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Mergers & Acquisitions

Media/Digital Media/Gaming

Acquisition of TVinteract

Represented TVinteract, a company that provides on-air social media tools for the broadcast industry, in its acquisition by Tagboard, a Seattle-based social media software company. (2014)

Stock sale of POP, Inc.

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

Sale of Point Reach

Represented Point Reach, Inc in its asset sale to Essence. (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)

Acquisition for Telefónica, S.A.*

Represented Telefónica in connection with the acquisition of a significant stake in Digital+, the pay per view TV business of Prisa Group, the world’s leading Spanish and Portuguese-language media group, in a transaction with an approximate total value of $480 million. (2009)

Technology and Software

Acquisitions and dispositions of technology businesses and assets for Microsoft Corporation

Strategic Investments, acquisitions and dispositions of technology businesses and assets, including the acquisition of IPv4 addresses from Nortel Network’s bankruptcy. (Ongoing)

Sale of CCS Printing

Represented CCS Printing in its acquisition by DCG West, a national marketing-solutions provider. DCG West is a partner company of Direct Connect Group, which services a variety of Fortune 500 companies. (2014)

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

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

Sale of business for CleverSet, Inc.

Represent technology company in merger transaction. (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

Acquisition for Clearwire Corporation*

Represented Clearwire in Sprint's acquisition of all equity interests in Clearwire which Sprint did not already own, implying a $14 billion enterprise value for Clearwire, and the unsolicited competing offer for Clearwire by DISH Networks. (2013)

Acquisition of Icom Canada operations

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

Sale of business for Mobiata, LLC

Represented Mobiata, LLC, a wireless travel application developer and provider, in a sale to Expedia, Inc. structured as a reverse triangular merger. (2010)

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

Merger for Clearwire Corporation*

Represented Clearwire in $14.5 billion merger of Sprint’s and Clearwire’s 4G businesses and 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

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

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

Acquisition and securitization of distressed assets*

Represented international credit institution in connection with acquisition and subsequent securitization of Spanish distressed pharmaceutical receivables in various transactions for an approximate aggregate value of $1.1Bn. (2012)

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)

WellPoint, Inc. acquisition of Amerigroup Corporation*

Represented WellPoint, Inc. in connection with a $3 billion unsecured bridge term loan credit facility in connection with WellPoint’s $5.5 billion acquisition of Amerigroup Corporation. (2012)

Asset sales for FDIC*

Represented FDIC in three asset sales for failed financial institutions with over $20 billion in assets. (2011)

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

Sale of business 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.

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)

Acquisition for Lactalis Group*

Represented Lactalis Group, a French leader in dairy products, in connection with the acquisition of Forlasa Group, a leader of the Spanish Manchego cheese market in a transaction with an approximate total value of $220 million. (2010)

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 negotiated $131,000,000 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 ASSA ABLOY*

Represented ASSA ABLOY AB in connection with its acquisition of U.S.-based 4Front Engineered Solutions, Inc., a leading manufacturer of equipment and accessories for warehouses and loading docks, pursuant to a Delaware law-governed Stock Purchase Agreement. (2013)

$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)

Acquisition of manufacturing company for buyer*

Represented strategic buyer in connection with $200 million bid to acquire and take private a publicly listed manufacturing company. (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 $125,000,000 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)

Acquisition of business for GenNx360

Represented private equity firm GenNx360 Capital Partners in its acquisition of Clariant Corp.'s specialty silicones business. (2009)

Joint venture for manufacturing company*

Advised a multi-national 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 $103,000,000 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)
* Denotes experience completed at a prior firm
Mergers & Acqusitions brochure
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