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 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)
Regularly speak on the following topics:
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TIC… TIC… TIC… Is Time Running Out for Your §1031 Exchange
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Asset Protection, Myths and Methods
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19 Obstacles To Closing Your Real Estate Deal
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Real Estate Securities
Return to Coni S. Rathbone bio
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