Services & Industries
J.D., Cornell Law School, 1976
B.A., Hamilton College, 1973
Bar & Court Admissions
Oregon State Bar
New York State Bar
District of Columbia Bar
Tom specializes in securities and corporate transactions, including mergers and acquisitions, public offerings, and private placements. General corporate counseling — including representation of special committees of directors, corporate governance issues, and SEC reporting and disclosure matters — is an important part of his practice. Tom was the Chair of Tonkon Torp’s Corporate Finance & Transactions Practice Group from 1994 through 2018.
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.
Key Technology, Inc.
Representation of Key Technology, Inc. in its sale for $175 million to Duravant LLC through a tender offer followed by a merger.
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).
Successfully Navigated DOJ Antitrust Concerns for NORPAC Foods Bankruptcy
Tonkon represents NORPAC Foods, Inc. and its affiliates as debtors-in-possession in their chapter 11 bankruptcy cases. The case has included two major asset sales, the first of which caused the United States Department of Justice Antitrust Division to withhold approval and investigate potential anticompetitive impacts and other antitrust violations. Tonkon worked with the DOJ through its investigation by submitting voluntary document productions, offering key witnesses for interviews, and submitting white papers on various legal issues. The DOJ eventually closed its investigation without taking any action and the sale proceeded without incident.
Sale of Industrial Production Facility and Related Technology
Representation of sellers in $100 million+ sale of industrial production facility to private equity buyer. Operating company recognized to have the best available technology for the manufacturing of its industrial products.
Nike Sale to Iconix Brand Group
Represented Nike, Inc. in connection with the sale of Official Starter brand assets to Iconix Brand Group for $60 million.
Nike Sale to Kohlberg & Co.
Represented Nike, Inc. in connection with the sale of NIKE Bauer Hockey, Inc. to Kohlberg & Co. for $200 million.
Nike Acquisition of Starter
Represented Nike, Inc. in connection with the acquisition of Starter for $43 million.
Sale of Store
Represened shareholders of a store in a sale of 100% of the company's stock.
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.
Meridian Rail Holdings Corporation Stock Acquisitions
Represented The Greenbrier Companies, Inc. in connection with acquisitions of stock of Meridian Rail Holdings Corporation for approximately $230 million.
Acquisition of UpWind Solutions
Represented Vestas, the world's largest manufacturer of wind turbines, in the $60 million acquisition of UpWind Solutions, Inc., an independent service provider for wind turbines in nine US states.
Acquisitions of Operating Assets
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.
Acquisition of Assets of American Allied
Represented The Greenbrier Companies, Inc. in connection with acquisitions of assets of American Allied and related entities for $83 million.
Assisted international athletic footwear company with crafting and implementing policies and procedures to ensure compliance with new child abuse reporting legislation.
Nike Stock Sale
Represented Nike, Inc. in connection with the sale of the stock of its United Soccer Leagues subsidiary to NuRock Soccer Holdings.
Representation of the placement agent in $14.5 million PIPE transaction by CytoDyn Inc.
Enel Green Power North America, Inc.
Representation of Enel Green Power North America, Inc. in its acquisition of Demand Energy Networks, Inc., an energy systems software provider.
Hart-Scott-Rodino Antitrust Filing for Health Care Client
Completed a Hart-Scott-Rodino premerger filing with the U.S. Department of Justice and Federal Trade Commission for Moda Health’s $155 million stock sale to Delta Dental of California.
Methes Energies International, Ltd.
Representation of the underwriters in the initial public offering by Methes Energies International, Ltd.
Representation of Nike, Inc. in the sale of Nike Bauer Hockey, Inc. for $200 million
Representation of Nike, Inc. in the sale of Official Starter LLC for $60 million
NORPAC Foods, Inc.
Representation of NORPAC Foods, Inc., debtor-in-possession in its chapter 11 bankruptcy case, in a DOJ antitrust review under the Hart-Scott-Rodino Act. The DOJ closed its investigation without taking any action and the sale of NORPAC proceeded without incident.
TASER International, Inc.
Representation of TASER International, Inc. in its initial public offering
Vestas-American Wind Technology, Inc.
Representation of Vestas-American Wind Technology, Inc. in the acquisition of Upwind Solutions, Inc., an independent service provider for wind turbines in nine U.S. states.
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 is featured in an article
in the April 2011 issue of the ABA Journal. The firm’s work on the Sunwest bankruptcy case is the topic of the story, which discusses our representation of Clyde Hamstreet, the Chief Restructuring Officer for the case. The Sunwest bankruptcy concluded with a $1.2 billion deal, which was the culmination of one of the biggest and most complex bankruptcy cases of its kind ever filed in Oregon.
In August 2010, Blackstone Real Estate Advisors closed a $1.2 billion deal to acquire 134 senior living properties from bankrupt Oregon-based Sunwest Management, formerly the country’s fourth largest (and largest privately-held) senior living operator. Tonkon Torp represented the Chief Restructuring Officer of Sunwest in this deal, which was the culmination of one of the biggest and most complex bankruptcy cases of its kind ever filed in Oregon.
Tonkon Torp attorneys represented Nike in the recent sale of United Soccer Leagues.
NIKE Inc.’s portfolio of subsidiary brands contributes over $2 billion in annual revenues to the company’s bottom line and the opportunity for substantial future growth. When this sportswear giant decided to sell its Nike Bauer Hockey subsidiary, it turned to Tonkon Torp to help guide the sale to a successful conclusion.
When the President of Lewis & Clark College made an unauthorized $10.5 million loan to an oil company that eventually defaulted on the loan, Tonkon Torp was asked to investigate.
When our client, the audit committee of a regional financial institution, learned that the company’s auditors would not provide an opinion required for the filing of its Form 10-K without an independent investigation of an accounting dispute, it turned to Tonkon Torp for assistance.
The TASER name has become synonymous with non-lethal self-defense devices. Since its inception little more than ten years ago, TASER’s products have revolutionized law enforcement and may revolutionize personal safety. When it launched its successful initial public offering in 2001, TASER called on Tonkon Torp to assist.
From selling imported shoes from the back of a car at track meets to becoming the world’s leading designer, marketer and distributor of athletic footwear and accessories, Nike’s 30 year legacy has been one of innovation, optimism and savvy business sense. Tonkon Torp has been involved since the 1980 IPO.
Tonkon Torp led client Moda Health through its high-profile corporate restructure and $155 million stock sale to Delta Dental of California.
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 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.
Tonkon Torp represented its client Vestas, the world’s largest manufacturer of wind turbines, in the acquisition of UpWind Solutions, Inc., an independent service provider for wind power plants in nine US states. The $60 million acquisition furthers Vestas’s strategic objectives for its North America service business.
Tonkon Torp client Enel Green Power North America (EGPNA) is the North American subsidiary of one of the largest corporations in the world, the Italian electricity company Enel S.p.A. Here’s how we helped EGPNA in a renewable energy acquisition.
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.
The Tonkon Torp-led sale of NORPAC Foods, Inc. has been named an M&A Deal of the Year ($100MM-$250MM) in the 19th Annual M&A Advisor Awards, which selects the finest deals and professionals within the global M&A and Turnaround industry annually.
In early 2018, Tonkon Torp concluded the $205 million sale of the Pendleton Whisky brands by its client Hood River Distillers, Inc. (HRD) to Proximo Spirits, whose international portfolio of spirits includes Jose Cuervo tequila. HRD was Oregon’s first distillery, and one of Tonkon’s original clients.
Community Involvement & Activities
National Association of Corporate Directors
Board of Directors
The Society of Corporate Secretaries & Governance Professionals
Technology Association of Oregon
Association for Corporate Growth – Portland
Board of Directors, Past Member
Business for Culture & the Arts
Board of Directors, Past Member
Governance Committee, Past Chair
National Multiple Sclerosis Society, Oregon Chapter
Board of Directors, Past Member
American Bar Association
New York City Bar Association
Multnomah Bar Association
The Best Lawyers in America
2008-2022, Corporate Governance Law
2008-2022, Corporate Law
2008-2022, Mergers & Acquisitions Law
2008-2022, Securities/Capital Markets Law
2012-2022, Securities Regulation
2015, 2017, 2019, 2021 Lawyer of the Year – Corporate Governance Law, Portland
2020, Lawyer of the Year – Mergers & Acquisitions Law, Portland
2013, 2018, Lawyer of the Year – Securities Regulation, Portland
2016, Lawyer of the Year – Securities/Capital Markets Law, Portland
Chambers USA: America's Leading Lawyers
2006-2022, Oregon Super Lawyer – Mergers & Acquisitions
Thirty-one Tonkon Torp attorneys in 11 practice areas have been included in the 2022 Oregon Super Lawyers or Rising Stars
Chambers USA has recognized 28 Tonkon Torp attorneys in eight practice areas in its Chambers USA 2022 Guide.
Tonkon Torp has launched a new practice group, Shareholder Disputes & Governance.
Fifty-three Tonkon Torp lawyers representing 39 practice areas have been selected for inclusion in The Best Lawyers in America® 2022
Twenty-six Tonkon Torp attorneys in nine practice areas have been included in the 2021 Oregon Super Lawyers or Rising Stars lists.
In December 2019, the Securities and Exchange Commission proposed amending the definition of “accredited investor” under Regulation D of the Securities Act of 1933. Currently, there are eight different categories by which a natural person is deemed an accredited investor, including individuals whose net worth exceeds $1 million and those with income in excess of $200,000 in each of the two most recent years.
The US Securities and Exchange Commission recently adopted useful housekeeping rule amendments that reduce outdated, redundant, and unnecessary disclosures.
On October 23, 2013, the SEC proposed rules governing the offer and sale of securities through “crowdfunding.” If adopted, these rules would permit companies to raise capital by selling small amounts of equity to large groups of investors via regulated, online crowdfunding platforms. Crowdfunding platforms are necessary because companies looking to undertake a crowdfunding offering can only do so through an intermediary that has registered with the Financial Industry Regulatory Authority, or FINRA, the organization that currently oversees, among other things, securities brokers.
On October 23, 2013, the SEC proposed rules governing the offer and sale of securities through “crowdfunding.” If adopted, these rules would allow issuers to raise capital by selling small amounts of equity to a large number of investors via regulated Internet crowdfunding platforms.
On September 18, 2013, the Securities and Exchange Commission approved proposed rules requiring the disclosure by public companies of the median annual total compensation of all employees of the company, the annual total compensation of the Chief Executive Officer, and the ratio between the two. Companies would need to disclose this pay ratio in proxy statements, information statements, registration statements and annual reports. The proposed rules are an effort to implement Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act.
Publications & Presentations
“SEC Proposes Limited Expansion of ‘Accredited Investor’ Definition, Tonkon Torp Legal Alert, February 2020
Moderator, “The Role of In-House Counsel in M&A Transactions,” Oregon Association of Corporate Counsel, May 2019
“SEC Adopts Disclosure Modernization Amendments,” Tonkon Torp Legal Alert, April 2019
Moderator, “Expect the Unexpected – How to Communicate Uncertainty While Maintaining Credibility,” Oregon Association of Corporate Counsel, May 2018
Roundtable Chair, “Governance Priorities for Small-Cap Public Company Directors,” National Association of Corporate Directors, Northwest Chapter, Nov. 2015
Moderator, “Brand Protection in the Transactional Context,” Association of Corporate Counsel, Oregon Chapter, Sept. 2015
“2013 Reforms Regarding Private Offerings,” Moss Adams LLP, Nov. 2014
“To Be or Not to Be an Equity Crowdfunding Portal?” Mar. 2016
“Entrepreneurs Forge Ahead with ‘Crowdfunding’ Alternatives,” Daily Journal of Commerce, August 2013