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Mergers & Acquisitions

Media/Digital Media/Gaming

Stock sale of POP, Inc.

Sale of digital agency to Advance Publications, Inc. (2013)

Disposition of Double Down Interactive

Represented Double Down Interactive, LLC, a casino-style social gaming company, and its majority equity holder in its $500 million sale to International Game Technology. (2012)

Smashing Ideas Inc. merger of digital agency

F-Reorganization of S corporation followed by merger with a subsidiary of Bertelsmann/Random House in an auction process. (2011)

Serial acquisitions of enthusiast and B2B publications and online venues

On behalf of Apprise Media, Canon Communications, and other media companies, negotiated the acquisition of Beckett Publications, Action Media, Hot Import Nights, Action Pursuit Games, Kung Fu Magazine, and dozens of other titles. (2010)

Acquisition of business for Warner Bros. Entertainment, Inc.

Acquisition of Snowblind Studios and assets of Midway Games. (2009)

Sale of newspapers for The Seattle Times Company

Represented the client through the sale of Blethen Maine Newspapers, a group of three daily and additional weekly newspapers. (2009)

Technology and Software

Acquisition for Microsoft

Represented Microsoft in the acquisition of Deis, a workflow management software company. (2017)

Merger and acquisition privacy and data security compliance review

Assisting clients prepare for mergers, acquisitions, and refinancing deals through review of their privacy and data security practices and compliance. (Ongoing)

Sale of assets for InfoSpace

Sale of assets of mobile search and content provider to another search and content provider. (Ongoing)

TrackX Holdings Inc. reverse takeover

Represented TrackX Holdings Inc. in a cross-border reverse takeover transaction and concurrent private placement financing. (2016)

Milestone Technologies, Inc.

Represented a leading IT services company in a transaction with a strategic private equity investor. (2015)

Sale of Blueview Technologies

Represented client in sale of sonar technology company. (2015)

Acquisitions and dispositions for Microsoft Corporation

Strategic Investments, acquisitions and dispositions of technology businesses and assets, including preferred stock investment in Uber Technologies. (2015)

Sale of Azaleos Corporation

Represented Azaleos Corporation in its acquisition by Avanade Inc. (2013)

Series A financing for HasOffers

Representation of HasOffers in $9.4 million Series A financing. (2013)

Technology licensing for Aronora, Inc.

Assisted client with the closing of a strategic arrangement with Bayer Pharma AG for development and commercialization of a new drug developed by our client. (2013)

Acquisition of MarketingPilot Software LLC by Microsoft

Represented Microsoft in the acquisition of MarketingPilot Software, LLC, maker of automated marketing campaign software. (2012)

Joint venture for Microsoft

Represented Microsoft in a health care IT joint venture with GE, creating Caradigm. (2012)

Sale of business for Blueview Technologies, Inc.

Representation of BlueView Technologies, Inc. in its acquisition by Teledyne RD Instruments, Inc. (2012)

Sale of business for Geospiza, Inc.

Represented Geospiza Inc., a bioinformatics company, in its merger with PerkinElmer. (2011)

Sale of assets for IntraISP

Represented IntraISP Software Solutions, LLC, a company providing backend software, billing, and customer care solutions for telecommunications companies, in a sale of assets to Amdocs, Inc. (2009)

Sale of business for The Relegence Corporation

Company counsel to The Relegence Corp. in $50 million acquisition by AOL, LLC. (2008)

Commercial agreements for multiple clients including Clearwire, XO, LCW, Bend Broadband, and Microsoft

Negotiating commercial agreements for establishing telecommunications networks, and the purchase and sale of telecommunications services. (2008)

Wireless/Mobile

IPC Spectrum acquisition of 700 MHz

Advised utility on acquisition of 700 MHz licenses for wireless telemetry and smart-grid operations. (2016)

Sale of mobile payments technology company

Represented seller of mobile payments technology and security company and its affiliates in Canada, France, India, Japan, South Korea and Taiwan. (2016)

Shenandoah Tel. acquisition of NTELOS

Buy-side regulatory counsel for acquisition of domestic wireless (CMRS) provider acquiring AWS, PCS, and BRS licenses, and network funding under FCC Mobility Fund and RUS grant. (2016)

Tampnet USA LLC acquisition of Broadpoint Wireless licenses and assets

Buy-side regulatory counsel for acquisition of domestic wireless provider. Secured declaratory ruling under 310(b)(4) for foreign parents’ acquisition and holding of domestic wireless and secured DOJ "Team Telecom" approval of transaction. (2016)

Altice-Suddenlink acquisition of cable broadband provider

Secured FCC and state license transfers, including due diligence and regulatory counseling, concerning acquisition of cable broadband and VoIP assets. Sell-side counsel to Suddenlink Communications in $9 billion transaction with Altice, involving review by FCC and 15 states. (2015)

U.S. counsel for Siyata Mobile Inc.

Represented Siyata Mobile Inc., a Canada-based mobile phone company, in a cross-border reverse takeover transaction and concurrent financing. (2015)

Acquisition of cable broadband provider

Represented national cable broadband provider in obtaining California PUC consents for acquisition of cable broadband provider, involving significant oppositions during adjudicatory transfer of control proceeding. (2014)

Acquisition of Icom Canada operations

Represented Icom America, Inc. in acquisition of Canadian operations. (2011)

Merger and investment for Clearwire Corporation

Merger of Sprint and Clearwire WiMAX businesses and investment in Clearwire of $3.2 billion by Comcast, Time Warner Cable, Bright House Networks, Google, and Intel. (2008) Read more

Spectrum acquisition and leasing for Clearwire Corporation

Managed and negotiated Clearwire's acquisition and leasing of 2.5 GHz spectrum to create its nationwide spectrum footprint. (2008)

Rise Broadband acquisition of EBS spectrum

Advised wireless ISP Rise Broadband on the purchase of EBS spectrum rights in the Xanadoo LLC bankruptcy.

Financial

Acquisition for international banking group

Represented international lender in connection with a borrower's acquisition of new US Subsidiary. (2016)

Finance - aircraft for multiple aviation clients

Representing airlines, foreign and domestic banks, and foreign and domestic leasing companies in the acquisition, financing, and resolution of tax issues in connection with more than 625 Boeing commercial aircraft. (Ongoing)

Formation work

Advising founders and principals on entity structuring and related issues, including corporations, limited liability companies, and joint ventures. (Ongoing)

Acquisition of community bank

Represented HomeStreet, Inc., in its $54 million acquisition of Orange County Business Bank. (2016)

Homestreet Bank acquisitions

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

Northrim Inc. acquisition of Residential Mortgage LLC

Represented Northrim Inc., parent company of Northrim Bank, in their acquisition of mortgage banking company, Residential Mortgage LLC. (2014)

Acquisition of business for The Partners Group, Ltd

Represented The Partners Group, Ltd. in multiple asset acquisitions. (2015)

Acquisition for R.W. Smith & Associates, Inc.

Management purchase and then immediate resale of all shares of the company to a strategic industry player in the interbroker securities brokerage business (national). Involved purchase transaction by management and then sale to third party. (2014)

Northrim BanCorp, Inc. acquisition of Alaska Pacific Bancshares, Inc.

Represented Northrim BanCorp, Inc. in their acquisition of Alaska Pacific Bancshares, Inc. (2014)

Acquisition of Scheduled-Service Airline

Represented buyers in acquisition of Air Excursions, an airline based in Juneau, Alaska offering intra-state scheduled service in Alaska and charter services. (2012)

Acquisition of portfolio for private equity-backed company

Represented a private equity fund in the $150 million acquisition of a commercial loan and leasing portfolio. (2011)

Disposition for PEMCO

Represented PEMCO Corporation in the sale of its payment processing subsidiary, PEMCO Technology Services Inc., to Jack Henry & Associates, Inc. (2009)

Mergers and acquisitions for Auctionpay, Inc.

Represented Auctionpay in acquisition by Global Payments, Inc. (2009)

Acquisition for insurance organization

Represented insurance underwriting organization in its acquisition of an insurance consulting firm. (2008)

Food and Beverage

Bell American Group LLC

Numerous multi-unit acquisitions for Bell American Group LLC, a restaurant holding company with more than 176 Yum! branded restaurants, including a 76-unit acquisition in 2012, a 62-unit acquisition in 2013, a 31-unit acquisition in 2014, a 12-unit acquisition in 2015, and a 51-unit acquisition in 2016. (2012-present)

Joint ventures and acquisitions

Joint ventures and acquisitions for Fatburger Company. (Ongoing) Read more

Outside legal counsel for American Seafoods

Outside legal counsel to American Seafoods, a large integrated commercial fishing company involved in operations in the Bering Sea/Alaska, Massachusetts and Alabama, providing counsel on matters of corporate governance, commercial finance, vessel acquisition and finance, and labor/employment. (Ongoing)

Sealaska Corporation acquisition of Odyssey Enterprises

Represented Sealaska in majority interest acquisition of Odyssey Enterprises, a retail and food service seafood producer. (2017)

West Coast Coffee Company Inc.

Represented West Coast Coffee Company Inc. in the sale of the company to Farmer Bros. Co. for $13.5 million. (2017)

Cooke Aquaculture acquisition of Icicle Seafoods

Represented Cooke Aquaculture - a New Brunswick, Canada family-owned business - in its acquisition of Icicle Seafoods, a 50-plus-year-old seafood company with operations in Alaska and Washington. (2016)

Manufacturer finance

Represented a potato processing plant in debt refinancing. (2016)

Purchase of specialty food business

Represented the buyer of an organic gourmet mushroom product business. (2016)

Victory Brewing Company

Represented Victory Brewing Company and its majority shareholders in a sale, recapitalization, and investment by Artisanal Brewing Ventures. (2016)

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)

Pan American Group

Represented Pan American Group in its entry into the Panera Bread franchise system and acquisition of 47 restaurants in Washington and Northern California markets in 2015, and a 46-unit acquisition in 2016. (2016)

Taylor Gourmet

Represented Taylor Gourmet in recapitalization and strategic growth investment by KarpReilly. (2015)

Acquisition of Bay Bread for Starbucks Coffee Company

Represented Starbucks in the $100 million acquisition of Bay Bread, as well as in the talent acquisition of its founder Pascal Rigo. (2012)

Acquisition of business for Apple American Group LLC

Numerous multi-unit expansion acquisitions for Apple American Group LLC, a restaurant holding company with more than 296 Applebee’s franchised restaurants in 11 states, including a 40 unit acquisition in California and Nevada in 2009, a 63 unit acquisition in Minnesota and Wisconsin in 2010, a 66 unit acquisition in five New England states in 2011, a 98 unit acquisition in 8 states in 2012. (2012)

AVB (Dave's Killer Bread)

Represented client in a large investment from the Goode Partners private equity firm and a large infusion of term debt from BMO. Ongoing work as general counsel in support of rapid growth, including nationwide manufacturing and distribution initiatives. (2012)

Acquisition for Maruha Nichiro Seafoods, Inc.

Represented client in purchase of interests in fish processing company and related fishing assets. (2011)

Acquisition of Evolution Fresh for Starbucks Coffee Company

Represented Starbucks in its acquisition of Evolution Fresh and in its acquisitions of Café Hawaii Partners and Puerto Rico Coffee Partners. (2011)

Business acquisition for Seattle Gourmet Foods Inc.

Multiple acquisitions of specialty foods businesses, including Dilettante Chocolates, Myntz! breath mints, Innovative Cookies, Merlino Baking Co., and Oral Fixation breath mints. (2010)

Sale of business for Pacific Rim Winemakers

Lead negotiations in sale of Pacific Rim Winemakers to the Mariani family, owners of Banfi Vintners. (2010)

Sale of snack food business for Snakcorp Holdings, Inc.

Sale of subsidiaries, Snack Alliance and Nalley's Canada Limited, in an auction process to a private equity-backed producer and distributor of private label seasoned snack foods. (2010)

Sale of business for Toyo Suisan

Represented Toyo Suisan, a Japanese publicly traded company, in the sale of its U.S. cold storage business to Bay Grove Capital. (2009)

Sale and strategic alliance for Rainsweet, Inc.

Negotiated sale of frozen onion business unit and developed strategic alliance with Freeze Pack, Inc., of Pasco, Wash. (2009)

Sale of business for National Frozen Foods

Sale of 95-year-old family-owned Washington agricultural foods processor to a private equity group, Endeavour Capital. (2008)

Hospitality

Acquisition for APIC Hotel

Represent APIC in the acquisition of five boutique hotels in San Francisco, including some 'off market'. APIC is considering several new major purchases. (Ongoing)

Divestiture of hotel for Anchorage Associates

Represented seller in the sale of all assets associated with the operation of the Microtel Hotel in Alaska. (Ongoing) Read more

Acquisition of business for Apple American Group LLC

Numerous multi-unit expansion acquisitions for Apple American Group LLC, a restaurant holding company with more than 296 Applebee’s franchised restaurants in 11 states, including a 40 unit acquisition in California and Nevada in 2009, a 63 unit acquisition in Minnesota and Wisconsin in 2010, a 66 unit acquisition in five New England states in 2011, a 98 unit acquisition in 8 states in 2012. (2012)

Acquisitions for Red Lion Hotels Corp.

Represented Red Lion in the acquisition of ten hotels from iStar Financial and Hilton. (2011)

Disposition of Red Lion Hotels Corp. 5th Avenue to Lowe Enterprises

Represented client in its $71 million disposition of Seattle Fifth Avenue Hotel. (2011)

Merger of McCormick & Schmick’s Seafood Restaurants

Represented McCormick & Schmick’s Seafood Restaurants in its auction and $131 million merger with Landry’s Restaurants, Inc., following the defeat of Landry's previously announced hostile tender offer. (2011)

Acquisition of business for Flynn Olympic Restaurants

Assisted Flynn Olympic with the asset purchase of 13 Burger King franchised restaurants. (2008)

Manufacturing/Building Materials

Acquisition for PSC Consulting

Represented global provider of solutions and support to the electricity industry in the acquisition of an engineering firm. (2017)

Private government contractor

Represented client acquiring all outstanding ownership interests in corporation contracting for special services to the United States military. Continuing general corporate representation. (2010-2015, Ongoing)

W.B. Sprague Company, Inc.

Represented W.B. Sprague Company Inc. in stock acquisition of pest management business. (2016)

Acquisition for auto-parts client

Assisted auto-parts manufacturer in acquisition of technology startup. (2015)

Acquisition of business for Sumitomo Forestry America

Represented Sumitomo Forestry America in the acquisition of a majority stake and formation of joint venture with Dan Ryan Homes, a leading Mid-Atlantic Homebuilder with operations in six states. (2015)

Merger for steel production companies

Represented BlueScope Steel, ASC Profiles Inc., and Steelscape Inc. in U.S. components of global merger with Nippon Steel & Sumitomo Metal Corporation. (2013)

Auction and sale of Williams Controls, Inc.

Represented Williams Controls, Inc., a global manufacturer of electronic engine and throttle controls serving the heavy truck and heavy equipment industry, in its auction and $125 million sale to Curtiss-Wright Corporation. (2012)

Acquisition for Canadian holding company

Acquisition of Freeman Marine Equipment by a Canadian holding company. (2011)

Acquisition for Olympic Foundry LLC

Acquisition of D&L Foundry , a foundry operation with operations in Washington, California and Utah. (2011)

Acquisition of business for Hardwoods Specialty Products

Represented Hardwoods Specialty Products US LP, a hardwood lumber, plywood and specialty wood distributor, in the acquisition of Frank Paxton Lumber Company. (2011)

Acquisition for Granite Building Products, Inc.

Represented acquiring entity in acquisition of retail building products company. (2009)

Business acquisition for Integrated Marine Systems, Inc.

Bankruptcy purchase of assets of marine equipment manufacturer and distributor, Wescold, Inc. (2009)

Merger and investment for Semitool, Inc.

Assisted radiation therapy joint merger in venture to establish larger patient service delivery system. (2009)

Sale of business for Integrated Marine Systems, Inc.

Sale of marine equipment manufacturer and distributor. (2009)

Sale of clothing company for Massif Mountain Gear Company

Represented the owners of Massif Mountain Gear Company in the sale of that company to Golden Gate Capital. (2009)

Sale of medical device manufacturer

Represented limited liability company in the medical device industry in the $103 million sale of 100 percent of its equity to The Riverside Co., a private equity firm. (2009)

Acquisition of business for Retail Fuel

Represented buyer in negotiating and documenting acquisitions of retail fuel businesses and tank farms. (2008)

Acquisition of stock for Winona Capital

Acquisition of Barter Optical and Dragon Optical. (2008)

Sale of business for Cytopeia, Inc

Represented a biotech equipment manufacturer in its sale to Becton Dickinson and Co. (2008)

Sale of business for Giddens Industries, Inc.

Sale of aerospace parts and subassemblies manufacturer to Platte River Ventures, a Colorado-based private equity investment firm. (2008)

Sale of business for Sonotech, Inc.

Representation of Sonotech, Inc., a medical products manufacturer, in its acquisition by Illinois Tool Works Inc. (2008)

Acquisition of nationwide business operations for ProBuild

Numerous acquisitions of lumber, building materials, and home component manufacturing businesses throughout the United States. (2004-2007)

Health Care

Acquisition

Advising leading health care insurance providers on China's regulatory matters and on corporate acquisition in pursuing China market entry. (Ongoing)

Adjacent property acquisition for Seattle Children's Hospital

Representing Seattle Children's Hospital in the acquisition of the Laurelon Terrace condominium project, a development site adjacent to the hospital's main campus. (Ongoing) Read more

Bundled payment arrangements for Providence Health

Develop commercial and government bundled payment arrangements by providing counsel, drafting agreements and preparing government filings for large health care network operating in five state. (Ongoing)

Business transactions for private medical professional

Establishment of a number of joint ventures and handling of other transactions involving medical services and equipment. (Ongoing) Read more

Compliance and general counseling for toxicology laboratory providers

Assisting numerous national and regional toxicology and drug testing laboratory companies in the development and roll-out of comprehensive corporate compliance programs and policies. (Ongoing)

Compliance counseling for clinical and molecular laboratory providers

Assisting numerous national and regional clinical and start-up molecular laboratory companies in the development and roll-out of comprehensive corporate compliance programs and policies. (Ongoing)

Corporate development for Valley Hospital Association

Corporate representation of Valley Hospital Association, co-owner of Mat-Su Valley Medical Center, including a 2008 syndication to allow partial physician ownership of the hospital and the spin-off of two corporate entities to comply with the requirements of the Stark Law. (Ongoing)

Develop nationally recognized coordinated care organization

Acts as general and specialty counsel to Health Share of Oregon (Health Share) by advising on operational, governance, integration, regulatory and compliance matters. Health Share is the largest coordinated care organization in Oregon and responsible for the physical and mental health of more than 160,000 residents. The State of Oregon received $1.9 billion in state and federal funding to help implement coordinated care through organizations such as Health Share. (Ongoing)

Health care transactions counseling

Represented private and tax-exempt clients in purchases/sales, mergers, and joint ventures among health care businesses. Represented clients in communications with the charitable trust division of the California Attorney General’s office. (Ongoing)

Hospital laboratory outreach

Representing hospital outreach laboratory management company in successful negotiation of multi-million-dollar agreements with hospitals. (Ongoing)

Representation of intraoperative neuromonitoring company

Representing a provider of intraoperative neuromonitoring services in its ongoing business activities. (Ongoing)

Representation of medical device company

Representing a medical device company focused on developing implants for spine surgery in its corporate formation, private placements of membership interests and ongoing business activities. (Ongoing)

Review and draft contracts related to physician employment

Assists health care institutions by drafting and reviewing physician employment agreements for compliance with state and federal laws. (Ongoing)

Securities transaction for Kaiser Permanente Ventures, LLC

Fund formation and portfolio company investments (2005-present). (Ongoing)

Transaction and regulatory counsel for Accelecare Wound Centers

Serving as healthcare transaction and regulatory counsel to client in connection with its provision of services to hospital based wound centers and the development of its physician practice management division. (Ongoing)

Transaction and regulatory counsel for Hawaii Pacific Health

Representing client in healthcare transactions and regulatory compliance matters, including physician recruitment. (Ongoing)

Acquisition for Kadlec Regional Medical Center

Acquisition of Northwest Orthopaedic Sports Medicine and surgery center. (2017)

Adaugeo Healthcare Solutions

Represented Adaugeo Healthcare Solutions in asset acquisition of medical practice. (2016)

Joint venture for Sonic Healthcare

Joint venture with health system to build lab facility. (2016)

Pacific Cardiovascular Associates sale to Fresenius

M&A counsel to Pacific Cardiovascular in the formation of an MSO and sale of a majority interest to Fresenius Medical Care. (2016)

Saint Alphonsus Health System acquisitions

M&A counsel to Saint Alphonsus in the acquisition of three MRI businesses and sale of interests in two partnerships. (2016)

SightLife affiliation with Lions Eye Bank

M&A counsel to SightLife in charitable combination with The Northeast Pennsylvania Lions Eye Bank. (2016)

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)

Clinically integrated network joint venture for Physicians Insurance

M&A counsel to Physicians Insurance a Mutual Company in its strategic investment in a clinically integrated network co-founded with The Polyclinic and Premera Blue Cross. (2015)

Collaboration between Providence and Walgreens

Counsel to Providence Health & Services in joint venture to operate express care centers in Walgreens stores in Washington and Oregon. (2015)

Providence Health & Services Strategic Alliance

M&A counsel to Providence Health & Services, Oregon, in strategic alliance with PeaceHealth. (2015)

Sale and recapitalization of Community Psychiatry

M&A counsel to Community Psychiatry in formation of MSO and its sale and recapitalization with New Harbor Capital. (2015)
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