Honors & Activities

• Included in The Best Lawyers in America^® (currently: Corporate Law), 2023
• Listed among Rising Stars (Business/Corporate, Mergers & Acquisitions, Business Litigation), Oregon Super Lawyers^® 2017–2018, 2021
• Board Member, Metropolitan Family Service, 2012–2018
• Board Member, Classic Wines Foundation, 2018–present (Board Chair 2021–2022)
• Board Member, Congregation Neveh Shalom, 2007–2014, 2021–present

Insights & Presentations

• Quoted, “California wine grower report alleges 2020 ‘predatory conduct’ in smoke rejections. Winery attorneys say there’s more to the story,” North Bay Business Journal, July 2021
• Quoted, “Claims of California North Coast wine grape smoke damage head to court,” North Bay Business Journal, July 2021
• Quoted, “Catastrophic Risk Modeling: Consequences and Opportunities, Taking the proactive approach to wildfires, pandemics and unknown disruptions,” Wine Business Monthly, June 2021
• Quoted, “Support Your Employees Through the Pandemic: The Cares Act and Other Relief Programs Intend to Help Employers Maintain Their Payrolls,” Spirited Magazine, April 28, 2020
• Quoted, “Should Granholm Extend to Retailers?” Wine Business Monthly, April 2019
• Co-presenter, “Growing and Protecting Your Cider Business,” Stoel Rives Cider Workshop Series, Portland, Oregon, April 14, 2016
• Co-presenter, “Sources of Capital,” CiderCON, Portland, Oregon, February 5, 2016
• “The Unjustified Business Justification Rule: A Reexamination of the Lionel Canon in Light of the Bankruptcies of Lehman, Chrysler, and General Motors,” 11 U.C. Davis Bus. L.J. 181

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