Andrew J. Schultheis

Andrew Schultheis has over 25 years of experience advising public and private companies on a broad array of matters, including corporate, securities, mergers and acquisitions, and regulatory matters. He also counsels companies on financing transactions, including public and private equity and debt offerings, and has structured and negotiated numerous key mergers, acquisitions, and divestitures throughout his career—including at Sterling Financial Corporation, a $10 billion bank holding company, where he served as executive vice president, general counsel and corporate secretary and was a member of the executive team that led Sterling's remarkable turnaround. Andrew was also responsible for enterprise-wide management of legal risk and legal expense, and was centrally involved in the structure, negotiation, and oversight of M&A and divestiture transactions, in addition to securities law compliance, corporate governance and fiduciary issues. Andrew came to Sterling from the law firm of Witherspoon Kelley, where he worked with a range of public and private companies, including serving as Sterling's primary counsel. Prior to that, he practiced at Fenwick & West LLP, a Silicon Valley-based law firm.

Andrew has represented public companies in a broad array of matters, including corporate governance, securities law compliance, general corporate matters, and analyzing and establishing adequate takeover defenses, including poison pills. He has also represented private, startup companies in a variety of matters, including incorporation and initial capitalization, shareholder and board fiduciary duties, equity plan adoption and administration, venture capital financings, secured loan facilities, and other business transactions.

Andrew has extensive experience in merger and acquisition transactions. Significant mergers and acquisitions Andrew has worked on include:

• VeriSign, Inc.'s $17 billion acquisition of Network Solutions, Inc.
• Symantec's $13.5 billion acquisition of Veritas Software
• Plum Creek's $8.4 billion merger with Weyerhaeuser
• Sterling's $2.0 billion acquisition by Umpqua Holdings Corporation
• Elantec Semiconductor, Inc.'s $1.4 billion acquisition by Intersil Corporation
• VeriSign, Inc.'s $1.2 billion acquisition of Illuminet Holdings, Inc.
• At Home Corporation's $780 million acquisition of Bluemountain.com
• Cisco Systems, Inc.'s $500 million acquisition of The Linksys Group
• Macromedia, Inc.'s $360 million acquisition of Allaire Corporation
• Sterling's $335 million acquisition of Northern Empire Bancshares
• Handspring, Inc.'s $280 million acquisition by Palm, Inc.
• Empire Health Services' $272 million acquisition by Community Health Systems
• Sterling's $170 million acquisition of FirstBank NW
• Vicinity Corporation's $96 million acquisition by Microsoft Corporation
• Sterling's $66 million acquisition of Lynnwood Financial Group
• Cisco Systems, Inc.'s $55 million acquisition of dynamicsoft Inc.
• Sterling's $43 million acquisition of Commerce National Bank
• Intuit Inc.'s $42 million acquisition of OMware, Inc.

Andrew also has extensive transactional experience representing companies, as well as investment banks, venture capital and private equity firms and other investors in a variety of corporate finance transactions, including public offerings of debt and equity, shelf registrations and "takedown" financings, private investments in public companies ("PIPES" transactions), and venture capital and other financings of private companies. Representative public company securities offerings Andrew has worked on include offerings by Banner Bancorporation, California Micro Devices Corporation, Exodus Communications, Inc., Flextronics International Ltd., Handspring, Inc., Homestore, Inc., HPL Technologies, IGN Entertainment, Inc., Lexar Media, Inc., Neoforma.com, Inc., Northwest Bancorporation, Shopping.com Ltd., Sterling Financial Corporation (including its $730 million recapitalization transaction by private equity investors), Transmeta Corporation, and Ventro Corporation.