David J. Petersen

Represented client in the purchase of a 33% membership interest in an LLC that owns a low-income multifamily housing development. This transaction was particularly complicated given the regulatory approvals required from both the State of Oregon (in connection with the low-income housing status) and the U.S. Department of Housing and Urban Development (as the entity had a loan from HUD). This process of seeking approvals, coordinating updated applications, regulatory documents, and loan documents – involving repeated back and forth with the applicable governmental authorities – took over six months.

Represented residential subdivision developer in the sale of a public park site and a trail easement to local parks district. The parties had been unable to agree on a price or reimbursement of development costs, resulting in a complicated and drawn-out arbitration process. Assisted the client in negotiating a final purchase price and other terms to prevent need to complete the arbitration.

Represented client to negotiate an option to acquire bare land for development as part of a regional commercial center in Lynden, Washington, and to subsequently exercise the option and close on the property. The transaction required amendment of existing CC&Rs and a Development Agreement with the City, as well as negotiation of a complicated consent from an existing anchor tenant.

Represented client in acquisition of commercial property leased to prominent restaurant chain at a premier regional shopping center in Fredericksburg, Virginia.

Represented client to obtain a site certificate from the Oregon Energy Facility Siting Council to construct a 500 MW wind energy facility in Morrow and Umatilla Counties. The project faced stiff opposition from Umatilla County, some local landowners and a local anti-wind coalition. The project presented unique issues related to energy transmission, as the available corridors to connect the project to the interstate transmission grid were constrained and presented considerable development challenges. After a five-year process, including a contested case before an administrative hearings officer that was resolved by a successful motion for summary judgment over the opposition of the Department of Energy, the Council issued a site certificate authorizing construction of the facility.

Represented client in the purchase of the site of a prominent national chain restaurant under construction in Fresno, California. The property was part of an existing shopping center with an extensive and complicated title history. Tonkon Torp handled real estate evaluation, lease review and resolution of title issues on an expedited basis, as the agreement gave buyer less than three weeks to complete all due diligence.

Represented client in obtaining land use approvals for a 187-unit subdivision near Gresham, followed by the simultaneous acquisition of the land and the sale of the land and the land use approvals to a prominent national developer. The transaction required precise coordination of the two transactions and fast resolution of last-minute title issues in the face of a closing deadline that the seller would not agree to extend.

Represented nonprofit religious corporation in acquisition of assets of second nonprofit religious corporation, including church property and charter school lease, and refinancing of existing debt.

Represented client and his estate in the sale of investment property and the purchase of new investment property in a 1031 tax deferred exchange. The transaction presented unique tax and real estate issues due to the death of the client during the 1031 exchange period. Also, the new property required evaluation of environmental issues due to its former use as a gas station.

Represented FXI, Inc., a manufacturer of innovative foam technology headquartered in Media, Pennsylvania, in its acquisition of the Hickory Spring foam manufacturing facility located in NE Portland.

Represented a family trust in the sale of a $5.2 million commercial property, including the historic Village Theater, on the main commercial strip of downtown Coronado, California. The transaction involved the acquisition of fee title to a portion of the property ground leased from another trust, and the subsequent sale of the entire property. The transaction also posed complicated environmental issues due to the property's former use as a dry cleaners, but with Tonkon Torp's help the buyer was persuaded not to reduce its offered price due to environmental issues.

Represented Yakima Products, Inc. on all aspects of its purchase of an 89,000 square foot office building and 13-acre campus in Lake Oswego, Oregon for its new corporate headquarters. Advised client regarding potential land use and redevelopment issues. Also negotiated a lease termination agreement with Yakima's prior landlord.

Represented the owner of an entire block of downtown Portland in the sale of the block as part of a 1031 tax-deferred exchange, thereby facilitating two other purchase transactions in Portland and Salem for the client.

Successfully overturned an Oregon county's approval of a rezoning that would retroactively authorize over 20 years of zoning code violations, to the detriment of neighboring property owners.

Represented public utility in the negotiation of license agreements for the installation of solar facilities on several Portland area school buildings.

Represented prominent landowning family regarding organization and restructuring of extensive real estate holdings in San Diego area following death of family patriarch.

Represented Oregon tribe in the negotiation of a long-term ground lease of tribe property for operation of senior living facility serving tribal members.

Negotiated option for easement to Metro to design and possibly construct a "Riverwalk" public access route across PGE's hydroelectric facility to a viewing platform at Willamette Falls. The proposed Riverwalk is part of a redevelopment of Oregon City's industrial waterfront. The option from PGE unlocked significant redevelopment funds to Metro from the state of Oregon.

Represented hotel investor in sale of two Seattle area hotels and acquisition of a replacement hotel in a reverse 1031 exchange while simultaneously refinancing secured debt.

Aided developer in obtaining conditional use permit for a 104 megawatt wind energy facility in eastern Oregon, and successfully defended the permit on appeal. Assisted same developer in obtaining permit from Oregon Energy Facility Siting Council for 500MW wind project.

Successfully represented big box retailer in obtaining changes to City of Beaverton land use code to permit fueling station at site of existing store, and then obtaining conditional use permit for fueling station under revised regulations. Also obtained approval of fueling station at City of Tigard store over appeal by neighboring gas station owner.

Represented private equity firm in $200 million acquisition and development of five utility-scale wind projects in Eastern Oregon for sale of power to prominent Idaho utility.

Assisted client to complete the sale of 90 acres of undeveloped real property in Oceanside, CA, the last remaining large undeveloped coastal parcel between Camp Pendleton and the Mexican border. The client's family had tried unsuccessfully to sell the property for over 40 years. The current tenant of the property became obligated to purchase the property but instead filed litigation against the seller to delay the sale or create leverage. After foreclosure of the tenant's interests in the property, a third party buyer ultimately purchased the property for about 97% of the tenant's purchase price while also reimbursing the tenant's lender and funding a nuisance settlement with the tenant.

Represented seniors housing client in the formation of a joint venture with a Massachusetts developer to acquire a partial interest in a real estate sale agreement, and the acquisition of a portion of the property for the development of two assisted living facilities. The real estate transaction involved the subdivision of the property, creation of easements and other rights to the lots not acquired by the client, and the imposition of historical preservation and affordable housing covenants on the property as a condition of development. Also assisted the joint venture to obtain construction financing.

Herb Pharm is a grower and producer of organic herbs. The company purchased its original farm, still in operation, from the founders of the company.

Represented auto dealer client in the simultaneous purchase of dealership property, sale of vacant land, and amendment of lease to third property. Transaction also involved the resolution of thorny environmental issues affecting the acquired property with the Alaska Department of Environmental Conservation.

Represented shopping center developer in the sale of three adjacent parcels for retail development as part of the Birtcher Business Center in Vancouver, Washington. The first transaction closed in 2017 with Goodwill Industries of the Columbia-Willamette, which constructed a Goodwill retail outlet store on the site. The second and third transactions closed in 2018 and 2019 with Hurley Development, which is developing the sites as a retail shopping center adjacent to the nearby Goodwill and Walmart anchor stores.

Represented client in the acquisition of a Willamette Valley shopping center in completion of a 1031 exchange. The coronavirus crisis hit during the due diligence period, resulting in a massive drop-off in tenants' businesses and thereby drastically affecting the transaction pro forma. Assisted buyer to implement creative solutions with the seller to save the transaction by sharing the risk of reduced landlord revenues in the short term after closing.

Represented client as real estate counsel for funding and construction of 16 wind turbines in eastern Oregon. The project included three rounds of funding from lenders and investors which involved negotiation on the real estate provisions of the various financing agreements. Negotiated the acquisition of appropriate easements from various property owners and advised on real estate and interconnection issues with the buyer of electricity produced by the facilities. Final funding involved coordination of multiple levels of affiliated and unaffiliated companies for running various aspects of the facilities. Funding and construction concluded in December, 2020.

Represented client in the acquisition of bare land in Gresham, Oregon for development of a 250 lot subdivision, including negotiation of a secured purchase money loan and take-down agreements to sell the future lots to a residential homebuilder.

Represented two affiliated senior living facilities in the sale of the businesses and underlying real property. This sale involved a payoff of a Housing and Urban Development (HUD) loan and coordination with the buyer for a replacement HUD loan at closing. In light of reduced occupancy amidst COVID-19, Tonkon Torp assisted the parties in negotiating a purchase price holdback to be released to either buyers or seller over the course of a year based on post-closing occupancy rates.

Represented prominent Northwest auto group in acquisition of two major name brand dealerships in the I-5 corridor north of Seattle. Transaction included acquisition of franchises, business assets, inventory and real estate. Real estate interests included leases of Indian land thereby implicating complicated title and federal administrative law issues.

Provided local counsel to owner of utility-scale solar energy facility in Southern Oregon to convert construction debt for the facility to an operating term loan.

David had primary responsibility for the real estate aspects of the $1.2 billion sale of 146 seniors housing facilities arising out of the collapse and bankruptcy of Sunwest, the nation's largest privately-held seniors housing provider, resulting in sizeable recoveries for Sunwest's creditors and investors. 

Ongoing representation of Canada-based lender in series of development loans for residential and mixed use commercial development in Southern California.

Representation of landowner's series of agreements to implement the client's federal and state habitat conservation plans for threatened and endangered species.

Provided real estate counsel to the developer in the development and sale of over 1,250 MW of wind energy on over 100 parcels in eastern Washington. The operating projects are now a part of the renewable energy portfolio of a major Washington utility.

Counseled major Oregon utility on corporate, tax, finance and real estate issues surrounding three pioneering solar energy projects in the greater Portland area, including the first two installments of the Oregon Solar Highway, which seeks to use highway rights-of-way and rest stops for solar energy generation.

Represented client in $18.6 million loan transaction with FNMA to refinance independent living seniors housing facility in Novato, California.

Handles Oregon land use matters for Costco, including successful efforts to obtain approval for new Costco warehouses in Roseburg and Central Point, Oregon, and to construct gasoline stations at Costco's existing warehouses in Beaverton and Tigard, Oregon.

Served as Oregon counsel in the acquisition by a private equity firm of five utility-scale wind projects under development, for sale of electricity to a prominent Idaho utility.

Represents the developer of a 132-unit apartment project in Happy Valley, a suburb of Portland, on real estate and land use matters.

Faced with an immovable deadline and less than two weeks to document the transaction, David helped a large grocery store chain obtain $45 million in new financing secured by over 30 owned or leased properties in southern Oregon and northern California. With this financing, the grocer was able to emerge from Chapter 11 bankruptcy in record time and keep its stores open in many small and remote communities with few or no other grocery options.

Ongoing representation of several national and regional independent and assisted living owners in complex financing transactions, including securitization and defeasance transactions.

David had primary responsibility for the real estate aspects of the $1.2 billion sale of 146 senior housing facilities to Blackstone Real Estate Advisors, arising out of the collapse and bankruptcy of Sunwest, the nation's largest privately-held senior housing provider. The Sunwest bankruptcy was unprecedented in size, scope, and complexity in the State of Oregon. The real estate sale was a significant factor in obtaining sizeable recoveries for Sunwest's creditors and investors.

Helped a large grocery store chain obtain funds in new financing secured by over 30 owned or leased properties in southern Oregon and northern California.

Represented the developer in the development, construction and sale of 7.3 megawatts of solar energy projects in Eastern Oregon, including Oregon's largest operating solar facility, the 5 MW Outback project. 

Represented Eagle Newspapers in the sale of six of its weekly newspapers to Pamplin Media Group. The newspapers involved were the Woodburn Independent, Canby Herald, Newberg Graphic, Wilsonville Spokesman, Molalla Pioneer and Madras Pioneer. Eagle Newspapers is owned by former U.S. congressman Denny Smith. Pamplin Media Group is owned by businessman and philanthropist Dr. Robert Pamplin Jr.

Represented The Greenbrier Companies, Inc. in connection with acquisitions of operating assets of Rail Car America, Inc. (RCA), its American Hydraulics division, and its wholly-owned subsidiary, Brandon Corp., for $34 million.

Represented client in transaction to manage and potentially, in the future, acquire existing senior living facilities. The transaction involved complex issues of state licensing and regulatory oversight of facilities that receive state financial assistance.

Ongoing representation of several national and regional independent and assisted living owners in complex financing transactions, including securitization and defeasance transactions.