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Pamela M. Charles

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, dispositions and like-kind exchanges as well as on 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

Shareholder approval of golden parachute payments by privately held corporations

Identify “disqualified individuals” for purposes of the Tax Code Section 280G golden parachute rules. Analyze payments, including accelerated vesting of options and other equity-based compensation, transaction bonuses, and severance amounts, made in connection with business transactions to disqualified individuals and coordinate process to qualify for the Section 280G shareholder approval exception. (Ongoing)

Tax counsel to Microsoft

Provide ongoing counsel to Microsoft on mergers & acquisition transactions, including the acquisition of MarketingPilot Software, LLC, maker of automated marketing campaign software. (Ongoing)

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. (2012)

Tax counsel for Summit Power Group, Inc.

Represented Summit Power Group, Inc., a developer of renewable energy projects, in connection with corporate and limited liability company restructurings to facilitate an equity investment by a strategic investor. (2011)

Corporate finance and securities for American Seafoods Group

$475 million five-year senior secured credit facility with revolving and term loan facilities. (2010)

Corporate finance and securities for American Seafoods Group

Redemption of $144.6 million of preferred limited partnership interests in exchange for a distribution of cash and other assets (including four fishing vessels and related commercial fishing rights). (2010)

Corporate finance and securities for American Seafoods Group

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

Corporate finance and securities for ASG Consolidated

Issuance and sale of $125 million in senior notes and 125 million warrants to purchase common stock. (2010)

Corporate finance and securities for ASG Consolidated

Tender offer to purchase $251 million outstanding senior discount 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% senior notes due 2013, and the offering of $300 million of 9.5% senior notes due 2017. (2010)

Corporate finance and securities for Terra Nova Royalty Corporation

Advising Terra Nova (NYSE: TTT), a corporation active in a broad spectrum of activities related to the integrated combination of natural resources, in connection with its acquisition of Mass Financial Corp., a company engaged in a broad spectrum of activities related to the integrated combination of commodities and natural resources. (2010)

Development - renewable for Harvest Wind Project

Representing the members of the Harvest Wind Project as project counsel in connection with the development and financing of a 99 MW wind generating project located in Klickitat County, Wash. (2010) Read more

Renewable energy*

Provided tax opinions to an independent solar power project developer on qualification for federal investment tax credits (I.R.C. § 48) for several projects in the southwest United States and Hawaii. (2009)

Tax Counsel to AVB (Dave’s Killer Bread)

Represented AVB in connection with a large investment by Goode Partners, private equity investors, and debt financing from BMO Capital Markets. (2012)

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 multi-billion 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.
* Denotes experience completed at a prior firm

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, 2007-2015; Received "Band 1" ranking, 2012-2015  
  • 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, 2003-2015
DWT recognized by chambers USA, read release