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Pamela M. Charles

CharlesPamela
Partner
T206.757.8267
F206.757.7267
Pamela Charles advises clients on federal tax matters. She offers tax planning advice to public and private companies, both domestic and foreign, on a variety of business transactions, with an emphasis on mergers and acquisitions, debt and equity financings, restructurings and financial products. Pamela’s work includes advising real estate owners and developers on acquisitions and dispositions, REIT, tax-exempt title holding entity, historic tax credit, and related issues. Pamela serves as a liaison to the firm’s China and energy practice groups.

Pamela also has significant energy industry expertise and counsels clients on all tax aspects of their energy projects. She has helped utilities and independent developers explore the tax benefits available for renewable energy projects, including those using wind, solar, geothermal, biomass, cogeneration, and hydroelectric sources. Pamela is a frequent speaker on various tax topics at continuing legal education seminars.

Representative Experience

Tax counsel to Microsoft

Providing ongoing counsel to Microsoft on domestic and international mergers & acquisition transactions. (Ongoing)

Homestreet Bank acquisitions

Tax counsel to Homestreet bank in multiple acquisitions of regional banks. (2013-2016)

Acquisition of UtilX

Represented Novinium, Inc. in a complex transaction related to the acquisition via a stock sale of UTILX Corporation. (2015)

Alaska Permanent Fund acquisition of hospitals

Represented Alaska Permanent Fund in the acquisition of two in-patient rehabilitation hospitals in New England. (2015)

Alaska Permanent Fund acquisition of medical office building

Represented Alaska Permanent Fund in acquisition of interest in newly formed REIT owning a medical office building in Texas. (2015)

Alaska Permanent Fund disposition of office building

Represented Alaska Permanent Fund in sale of Tower Center II property in New Jersey by a REIT controlled by the Fund. (2015)

Alaska Permanent Fund European acquisitions

Advised Alaska Permanent Fund on acquisitions of real estate in Spain, Portugal, and the UK. Served as foreign tax advisors for funding in acquisition of buildings. (2015)

Avista Corp. and Ecova

Representation of Avista Corp and Ecova in the sale of Ecova to Cofely USA, a subsidiary of GDF Suez. (2015)

Commercial financing for Avista Corporation

Negotiation and documentation of a $320 million demand credit facility, with revolving and term loan borrowing and letter of credit facilities, to fund operations of regulated electric and gas utility. (2015)

Sale of Dave’s Killer Bread

Represented AVB, Inc. (d/b/a Dave’s Killer Bread) and its shareholders in a 100 percent stock sale to Flowers Foods, Inc. (2015)

Great Canadian Gaming Corporation

Acted as U.S. tax counsel to Great Canadian Gaming Corporation (TSX: GC, NASDAQ: GCGMF) in connection with a consent solicitation for senior unsecured notes in the principal amount of $450 million. (2015)

Restructuring of Schireson Associates

Represented Schireson Associates in a business restructuring from an S corporation to a partnership. (2015)

Sale of business for Microsoft

Sale of mapping business to Uber. (2015)

Tahoe Resources Inc.

Acted as U.S. tax counsel to Tahoe Resources Inc. (NYSE: TAHO, TSX: THO.CA) in connection with the combination of Tahoe Resources and Rio Alto Mining Ltd. (2015)

Flynn Restaurant Group

Tax counsel to Flynn Restaurant Group in a recapitalization and strategic growth investment by Ontario Teacher's Pension Plan Board and refinancing of existing credit facilities. (2014)

Tax counsel to Azaleos Corporation

Represented Azaleos in its acquisition by Avanade Inc. (2012)

Tax counsel to AltaGas Renewable Energy Colorado LLC

Represented and advised AltaGas in its $25 million investment in a 29MW wind farm in Huerfano County, Colorado and the corresponding $7.5 million Section 1603 Treasury Department Cash Grant. (2011-2012)

Tax counsel to Chugach Electric Association, Inc.

Represented and advised Chugach on tax matters related to its acquisition of wind power from Cook Inlet Region, Inc. and its subsidiary Fire Island Wind LLC. (2011-2012)

Tax counsel to Starbucks Coffee Company

Represented Starbucks in the acquisition of Bay Bread and the acquisition of Evolution Fresh. (2011 and 2012)

Corporate finance and securities for American Seafoods Group

Issuance and sale of $275 million senior subordinate notes. (2010)

Corporate finance and securities for Mercer International Inc.

Advised Mercer International (Nasdaq: MERC, TSX: MRI.U), a global pulp manufacturing company, in connection with the tender offer and consent solicitation of 9.25 percent senior notes due 2013, and the offering of $300 million of 9.5 percent senior notes due 2017. (2010)

Tax counsel to the Alaska Permanent Fund

Represented and advised the Alaska Permanent Fund during the past 16 years on tax aspects of acquisitions, dispositions, joint ventures and restructurings of its multibillion-dollar real estate portfolio, including purchases of office buildings in New York City, Dallas, Sacramento, and San Francisco, apartment complexes in Florida, Illinois, and Pennsylvania, industrial facilities in Anaheim, Minneapolis, and Seattle.

Additional Qualifications

  • Former Chair, Tax Section, Washington State Bar Association
  • Former Chair, Seattle Tax Group
  • Affiliate Professor, Taxation of Business Entities, University of Washington Law School, 1997-1999

Professional Recognition

  • Named as one of "America's Leading Lawyers for Business" in Corporate/Commercial: Tax (Washington) by Chambers USA, 2007-2016; Received "Band 1" ranking, 2012-2016
  • Selected by Best Lawyers as Seattle's "Lawyer of the Year" in Tax Law, 2017
  • Named one of the "Best Lawyers in America" in Tax Law by Best Lawyers, 2007-present
  • Selected to "Top 100 Washington Super Lawyers," 2009, "Washington Super Lawyers," Thomson Reuters, 2003-2016
Recognized by Chambers USA