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DWT
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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)

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)

Acquisition of business for Warner Bros. Entertainment, Inc.

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

Technology and Software

Acquisitions and dispositions for Microsoft Corporation

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

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)

Merger of Pacific Marketing Associates, Inc. and The Polaris Group, Inc.*

Represented Western Region condominium marketing and sales company in merger with largest regional competitor. (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)

Acquisition for Internet company*

Advised a U.S.-based Internet company in its acquisition of a Chinese IT company. (2008)

Wireless/Mobile

Sale of Clearwire Corporation*

Represented Clearwire in its sale to Sprint Corporation at an enterprise value of $14 billion, and the unsolicited competing tender offer for Clearwire by DISH Networks. (2013)

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

Acquisition of Sprint’s wireless 4G business by Clearwire Corporation*

Represented Clearwire in the $14.5 billion merger of Sprint’s and Clearwire’s 4G businesses and concurrent equity investment in Clearwire of $3.2 billion by Comcast, Time Warner Cable, Bright House Networks, Google, and Intel. (2008)

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)

Financial

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)

$220 million acquisition for Terra Nova Royalty Corp.*

Represented the acquirer in a registered tender offer for all of the common shares of Mass Financial Corp., a Barbados incorporated financial services company then trading on the Vienna Stock Exchange. (2010)

Acquisition for insurance organization

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

Payment Systems

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)

Food and Beverage

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.

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 Freshko Produce Services, Inc. by private equity firm*

Represented private equity firm in acquisition of large privately-held wholesale fruit and vegetable distributor. (2012)

Merger and restructuring of U.S. Pet Nutrition, Inc. and Darford Holdings, Inc.*

Represented U.S. pet food manufacturer in merger and new distribution and supply agreements with Canadian pet food manufacturer. (2012)

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)

Acquisition of multiple brands from U.S. Mills, Inc.*

Represented Attune Foods, Inc. in acquisition of multiple cereal brands from U.S. Mills, Inc. (2010)

Acquisition for Maruha Nichiro Seafoods, Inc.

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

Purchase of equity interest and assets for catering and entertainment company*

Advised on the acquisition of a reputable foreign-invested catering and entertainment company by a Singapore Stock Exchange listed company. (2009)

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 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)

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

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

Mining joint venture for Kaskanak Copper LLC

Negotiate mining joint venture regarding several hundred State of Alaska lode mining claims, including due diligence on claims, claim maintenance, negotiation of joint venture and joint venture documentation, formation of joint venture entities, and ongoing administration of joint venture. (Ongoing)

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)

Minority investment in Mexican infrastructure asset*

Advised IFM Investors in its acquisition of a 24.99% equity stake in the parent company of Concesionaria Mexiquense (Conmex), operator of a 110-km toll road system in Mexico City, for a final purchase price of approximately $610 million. (2015)

Acquisition for Sumitomo Forestry America

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

Acquisition of nationwide business operations for ProBuild

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

Acquisition for auto-parts client

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

$182 million competitive tender offer for Mercer International Inc.*

Acted for Mercer International Inc. in a take-over bid for Fibrek Inc., a mid-sized Canadian pulp producer, in the context of a competing unsolicited take-over bid by AbitibiBowater Inc. (2012)

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 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 Canadian holding company

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

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)

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)

Joint venture for manufacturing company*

Advised a multinational chemicals manufacturing company in its equity joint venture project. (2009)

Sale of business for Integrated Marine Systems, Inc.

Sale of marine equipment manufacturer and distributor. (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 for Granite Building Products, Inc.

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

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 business for Retail Fuel

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

Health Care

Acquisition

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

Acquisition of Spiracur Inc.*

Represented wound care company in acquisition by KCI USA Inc. (2015)

Adaugeo Healthcare Solutions

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

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

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)

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

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)

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)

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)

Providence Health & Services Strategic Alliance

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

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)

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)

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)

Securities transaction for Kaiser Permanente Ventures, LLC

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

SightLife affiliation with Lions Eye Bank

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

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)
* Denotes experience completed at a prior firm
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