Justin Denton

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.

(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.

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 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.

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

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 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 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.

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.

Represented seller of an apartment complex.

Represented seller of Best Western Inn.

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

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

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

Represented shareholders of a store in a sale of 100% of the company’s stock.