Ferdinand Ruplin

Ferdinand Ruplin

Partner

503.802.2029
ferdie.ruplin@tonkon.com

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Services & Industries

Education

J.D., cum laude, Fordham University School of Law, 2016
B.S., Fordham University, 2013

Bar & Court Admissions

Oregon State Bar
Washington State Bar Association
New Jersy State Bar
New York State Bar

Ferdie’s practice emphasizes mergers and acquisitions, and a range of corporate and business matters. He regularly advises private and nonprofit entities with respect to mergers and acquisitions, corporate governance, securities and financings, and other general corporate matters. He also assists clients with contract negotiations and equity ownership disputes.

Ferdie has significant experience working in highly regulated industries, with a focus on the cannabis industry and financial services industry. He serves as Chair of Tonkon Torp’s Cannabis Group and has a deep understanding of the regulatory framework for OLCC and ODA regulated producers, processors, and retailers. Ferdie is a member of the Executive Committee of the Cannabis & Psychedelics Law Section of the Oregon State Bar and chairs its CLE Subcommittee.

Throughout the pandemic, as a component of his corporate finance work, Ferdie helped clients navigate the ever-changing requirements applicable to Paycheck Protection Program (“PPP”) loans and forgiveness. He has also advised on strategies for handling PPP loans in M&A and other transactions.

Ferdie is also a member of the board of directors for NuProject, which provides capital resources and mentorship for BIPOC cannabis business owners and serves as a platform for national and state equity policy development and advocacy.

Outside of the office, Ferdie plays guitar, violin, and piano and has a black belt in jiu-jitsu. He enjoys spending time outdoors with his wife, Hopi, their two sons, Jude and Magnus, and their golden retriever, Wally.

Get to Know

When he was four years old, Ferdie Ruplin picked up a violin and was drawn into a life-long love affair with music. By age 12, he was playing guitar and piano, and would continue music lessons through high school. Ferdie got involved in the college band circuit while attending undergrad at Fordham University and, in 2011, he auditioned for “American Idol,” the popular singing competition TV show. At the time, the production didn’t allow hopeful contestants to play instruments, but Ferdie still made it through four audition rounds – high enough in the process to meet the celebrity judges – singing hits by Ray LaMontagne, James Morrison, and Gavin DeGraw.

Although he didn’t make the final selection for that season of American Idol, the audition process provoked a professional crossroads for Ferdie, who ultimately decided to pursue a career in law. From his intense years of legal study at Fordham University’s School of Law, through to his current work as a busy cannabis and business lawyer at Tonkon Torp, Ferdie has always turned to music to help him decompress and bring clarity to his thinking. In addition to continuing with piano and guitar, Ferdie has recently picked up the ukulele and is learning lullabies to sing to his two young children.

Representative Matters

Mergers and Acquisitions

  • Represented Malarkey Roofing Products, a leading North-American roofing manufacturer, in its $1.35 billion stock sale to Holcim Group, a Swiss multinational company.
  • Represented Shields Manufacturing, a manufacturer of high-precision machined components and assemblies, in its stock sale to a strategic buyer.
  • Represented Netrush, an Amazon retailer and leader in e-commerce marketplace services, in connection with a significant strategic investment from Insignia Capital Group, a private equity firm.
  • Represented Monster Electric, a distributor of electrical component parts, in its stock sale to a private equity group.
  • Represented an executive coaching company in its recapitalization and sale of a minority interest to a private equity group for $9 million.
  • Represented a SaaS wellness company in its sale to a private equity group for $6 million.
  • Represented a business-to-business software services provider in the sale of its assets to a strategic buyer for $10 million.
  • Represented a California-based fencing manufacturer in its sale to a strategic buyer for $3 million.
  • Regularly represent state-licensed cannabis producers, processors, and retailers in connection with the sale of their licenses and other assets.

Corporate Finance Representation

  • Represented a SaaS business in its $10 million Series A financing.
  • Represented a cannabis MSO in its $15 million debt financing.

Private Fund Representation

  • Represented CarVal Investors, an alternative investment manager with $17.7 billion AUM, in connection with its launch of multiple private investment funds focused on investing in distressed credit markets and distressed assets.
  • Represented AllianceBernstein, a global asset management firm, in connection with its private fund offering documents.
  • Represented MGG Investment Group, an alternative investment manager, in connection with the launch of several private investment funds focused on middle-market lending.

Tonkon Torp Helps Starting Line Sailing Chart Course for Global Growth

Tonkon Torp celebrates the successful acquisition of an exclusive licensing arrangement for its client Starting Line Sailing, a custom sailboat manufacturer with operations and distribution channels throughout the world.

Tonkon Torp Helps Malarkey Roofing Company Construct a Billion-Plus Sale Strategy

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.

Community Involvement & Activities

NuProject
2022-Present, Board of Directors

Oregon State Bar Cannabis & Psychedelics Law Section
Member, Executive Committee
Chair, CLE Subcommittee


Professional Memberships

Multnomah Bar Association

The Best Lawyers in America

2023-2024, Ones to Watch – Banking and Finance Law
2023-2024, Ones to Watch – Corporate Law

Super Lawyers

2023, Oregon Rising Star – Mergers & Acquisitions

Read More

Tonkon Torp Elects Three Attorneys to Partnership

Tonkon Torp LLP has elected attorneys Lauren Bernton, Will Gent, and Ferdinand Ruplin to its partnership, effective January 1, 2024.

Best Lawyers in America® Names 17 Tonkon Torp Attorneys to 2024 Ones to Watch List

Seventeen Tonkon Torp lawyers representing 18 practice groups have been named to The Best Lawyers in America 2024 Ones to Watch directory. Best Lawyers: Ones to Watch is a peer-review honor that acknowledges the professional excellence of attorneys who have been in private practice for less than 10 years.

39 Tonkon Torp Attorneys Honored on 2023 Super Lawyers Lists

Thirty-nine Tonkon Torp attorneys in 12 practice areas have been included in the 2023 Oregon Super Lawyers or Rising Stars lists.

Ferdie Ruplin Joins Board of Directors for NuProject

Tonkon Torp attorney Ferdinand (Ferdie) Ruplin has joined the Board of Directors of NuProject. NuProject is an Oregon public benefit company working to build generational wealth via the legal cannabis industry. In this role, Ruplin will provide legal counsel and support to the board and organization.

Tonkon Torp Names Ferdie Ruplin Co-Chair of Cannabis Industry Group

Tonkon Torp has appointed attorney Ferdinand (Ferdie) Ruplin as Co-Chair of its Cannabis Industry Group.

All News Items

Distressed Cannabis Companies Find Hope with New Bankruptcy Ruling, Potential Substance Rescheduling

By Ferdinand Ruplin and Danny Newman – A recent court decision shows an evolving stance toward cannabis companies facing financial distress and seeking bankruptcy protection. Taken together with the U.S. Department of Health and Human Services recommending that cannabis be rescheduled to Schedule III of the Controlled Substances Act, there is hope that cannabis companies will have the ability to take advantage of federal bankruptcy protection in the near future.

OLCC to Enact Tax Compliance Rule for Cannabis Retailers

By Ferdinand Ruplin and Yalda Bahramian – The Oregon Liquor and Cannabis Commission (OLCC) is set to adopt a new temporary emergency tax compliance rule for cannabis retailers that will be problematic for many in the industry. The rule, which is in response to Governor Kotek’s directive to make state tax compliance a requirement for the issuance or renewal of OLCC retail licenses, is expected to be enacted at the OLCC’s June 15 meeting and take effect immediately on the following day.

Bankruptcy Doors Open a Little Wider to Cannabis Companies

By Danny Newman, Ferdie Ruplin, Jessica Morgan, and Ava Schoen – In January, a California bankruptcy court issued an opinion providing another lifeline to cannabis companies that could benefit from the protection of the federal bankruptcy code – to reorganize or liquidate assets.

Why Struggling Cannabis Companies May Want to Turn to a Receivership

By Ferdinand Ruplin and Yalda Bahramian – The cannabis industry in Oregon has been struggling in recent years. In addition to being impacted by inflation and an ailing economy, vast overproduction of cannabis in the state has caused prices to fall.

OLCC Escalates Minor Decoy Activity in Effort to Increase Compliance

By Ferdie Ruplin and Yalda Bahramian – Cannabis retailers in Oregon should be on high alert, as inspectors from the Oregon Liquor and Cannabis Commission’s (OLCC) Marijuana Program have begun to ramp up the number of Minor Decoy Operations (MDOs) being conducted across the state.

All Alerts Items

Publications & Presentations

“Bankruptcy Doors Open a Little Wider to Cannabis Companies,” Tonkon Torp Legal Update, Feb. 2023

“Why Struggling Cannabis Companies May Want to Turn to a Receivership,” Portland Business Journal, Dec. 2022

“OLCC Escalates Minor Decoy Activity in Effort to Increase Compliance,” Tonkon Torp Legal Update, Sept. 2022

“Immediate Changes for Hemp Growers and Sales in Oregon,” Tonkon Torp Legal Update, Sept. 2021

“New Legislation Gives OLCC More Oversight Over the Hemp Industry and Delta-8 THC,” Tonkon Torp Legal Update, Aug. 2021

“PPP Round 2: Nonprofit Eligibility, Application Deadline, and Tax Impacts,” Tonkon Torp Legal Update, March 2021

“PPP Round 2: Who Is Eligible, What Expenses Can Be Paid, And What Is the Tax Treatment?,” Portland Business Journal, Feb. 2021

“New Round of PPP Loans and Tax Breaks in Year End Stimulus Package,” Tonkon Torp Legal Update, Dec. 2020

“Was My PPP Loan Necessary (In Hindsight)? SBA Seeks Additional Information from PPP Borrowers with Loans of $2 Million or More,” Tonkon Torp Legal Update, Nov. 2020

“SBA Issues New Guidance Regarding Changes of Ownership for PPP Borrowers,” Tonkon Torp Legal Update, Oct. 2020

“PPP Update: EZ Forgiveness Application and New Guidance,” June 2020

Panelist, “PPP Loan Forgiveness: Now, Later, Never?” June 2020

“PPP Update: Passage of Paycheck Protection Program Flexibility Act,” Tonkon Torp Legal Update, June 2020

“Cares Act Pitfalls – Ensuring Loan Forgiveness,” Allium Financial Advisors, June 2020

“Market Conditions in Oregon and Washington Evidencing Uncertainty for PPP Loan Certification,” Tonon Torp Legal Update, May 2020

“PPP Loan Certification Guidance – Should I Give the Money Back?” Tonkon Torp Legal Update, May 2020

“FAQ: COVID-19 Impact & Financial Resources for Businesses,” Tonkon Torp Legal Update, April 2020

Panelist, “A Pandemic Primer for Cannabis Businesses – Unique Challenges for a Unique Industry,” April 2020

Panelist, “The COVID-19 Pandemic – A Legal Perspective,“ TiE Oregon, April 2020

“Hemp and the Pitfalls of the USDA’s Interim Final Rule,” Portland Business Journal, April 2020

“Main Street Lending Program for Small to Mid-Sized Businesses,” Tonkon Torp Legal Update, April 2020

“Supplemental FAQ for SBA Loans under the CARES Act – Paycheck Protection Program,” Tonkon Torp Legal Update, April 2020

“FAQ for SBA Loans for Businesses under the CARES Act,” Tonkon Torp Legal Update, March 2020