Services & Industries
J.D., cum laude, Indiana University School of Law, Indianapolis, 2009
B.A., with honors, Portland State University, 2003
Bar & Court Admissions
Oregon State Bar
Drea’s practice focuses on securities, corporate governance, corporate finance, mergers and acquisitions, and general corporate matters. She has experience in SEC reporting and disclosure, initial public offerings, advising on state and federal securities laws, and raising capital through private placements of equity and debt securities. Drea also advises clients on general business issues, frequently serving as outside general counsel to her clients, and advising on issues including entity formation, contract negotiation, and business transition planning.
Throughout the pandemic, as a component of her corporate finance work, Drea has helped her clients navigate the ever-changing requirements applicable to Paycheck Protection Program (“PPP”) loans and forgiveness. She also advises on strategies for handling PPP loans in M&A and other transactions.
Drea is the co-author of the financing chapter for Advising Oregon Businesses. She frequently speaks and writes on finance, M&A, and business succession topics.
Outside of the office, Drea enjoys adventuring with her wife and young son, travelling, salsa dancing, camping, and skiing.
Sale of Specialty Pharmacy Company
Represented seller in the restructure and sale of a 51% interest in a specialty pharmacy company.
First Mortgage Bond Offering
In November and December 2020, Tonkon Torp represented PGE in its offering of $230,000,000 First Mortgage Bonds in two tranches ($160,000,000, 1.84% Series due 2027 and $70,000,000, 2.32% Series due 2032).
Sale of BG Radia
Represented BG Radia in the sale of their business of developing and producing loudspeaker systems to a company that is the leading producer of visual, audio and collaboration systems.
Opus Agency Equity Investment Transaction
Represented client Opus Agency in a significant equity transaction with private equity firm Fan Creek Capital, providing substantial additional growth capital to Opus.
Acquisition of Bioscience Company
Represented TomegaVax in its acquisition by Vir Bio – a company counting ARCH Venture Partners and the Gates Foundation among its investor group. TomegaVax works to develop vaccine therapies and preventions for major infectious diseases, including AIDS, malaria, hepatitis, and tuberculosis.
Facilitation of Key Technology Merger
Represented Key Technology in its acquisition of Belgium-based Visys N.V. The deal, valued at approximately $21 million, created a single, complete source of high-performance digital sorting technologies for food processing and other industrial markets. The transaction involved substantial due diligence regarding intellectual property litigation matters and the acquisition of a company partially owned by Belgian regional government entities.
Tonkon Torp guided client Herbert Malarkey Roofing Company through a successful $1.35 billion stock sale to Switzerland-based Holcim Group, one of the world’s largest building products companies. The deal secured a place as one of Oregon’s largest M&A transactions in 2021.
Tonkon Torp represented Paulson Investment Company, Inc., a national leader in public offerings of small and emerging growth companies, in the Methes Energies International Ltd. IPO that closed October 29, 2012 – the only 2012 IPO with Oregon-based counsel.
Tonkon Torp’s Mergers & Acquisition practice group represented client Opus Agency in a significant equity transaction with private equity firm Fan Creek Capital, providing substantial additional growth capital to Opus. Opus, a global corporate events and experiential marketing agency headquartered in Beaverton, Oregon, serves Fortune 1000 clients such as Salesforce, Amazon, Intel and Alaska Airlines.
Tonkon Torp acted as Oregon corporate counsel for its long-term client The Greenbrier Companies, Inc. in finalizing a 50/50 joint venture with Watco Companies, L.L.C. The venture combines the two companies’ railcar repair, refurbishment and maintenance businesses into a new organization, GBW Railcar Services, LLC.
Tonkon Torp was counsel to privately held Avid Health, Inc. in its cash sale to Church & Dwight Co Inc., a Princeton, New Jersey based, publicly traded consumer products company with a portfolio of personal care and household product brands.
Tonkon Torp represented Key Technology in its acquisition of Belgium-based Visys N.V. The deal, valued at approximately $21 million, created a single source of high-performance sorting technologies for food processing and other industrial markets. Find details and more featured cases here.
The acquisition of Tonkon Torp client TomegaVax by San Francisco-based Vir Biotechnology marks a significant boom for Oregon’s growing role in the bioscience industry. Find details and more featured cases here.
Community Involvement & Activities
Oregon State Bar
Securities Regulation Section Executive Committee
Artists Repertory Theatre
Building Committee Chair
Business for Culture and the Arts
Art of Leadership Program 2014
Multnomah Bar Association
Fifty-three Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2022
Partners from Tonkon Torp’s Business and Bankruptcy Departments hosted a webinar on October 15 to look at M&A prospects and strategies for late 2020 and beyond. The panel was moderated by Sherrill Corbett and featured Claire Brown, Tim Conway, and Drea Schmidt.
Twenty-six Tonkon Torp attorneys in nine practice areas have been included in the 2020 Oregon Super Lawyers or Rising Stars lists. Tonkon Torp partner and bankruptcy authority Albert N. Kennedy has been once again recognized on the Top 50 list of lawyers rated most highly by their peers statewide.
Attorneys from Tonkon Torp’s Business Department hosted a webinar to share information on the Paycheck Protection Program (PPP) EZ Forgiveness Application and other new guidance on the PPP. The program was moderated by Partner Drea Schmidt and featured attorneys Betsy Judd and Ferdie Ruplin.
Tonkon Torp attorneys hosted a roundtable discussion on the Paycheck Protection Program Flexibility Act (Flexibility Act) and how it has changed the terms and timelines for PPP loans. The program was moderated by Jeff Cronn, Co-Chair of the firm’s Business Department, and featured attorneys Drea Schmidt and Ferdie Ruplin.
It is an open secret that many business owners, no matter how organized, regularly neglect an important task—developing their exit strategy.
On June 17, 2020, the U.S. Small Business Administration (“SBA”) published an abbreviated “EZ” forgiveness application and accompanying instructions (“EZ Forgiveness Application”) for certain eligible borrowers under the Paycheck Protection Program (“PPP”) as included in the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”).
On May 13, 2020, the Small Business Administration (“SBA”) published an interim final rule (“IFR”) allowing certain partnerships that applied for Paycheck Protection Program (“PPP”) loans but did not include partner income in “payroll costs” to amend their loan applications to include partner compensation. Notably, modification is permitted even if the PPP loan has already been disbursed. Although not explicitly stated, the IFR should apply equally to LLCs taxed as partnerships, permitting LLC members to increase PPP loan amounts to include member draws.
Over the past few weeks, many of our clients who have received Paycheck Protection Program (“PPP”) loans have expressed concern about whether they had adequate basis to certify that their PPP loan request was necessary to support ongoing business operations
Reducing Employee Headcount – If the average number of a borrower’s full-time equivalent (FTE) employees during the eight-week period following origination is reduced compared to a pre-crisis comparison period, then the forgivable amount of your loan will be proportionately reduced. However, if a previously laid-off employee declines a rehire offer from the borrower, provided that certain documentation procedures are followed, that employee will not count against the borrower for forgiveness reduction purposes.
Publications & Presentations
“Business Transition Planning in a Pandemic,” 2021 BizStrategies Annual, Portland Business Journal, February 2021
“Business Strategies: A Look Ahead at Financing and M&A Opportunities in 2021,” Portland Business Journal, February 2021
“M&A Activity Is Rebounding. Are Portland’s PPP Borrowers Ready to Play?” Portland Business Journal, November 2020
Panelist, “To Sell or Not To Sell: M&A Prospects in Late 2020 and Beyond,” October 2020
Moderator, “PPP Update: EZ Forgiveness Application and New Guidance,” June 2020
“PPP Loan Updates: EZ Forgiveness Application, Updated Guidance, and More,” Tonkon Torp Legal Update, June 2020
Panelist, “PPP Loan Forgiveness: Now, Later, Never?” June 2020
“PPP Loan Forgiveness: What Do We Do Now?” May 2020
“SBA Allows Some Borrowers to Increase PPP Loan Amounts, but You Must Act Fast!” Tonkon Torp Legal Update, May 2020
“Was My PPP Loan ‘Necessary’? Updated SBA Guidance on Loan Certification,” Tonkon Torp Legal Update, May 2020
“5 Practical Tips for Maximizing Forgiveness of Your PPP Loan,” Tonkon Torp Legal Update, May 2020
“PPP Loan Certification Guidance – Should I Give the Money Back?” Tonkon Torp Legal Update, May 2020
Panelist, “Preparing to Thrive in the Recovery: Cash Flow, PPP Loans, and Alternative Capital,” April 2020
“Is COVID-19 Force Majeure in a Commercial Contract?” Tonkon Torp Legal Update, March 2020
“Crowdfunding Update and Capital-Raising Strategies for 2017,” June 2017
“Shaking the Fundraising Tree,” May 2016
“Fundraising Strategies for Startups,” October 2015
“New Rules Permitting Crowdfunding in Oregon,” Oregon State Bar Business Law Section, June 2015
“Crowdfunding and General Solicitation Rules,” University of Oregon Portland Branch, February 2014
“Private Placements: General Solicitation, Bad Actors and Other Developments,” OSB Securities Regulation Section, November 2013
“Entrepreneurs Forge Ahead with ‘Crowdfunding’ Alternatives,” Daily Journal of Commerce, August 2013