Recognized as regional leaders in corporate finance, our attorneys combine Wall Street and Silicon Valley business savvy with the personal approach of a mid-sized, Northwest firm.
We advise clients on financing solutions that advance core business objectives, while helping their businesses grow. We execute on the full scope of corporate finance transactions for clients ranging from the most sophisticated Fortune 500 companies to closely-held family businesses and startups.
Our corporate finance and securities team represents issuers, investors, and underwriters. We offer business-minded solutions for both privately held and publicly traded companies, and private fund sponsors.
We help privately held companies obtain financing from initial funding through private equity and debt rounds, including:
- Angel investor financing and venture capital
- Private placements
- Syndicated and secured loans
Tonkon Torp attorneys also have extensive experience working with publicly traded companies, including routinely handling the full spectrum of capital raising and advisory activities. We work with publicly traded companies through:
- Initial and secondary public equity offerings, including transaction documentation and securities law compliance
- Rule 144 and Regulation S private placements
- Debt offerings, including a recent representation of an Oregon public company in a series of transactions resulting in approximately $1 billion of debt financing
Our corporate finance, securities, and tax teams also work with sponsors in connection with private fund formation. We provide ongoing compliance and transaction counsel for collective investment vehicles such as:
- Private equity funds
- Hedge funds
- Venture capital funds
- Real estate funds
- Funds of funds
- Bank common trust funds
- Bank pooled investment funds
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Case Studies
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.
Tonkon Helps Tonkin
For decades, Tonkon Torp has been honored and proud to represent the Tonkin family and its businesses. In fact, the relationship dates back to the post-World War II era.
M&A and Bioscience Expertise Combine for Client Acquisition
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.
Tonkon Torp Brings Attorney Power to Renewable Energy Transaction
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 in the Driver’s Seat for Fast Dealership Purchase Ride
Auto dealership sales are generally straightforward affairs that frequently involve both business and real estate assets. In 2015, Tonkon Torp got involved in a purchase transaction that took a unique turn. Find details and more featured cases here.
Tonkon Torp Stays the Course in the Mississippi Avenue Lofts Project
The process to acquire, complete and sell the Mississippi Avenue Lofts involved a broad range of legal transactions from Tonkon Torp, including a funding round, multi-party loan and purchasing agreements, litigation and a final sale. Find the details and more featured cases here.
Tonkon Torp Completes Complex Asset Sale for Privately Held Business
In late 2014, Tonkon Torp represented a privately held heavy industrial equipment manufacturer in a complex transaction that included selling business assets and real property, and leasing other related business property. The selling company is a long-term client of the firm.
Tonkon Torp Helps Albina Head Start Stabilize Finances for Enhanced Programming
Albina Head Start, Inc. (AHS), which serves more than 1,000 low-income children and their families in North, Northeast and Southeast Portland, faces the future in a stronger financial position thanks to a significant pro bono effort by Tonkon Torp. Find details and more featured cases here.
Tonkon Torp and Law Firm Alliance Partner Facilitate Key Technology Merger
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.
Representative Matters
Financing for SaaS Company Focused on the Banking Industry
Assisted SaaS platform client with the offer, issuance, and sale of Series A-1 Preferred Stock Financing.
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.
Capital Restructuring and Common Stock Offering
Assisted a privately-held electronics manufacturer with capital restructuring, general corporate governance and its offering of 2,000,000 shares of its common stock.
Financing for Drone Software and Infrastructure Startup Company
Assisted SkyWard IO, a Portland-area startup company developing infrastructure for the emerging commercial drone industry, in its $1.5 million seed round financing led by Voyager Capital, Draper Associates, and Toivo Annus (former head of engineering at Skype).
Sale of Cadet Manufacturing Company
Tonkon Torp negotiated and finalized the sale of Vancouver-based Cadet Manufacturing to an Irish company called Glen Dimplex, the world's largest electric heat manufacturer.
Sale of Portland Bottling Company
Tonkon Torp negotiated the sale of 92-year old Portland Bottling Company. The buyer is an entity formed by Ed Maletis, former founder of beer and spirits giant Columbia Distributing.
Investments in Alternative Investment Funds
Represented nonprofit foundations and nonprofit institutions with respect to investments in alternative investment funds (hedge funds, private equity funds, and similar investment vehicles) with investments ranging from $500,000 to $100,000,000.
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.
Public Company Common Stock Offering
Represented The Greenbrier Companies, Inc. as local counsel in its offering of 3,000,000 shares of common stock.
Public Company Convertible Senior Notes Offering
Represented The Greenbrier Companies, Inc. as local counsel in its offering of $230,000,000 of 3.5% Convertible Senior Notes due in 2018.
Services + Industries
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We encourage you to contact us if you have further questions about our firm or our experience. For your protection, we cannot represent you until we know that doing so will not create a conflict of interest. Accordingly, please do not send us any confidential or secret information about any matter that may involve you until you receive a written statement from us that we represent you (an engagement letter).
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