Justin Denton

Justin Denton

Partner

503.802.2117
justin.denton@tonkon.com

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Services & Industries

Education

J.D., magna cum laude, Brigham Young University J. Reuben Clark Law School, 1997

B.A., cum laude, Brigham Young University, 1994

Bar & Court Admissions

Oregon State Bar

Justin has a practical, “plain-English” approach to practicing law. He works hard to solve problems creatively, instead of focusing on why outcomes don’t seem possible.

Justin’s practice focuses on mergers and acquisitions, corporate finance, joint ventures, and other complex transactions. Justin also serves as outside general counsel to dozens of national, regional, and local privately-held companies.

He represents clients in many industries, including auto dealerships, seniors housing, sports, manufacturing, and professional services (engineering, architectural, health care, and legal).

Justin is the past Chair of the Oregon State Bar Business Law Section. He frequently presents legal education courses to lawyers in areas of his expertise.

Outside the office, Justin is passionate about his family, running marathons, backpacking, and fishing. He also enjoys traveling internationally, and speaks conversational Tagalog (Filipino).

Representative Matters

Recent Mergers & Acquisitions Work Highlights

Represented Moda Health in its corporate restructure and sale of a 49.5% interest in its business for more than $150 million.

Represented 60-year-old family-owned company in its $475 million sale to private equity group.

Structured and provides on-going counsel to joint venture that develops seniors housing facilities across the United States and Canada.

Restructured joint venture and split up assets worth more than $300 million.

Part of team of Tonkon lawyers that developed and implemented Chapter 11 bankruptcy restructure of more than 700 entities with obligations owing to over 90 secured lenders, including the sale of 146 senior living facilities for $1.2 billion.

Represented clients buying, selling, and financing hotels, professional firms, auto dealerships, portfolios of seniors housing facilities, and other types of assets.

Represented group of cardiothoracic surgeons in negotiating a long-term exclusive provider relationship with Providence Health Services.

Successfully collected $20 million reverse-termination fee in failed strategic sale of international company.

Represented retiring owners in sales of majority interests in local, regional, and national companies, including a merchant bank, a crane company, and a uniform manufacturing company.

Represented borrowers in financing hotels, senior housing facilities and other real estate assets.

Represented Moda Partners family of companies in creating a specialty pharmacy and infusion joint venture with PeaceHealth.

Represented physicians and pharmacists in restructuring and selling their practice for $100,000,000.

Represented founders in selling multi-state manufacturing company.

In re Stayton SW Assisted Living, L.L.C. (the Consolidated Sunwest Related Entities)

(Bankr. D. Or.) – Tonkon represented debtor, Stayton SW Assisted Living, L.L.C., and over 700 substantially consolidated affiliates, in a Chapter 11 proceeding that resulted in a confirmed Plan of Reorganization. The biggest and most complex bankruptcy case ever filed in Oregon, the consolidation, restructuring and $1.2 billion sale involving over 700 of Sunwest entities demanded legal expertise in bankruptcy, securities, tax, real estate, corporate governance, litigation, mergers and acquisitions, regulated industries and commercial transactions. Al Kennedy and Tim Conway worked with a team of Tonkon lawyers and paralegals who developed and executed a complex resolution that restructured obligations owing to over 90 secured lenders, sold 146 senior living facilities (including approximately 1,200 tenant-in-common interests held by investors), and resulted in distributions to creditors and investors exceeding 100% of their claims.

Acquisition of Land For Commercial Development

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.

Hotel Purchase, Sale, Financing, and 1031 Exchange

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.

Sale of Specialty Pharmacy Company

Represented seller in the restructure and sale of a 51% interest in a specialty pharmacy company.

Development of Massachusetts Senior Living Facilities

Represented senior living 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.

Represented Auto Dealer in Simultaneous Property Transactions

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 NW Auto Group in Acquisition of Name Brand Dealerships

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.

Corporate Formation of Online Services Company

Assisted start-up business engaged in providing online services to consumers and retailers in corporate formation, including drafting its articles of incorporation, bylaws, subscription agreement and shareholders agreement.

Sale of Apartment Complex

Represented seller of an apartment complex.

Sale of Best Western Inn

Represented seller of Best Western Inn.

Refinance of Seatac Holiday Inn

Represented the owner of Seatac Holiday Inn in obtaining a $21,700,000 loan from Laddes Capital.

Forming a Specialty Pharmacy and Infusion Joint Venture

Represented Moda Partners family of companies in creating a specialty pharmacy and infusion joint venture with PeaceHealth.

Joint Venture Between Pharmaceutical Companies

Represented owner of a pharmaceutical company in its joint venture with a second pharmaceutical company.

Sale of Store

Represened shareholders of a store in a sale of 100% of the company's stock.

Greenbrier MA: Mexican Wheeling and Dealing

When Oregon-based The Greenbrier Companies, Inc. decided to buy out its joint venture partner’s interest in the Greenbrier-Concarril venture in Mexico, it turned to longtime counsel Tonkon Torp to assist in structuring the transaction.

Tonkon Torp Leads Moda Health Through Corporate Restructure and $155 Million Sale

Tonkon Torp led client Moda Health through its high-profile corporate restructure and $155 million stock sale to Delta Dental of California.

Tonkon Torp Helps Create Oregon Benefit Companies

Tonkon Torp client Rogue Creamery became the first Oregon enterprise to become a Benefit Company on January 1, 2014, the date Oregon’s new law went into effect. Find details and more featured cases here.

Tonkon Torp Pilots Smooth Landing in Columbia Helicopters Sale

Tonkon Torp led one of Oregon’s most notable M&A deals of 2019 for its client, Columbia Helicopters. Founded in 1957, Columbia Helicopters, Inc. (CHI) is one of Oregon’s most recognizable brands.

Community Involvement & Activities

Oregon State Bar Business Section
Past Chair, Executive Committee Member

Oregon State Bar Subcommittee
Oregon Limited Liability Company Act
Oregon Business Corporation Act

City Finance Committee
Past Member

Youth Basketball Coach
Basketball Referee


Professional Memberships

American Bar Association
Multnomah Bar Association

The Best Lawyers in America

2014-2022, Business Organizations (including LLCs and Partnerships)
2017-2022, Closely Held Companies & Family Businesses Law
2018-2022, Mergers & Acquisitions Law
2021, Lawyer of the Year – Mergers & Acquisitions Law, Portland
2014, Lawyer of the Year – Business Organizations (including LLCs and Partnerships), Portland

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Chambers USA: America's Leading Lawyers

2022, Corporate/M&A

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Super Lawyers

2018-2022, Oregon Super Lawyer – Business/Corporate

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Best Lawyers in America® Includes 53 Tonkon Torp Attorneys on 2023 List

Fifty-three Tonkon Torp lawyers representing 37 practice areas have been selected for inclusion in The Best Lawyers in America® 2023. Nearly all the attorneys have been previously named to the peer-review list, and most have been listed for more than 10 years.

31 Tonkon Torp Attorneys Honored on 2022 Super Lawyers Lists

Thirty-one Tonkon Torp attorneys in 11 practice areas have been included in the 2022 Oregon Super Lawyers or Rising Stars

Chambers USA 2022 Ranks 28 Tonkon Torp Attorneys

Chambers USA has recognized 28 Tonkon Torp attorneys in eight practice areas in its Chambers USA 2022 Guide.

Best Lawyers in America® Includes 53 Tonkon Torp Attorneys on 2022 List

Fifty-three Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2022

26 Tonkon Torp Attorneys Honored on 2021 Super Lawyers Lists

Twenty-six Tonkon Torp attorneys in nine practice areas have been included in the 2021 Oregon Super Lawyers or Rising Stars lists.

All News Items

Publications & Presentations

“Dealership Sales and Acquisitions,” 2019 Northwest Dealerships Seminar, September 2019

“I Have a Family Business to Run – Why Should I Worry About a Shareholders Agreement?” Austin Family Business Program, Oregon State University, April 2019

“Best Practices in Crafting and Defending Shareholder Agreements,” OSB Business Law Section, June 2018

Panelist, “Succession Planning Thought Leader Forum,” Portland Business Journal, May 2018

“Structuring Equity Compensation in Limited Liability Companies and Partnerships,” Business Law 2014: From Private M&A to Cybersecurity and Privacy Law, OSB Business Law Section, November 2014

“Buy-Sell Developments for Auto Dealers,” 2014 Northwest Dealership Seminar, June 2014

“Spinning Plates – Giving Back and Finding Balance in Life and the Law,” J. Reuben Clark Law Society – Portland Chapter, April 2014

“Carefully Structure LLCs to Avoid Unintended Consequences,” Daily Journal of Commerce, March 2012

“Protecting Both Ethnic Minorities and the Equal Protection Clause: Resolving the Dilemma of Language-Based Peremptory Challenges,” BYU Law Review, 101, 1997