Representative Transactions

Coni S. Rathbone, J.D., CRE
Partner - Portland, Oregon Office

conirathbone@dwt.com
(503) 241-2300

SITING TRANSACTIONS, REAL ESTATE

• 7 Ranges, Inc. – Sales of 715 acres of developed property in Bozeman, Montana ($9,750,000). Work included: negotiating purchase agreements and addenda, negotiating and drafting complex easement arrangements and closing.
  
  
• Tenant in Common Sponsor – Numerous land acquisitions, securities private placements and real estate financings for Tenant in Common sponsor. Work included: drafting tenant in common private placements memoranda and other syndication documents; negotiating and closing facility real estate purchases, typically with multiple properties; coordinating closings with up to 100 parties.
  
  

• Tenant in Common Sponsor – Acquisition of eight related properties in Washington. Work included: negotiating all purchase agreements for various types of assets, negotiating complex financing, negotiating investor tenant in common documents; negotiating complex acquisition of building in construction; and creating CC&Rs. ($76,000,000)
  
  
• City Bible Church – Represented client in acquisition and development of church campus. Work included: drafting and negotiating acquisition documents; due diligence; land use. Continuing general counsel relationship.
  
  
• New Beginnings Christian Center, Inc. – Represented client in series of transactions to obtain bond financing and sell existing facility. Work included: advice regarding bond financing; negotiating with underwriters; coordinating security interests; negotiating facility sale agreement and seller financing documents; due diligence. ($8,200,000)
  
  
• Telecommunications Company – Represented telecommunications company as national leasing counsel for office space across the United States. Work included: drafting and negotiating complex office leases and subleases; drafting and negotiating telecommunications license agreements.
  
  
• American Eagle Mortgage – Represented mortgage broker offering mortgage backed securities in real estate matters and in construction lien dispute matters. Work included: negotiating construction lien disputes and negotiating real property security interest disputes. Continuing general counsel relationship.
  
  
• American Development – Represented developer in securities offerings and creating entities to acquire, develop, and re-sell two real estate projects: Condominium project with 19 units in Vancouver, Washington; 40-lot subdivision in Woodland, Washington. Work included: preparing all disclosure documents, offering memorandum, subscription agreements, state and federal securities filings and all other securities documents; negotiating construction contracts, property acquisition documents and development agreements; creating condominium, including CC&Rs and other state required documents; land use and entity formation. Continuing general counsel relationship. ($5,000,000)
  
  
• Owner – Create sponsored tenant-in-common program for senior living operator. Work included: creating securities disclosure documents; draft TIC agreements and other operational documents; prepare implementation outline; tax advice on structure and projects. Continuing special counsel relationship.
  
  
• Larry Garcia – Create sponsored tenant-in-common program for land developer. Work included: creating securities disclosure documents; draft TIC agreements and other operational documents; prepare implementation outline; tax advice on structure and projects. Continuing special counsel relationship.
  
  
• BFG, Inc. – Represented client in creating numerous subdivisions. Work included: land use; drafting complicated covenants, conditions and restrictions for various classes of planned communities; form homeowners associations; advise client regarding responsibilities (cumulative $14,000,000). Continuing general counsel relationship.
  
  
• 7 Ranges, Inc. – Represented client regarding Montana rural subdivision and tax advantaged structuring for conveyance. Work included: land use; tax structuring; negotiate all documents regarding conveyance to development company; project management; selection of consultants. Continuing general counsel relationship. ($13,500,000)
  
  
• Snack Alliance, Inc. – Represented Canadian private label snack manufacturer in acquisition of three manufacturing facilities in Oregon, Utah and Virginia. Work included: negotiating acquisition documents; due diligence; land use. Continuing general counsel relationship.
  
  
• Healthfirst Properties, LLC – Represented managed healthcare organization in real estate matters. Work included: creating entities; creating forms and negotiating leases for four major medical office buildings; strategic and tax structuring and guidance; drafting sale documents and negotiating sale transactions for four medical office buildings; advising managing board. ($15,735,000)
  
  
• Governmental Entity – Represented client in acquisition of land from bankruptcy estate in lieu of condemnation. Work included: negotiation of complicated transaction documents with hostile seller.
  
  
• Sumitomo Sitix Corporation – Represented owner in pursuing siting for a silicon wafer fabrication facility. Work included: project management; strategic investments program application and other tax incentives investigations and negotiations; public and governmental relations; real property acquisition; environmental investigation; due diligence; land use; infrastructure development agreements; employee search activities; entity formation; building development permit applications and negotiations and energy analysis and negotiation. ($1,000,000,000)
  
  
• Toshiba America Electronics Components, Inc. – Represented owner in purchasing six separate parcels of land to create a development parcel of approximately 85 acres. Work included: project management; real property acquisition; due diligence; land use; complicated contemporaneous closing issues; public and governmental relations and construction contract preparation and negotiation. Transaction required structuring a complicated IRC §1031 exchange wherein owner purchased replacement property, constructed a replacement facility and subsequently exchanged it for the development parcel. Continuing general counsel relationship. ($7,400,000)
  
  
• Matsushita Electronics – Represented owner in acquiring real property for development of multi-million dollar manufacturing facility. Work included: real property acquisition; due diligence; land use.
  
• Tokyo Electron of Oregon, Inc. – Represented owner in acquiring 48 acres of real property to site a multi-million dollar semiconductor production equipment manufacturing facility. Work included: real property acquisition; due diligence; land use; public and governmental relations; investigating and negotiating tax incentives. Continuing general counsel relationship. ($6,100,000)
  
  
• Komatsu Electronic Metals Company, Ltd. – Represented owner in siting a silicon wafer manufacturing facility. Work included: project management; real property acquisition; due diligence; land use; construction contract preparation and negotiation; public and governmental relations; entity creation. Continuing general counsel relationship. ($450,000,000)
  
  
• Shimadzu U.S.A. Manufacturing, Inc. – Represented owner in siting a diagnostic testing equipment assembly facility. Work included: project management; real property acquisition of 15 acres for $1.05 million; due diligence; environmental investigation; land use; public and governmental relations; construction contract preparation and negotiation; tax incentive investigation and negotiation; infrastructure agreement preparation and negotiation. ($10,000,000)
  
  
• WaferTech, LLC – Represented owner in siting a major wafer manufacturing facility. Work included: real estate acquisition; due diligence; environmental investigation; land use; public and governmental relations; tax incentives investigation and negotiation. Continuing general counsel relationship.
  
  
• SGL Carbon Corporation – Represented owner in siting carbon manufacturing facility. Work included: project management; drafting and negotiating 99-year ground lease and option to purchase in order to accommodate a yet uncompleted subdivision; due diligence; land use; construction contract preparation and negotiation; drafting covenants, conditions and restrictions for subdivision; public and governmental relations. ($13,000,000)
  
  
• D.S. Parklane Development, Inc. – Represented owner in developing a golf course development with two 18-hole championship courses. Work included: project management; major land use issues; environmental matters; negotiating numerous contracts with the community and easement agreements; drafting and negotiating numerous construction, consultant and infrastructure contracts; public and governmental relations; preparing all golf membership and promotion materials; negotiating bank financing; entity formation and employment agreements. Continuing general counsel relationship. ($24,000,000)
  
  
• Photronics Oregon, Inc. – Represented owner in siting photomask manufacturing facility. Work included: project management; drafting and negotiating 99-year ground lease and option to purchase to accommodate yet uncompleted subdivision; due diligence; land use; construction contract preparation and negotiation; drafting covenants, conditions and restrictions for subdivision; public and governmental relations. ($50,000,000)
  
  
• City Authority – Represented owner in developing an18-hole golf course in Myrtle Creek, Oregon. Work included: property tax matters.
  
  
• Development – Represented owner in developing a golf and recreation facility in Medford, Oregon. Work included: drafting and negotiating 99-year ground lease; public and governmental relations; land use.
  
  
• Bible Temple – Represented owner in obtaining financing for facility expansion via taxable church bonds. Work included: negotiating complex trust indenture and other bond documents; complicated real estate sale; major due diligence; security interest issues and securities matters. Continuing general counsel relationship. ($3,000,000)
  
  
• REIT – Represented buyer in purchase of shopping center and apartments. Work included: negotiating property acquisition; due diligence. ($15,500,000)
  
  
• Development - Represented owner in developing a major mixed-use development: 1,000,000 square feet of space on 8 acres. Work included: project management; due diligence; land use; complex structuring of development; creating declarations; creating condominiums; reviewing commercial leases and negotiating complex services agreements. ($150,000,000)
  
  
• Development – Represented owner in developing a condominium complex. Work included: project management; drafting covenants, conditions and restrictions for condominium; entity formation; regulatory compliance; due diligence; land use.
  
  
• Trust Division – Represented Trust in complex trust division involving transfer of 25 major real estate holdings and transfer of other trust assets. Work included: drafting and negotiating complex indemnity agreements; analyzing complex tax consequences of division; due diligence; land use; governmental relations.
  
  
• Isberg Investments, LLC – Represented owner in acquisition of, development of and sale of RV Park. Work included: loan document creation and negotiation for development loans; entity creation; negotiating complex transaction documents; due diligence; land use; negotiating leases; creating form operational documents; negotiating complicated sale transaction documents. Continuing general counsel relationship. ($9,327,000).
  
  
• Development – Represented developer in creating town house subdivision. Work included: project management; entity formation; drafting declaration and disclosure documents; preparing sales documents; negotiating construction contracts; regulatory compliance; due diligence; land use. Continuing general counsel relationship.
  
  
• Investment – Represented investment advisor in creating mortgage participation offering programs with specified pools of mortgages and unspecified pools of mortgages. Continued maintaining programs by creating multiple offerings. Work included: preparing all disclosure documents, subscription agreements, state and federal securities filings, and all other securities documents; preparing all real property security interest conveyance documents; due diligence; entity formation. Continuing general counsel relationship. ($10,000,000 per offering)
  
  
• REIT – Represented buyer in acquisition of real property and development of high-end specialty shopping mall. Work included: negotiating complex acquisition documents; due diligence; land use; entity formation; project management. ($150,000,000)
  
  
• Winery – Represented buyer in acquiring real property on which to develop an Oregon winery. Work included: negotiating acquisition documents; land use; entity formation; water rights.
  
  
• Winery - Represented Oregon winery in acquisition of several development parcels. Work included: negotiating acquisition contracts; due diligence; project management; entity formation. ($5,000,000)
  
  
• Residential - Represented buyer in acquisition of ocean-front residence in Carmel, California. Work included: negotiating acquisition documents; due diligence. ($8,500,000)
  
  
• Investment – Represented developer in acquiring two wheat farms in Washington to comply with and take advantage of benefits offered in the Conservation Reserve Program. Form of transaction was mortgage participation offerings. Work included: creating complex securities disclosure documents, offering memorandum, subscription agreements, state and federal securities filings, and all other securities documents; creating real estate conveyance documents; land use; due diligence; regulatory and formation of 20 entities. Continuing general counsel relationship. ($1,100,000)
  
  
• Telecommunications – Represented telecommunications company in acquisition of real property for siting cell towers. Work included: negotiating various real estate acquisition documents; due diligence; land use. Continuing general counsel relationship.
  
  
• Real Estate Holding Company – Represented limited liability company which owned four medical office buildings and property for leasing and sale. Work included: negotiating various real estate sale documents, leasing documents, and property management agreements. Continuing general counsel relationship. ($20,000,000)
  
  
• Investment – Represented investment entity holding and selling real estate. Work included: creating limited liability company; negotiating terms and conditions of operating agreement and member admission agreement. Continuing general counsel relationship. ($5,000,000)
  
  
• Snack Alliance, Inc. – Represented Canadian private label snack manufacturer in the acquisition of license and purchase rights to manufacture and sell a proprietary rice chip. Work included: preparation of license agreement, option agreement, asset purchase agreement, and intellectual property security agreement. Continuing general counsel relationship.
  
  
• Dorothy Nafus Morrison – Represented owner in environmental dispute related to oil tank leak from property owner sold to developer. Negotiated sale of remaining property with life estate in connection with resolution. Worked included: preparation of settlement agreement and mutual release of claims, closing documents, and sale agreement. ($990,000)

Return to Coni S. Rathbone bio

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CORPORATE COUNSEL, MERGERS and ACQUISITIONS

• American Equities, Inc. – Represented issuer in multiple Series 506 private placements involving mortgage participation securities. Work included: structuring complicated offering involving the issuance of promissory notes and membership interests in entities holding pools of real estate mortgages in the United States and Mexico; securities compliance; due diligence; investigation and drafting disclosures on Mexican real estate law. Continuing general counsel relationship. (Cumulative $135,000,000)
  
  
• Snack Alliance, Inc. – Represented Canadian private label snack manufacturer as general counsel in numerous acquisition and operational transactions. Work included: company strategic and tax planning; entity formations; corporate compliance; negotiating distribution agreements nationally and in Mexico; negotiating manufacturing agreements nationally and in Mexico. Continuing general counsel relationship.
  
  
• Technology Company – Represented buyer in company acquisition. Work included: negotiating various real estate acquisition documents; due diligence; land use. Continuing general counsel relationship.
  
  
• Centennial Bancorp – Represented buyer in purchase of 113,504 shares of common stock of West Coast Bancorp. ($840,000)
  
  
• Gales Creek Camp for Children with Diabetes – Represented pro-bono children’s camp. Work included: attending board meetings and working directly with the Executive Director; advising regarding employment matters, land use planning, real property conveyances, liability prevention, policies and procedures and general corporate matters. Continuing general counsel relationship.
  
  
• Ishikawajima-Harima Heavy Industries Co., Ltd. and ICA Technologies, Ltd – Represented high tech company in all northwest transactions. Work included: negotiating numerous complex technology licensing transactions and financing transactions, including various international research, development and hardware and software license agreements for in-process test equipment for liquid crystal displays.
  
  
• IHI/Siscan – Represented high tech company in all northwest transactions. Work included: negotiating and documenting license agreement dispute settlement between Ishikawajima-Harima Heavy Industries Co., Ltd., Siscan Systems, Inc. and Optical Associates Incorporated.
  
  
• Lektro – Represented heavy equipment manufacturing company in all matters. Work included: drafting and negotiating employment agreements, confidentiality agreements, distributorship agreements and sales agent agreements; completing all general corporate work. Continuing general counsel relationship.
  
  
• Restaurant Client – Represented restaurant client in securities offering to raise capital to develop restaurant. Work included: preparing a Regulation D, 504 private placement for the sale of Series A Preferred shares. ($4,000,000)
  
  
• Telecommunications Company – Represented fiber optic cable company in all transactions. Work included: negotiating various international distribution agreements and software licenses for fiber optic cable products; completing all general corporate work. Continuing general counsel relationship.
  
  
• Chiropractor – Represented buyer in purchase of chiropractic practice. ($160,000)
  
  
• Chiropractor – Represented buyer in purchase of chiropractic practice. ($300,000)
  
  
• Egg Farm – Represented client in financing transaction. Work included: negotiating and documenting all financing documents. ($6,400,000)
  
  
• Printing Company – Represented seller in asset sale transaction in lieu of liquidation. Work included: negotiating and documenting all transaction documents. ($12,926,125)
  
  
• Biotechnology Company – Represented biotechnology company in all transactions. Work included: negotiating domestic and international distribution licensing, research and development, and sales representative agreements for patented cell culture media products. Continuing general counsel relationship.
  
  
• Software Company – Represented software company in all transactions. Work included: negotiating agreements to license software from developer on behalf of new purchaser and servicing agent for software; employment work. Continuing general counsel relationship.
  
  
• Software Company – Represented software company in all transactions. Work included: negotiating various OEM licenses under which client was the supplier of internal modems for machines built by Apple, Compaq and others.
  
  
• ProSofy-Oy – Represented Finnish company in merger with Oregon public company in pooling transaction. ($5,000,000)
  
  
• Cord/Westower – Represented cell tower, siting, and construction company in reverse triangular merger with Washington public company. ($18,000,000)
  
  
• Japanese Corporation – Represented subsidiary of Japanese corporation in partnership dispute relating to golf course development. ($10,000,000)
  
  
• Telecommunications Company – General local counsel for acquisition transactions and national cell tower siting and development transactions.
  
  
• Financial Institution – Represented financial institution in placing a bond financing secured by real estate. ($55,000,000)
  
  
• Wireless Telecommunications Company – Represented purchaser in acquisition of spectrum licenses and assets. Work included: negotiating purchase agreement. ($8,000,000)
  
  
• Telecommunications Company – Continuing general local counsel for numerous transactions for wireless telecommunications company. Work includes: negotiating and preparing conduit and fiber purchase, swap, lease, and IRU agreements. (Cumulative $100,000,000)
  
  
• Internet Access Provider – Represented ISP client in series of acquisitions of internet access and service provider businesses. Work included: preparing purchase agreements and performing due diligence. (Cumulative $2,500,000)
  
  
• Telecommunications Company – Represented wireless telecommunications client for merger with telecommunications business specializing in interexchange frame relay. Work included: negotiating merger agreement; completing due diligence; preparing supporting documentation. ($12,000,000)
  
  
• Telecommunications Company – Structured, negotiated and completed due diligence for telecommunications reverse triangular merger. ($150,000,000)
  
  
• Telecommunications Company – Continuing general counsel for transactions for wireless telecommunications company. Work includes: negotiating and preparing agreements related to the purchase, build-out and management of PCS licenses and systems. (Cumulative $30,000,000)