Corporate Finance & Transactions
Recognized as a regional leader in corporate finance, Tonkon Torp 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 a company's core business objectives, while helping that business grow. From the most sophisticated Fortune 500 companies to closely-held family businesses and startups, we advise on the full scope of corporate finance matters.
 
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 activities. We work with publicly-traded companies through:
  • Initial and secondary public equity offerings, including transaction documentation and securities law compliance
  • Rule 144A 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 and securities team also works 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
  • Real estate funds
  • Funds of funds
  • Bank common trust funds
  • Bank pooled investment funds

Attorneys

Kurt  Ruttum

Kurt Ruttum

Managing Partner

Paralegals

Brenda  Alvey

Brenda Alvey

Business Paralegal

Laney  Quigley

Laney Quigley

Business Paralegal

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.

Dissenter Rights

Favorably resolved a dispute over the value of a former executive's minority shares in the company following a squeeze-out merger.

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.

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. 

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).

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).

Formation of Qualified Opportunity Fund

Formed and organized a Qualified Opportunity Fund, Qualified Opportunity Zone Business, and Fund Manager for purposes of investing in real estate located in an opportunity zone in Portland, Oregon.

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 seniors housing 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.

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.

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.

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.

Is Selling a Viable Option with an Unresolved PPP Loan on the Books?

When the second round of PPP funding became available in January 2021, our firm saw a significant drop off in the number of clients seeking a second PPP loan. I view this is a positive indication that the first round did its job, and that we are in a…
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PPP Round 2: Who Is Eligible, What Expenses Can Be Paid, And What Is the Tax Treatment?

Shortly before the end of the bizarre and painful 2020 calendar year, the Consolidated Appropriations Act for 2021 (the Act) was signed into law, providing an additional $284 billion appropriation for the Paycheck Protection Program (PPP).
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New Round of PPP Loans and Tax Breaks in Year End Stimulus Package

After months of stalled negotiations, Congress finally passed the Consolidated Appropriations Act for 2021 (the “Act”), which includes a $900 billion stimulus package to support the ailing economy. The Act, signed into law by the President on…
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Was My PPP Loan Necessary (In Hindsight)? SBA Seeks Additional Information from PPP Borrowers with Loans of $2 Million or More

On the roller coaster ride that is the interpretation of the Paycheck Protection Program (“PPP”) by the U.S. Small Business Administration (“SBA”), on October 26, the SBA issued a notice to the Office of Management and Budget (“OMB”) seeking approval…
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SBA Issues New Guidance Regarding Changes of Ownership for PPP Borrowers

On October 2, 2020, the Small Business Administration (“SBA”) published new guidance outlining the procedures that PPP borrowers and lenders must follow in the event that a PPP borrower undergoes a “change of ownership.”
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SEC Expands Definition of Accredited Investor

In an effort to expand investment opportunities in private companies, on August 26, 2020, the Securities and Exchange Commission adopted on August 26, 2020, amendments to the definition of an “accredited investor.” The amendments expand the…
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PPP Loan Updates: EZ Forgiveness Application, Updated Guidance, and More

On June 17, 2020, the U.S. Small Business Administration (“SBA”) published an abbreviated “EZ” forgiveness application and accompanying instructions (“EZ Forgiveness Application”) for certain eligible borrowers under the Paycheck Protection Program…
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PPP Update: Passage of Paycheck Protection Program Flexibility Act

On Wednesday, June 3, the Senate passed the Paycheck Protection Program Flexibility Act (“Flexibility Act”), a bill that loosens the restrictions for obtaining loan forgiveness under the Paycheck Protection Program (“PPP”). The bill passed by…
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Market Conditions in Oregon and Washington Evidencing Uncertainty for PPP Loan Certification

In its continuously updated FAQ Guidance, the Small Business Administration (“SBA”) has advised that it will review the individual loan files for businesses that have received a Paycheck Protection Program (“PPP”) loan of more than $2 million (see…
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SBA Allows Some Borrowers to Increase PPP Loan Amounts, but You Must Act Fast!

On May 13, 2020, the Small Business Administration (“SBA”) published an interim final rule (“IFR”) allowing certain partnerships that applied for Paycheck Protection Program (“PPP”) loans but did not include partner income in “payroll costs” to amend…
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PPP Update: EZ Forgiveness Application and New Guidance

On June 30, Tonkon Torp attorneys Drea Schmidt, Ferdie Ruplin, and Betsy Judd will host a roundtable discussion and Q&A on the SBA's new EZ Forgiveness Application for Paycheck Protection Program (PPP) borrowers. They will also cover changes to the…
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Webinar - PPP Loan Forgiveness: Now, Later, or Never?

On June 16, Tonkon Torp attorneys Jeff Cronn, Drea Schmidt, and Ferdie Ruplin will host a roundtable discussion and Q&A on changes to the PPP resulting from passage of the Paycheck Protection Program Flexibility Act. Attendees are invited to submit…
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PPP Loan Forgiveness: What Do We Do Now?

On Friday, May 22, Tonkon Torp partners Jeffrey Cronn and Drea Schmidt will review the new guidance released by the SBA last Friday on PPP loan forgiveness.
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Investor Perspectives on Raising Capital in Uncertain Times

Raising capital can be a tough process to navigate for emerging companies even in the best of times; with the ongoing pandemic, many ventures are left with more questions than answers. Join us on May 5 at 12:00 PM for a first-hand investor report…
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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.
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James Hein Listed in Portland Business Journal’s 2021 Forty Under 40

Tonkon Torp partner James Hein has been honored by the Portland Business Journal as one of its 2021 Forty Under 40 award recipients. The annual award recognizes influential business and community leaders in the greater Portland area who are 40 or…
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Tonkon Torp Attorneys Share Expertise with Entrepreneurs at TiE XL Boot Camp

Tonkon Torp attorneys Clay Creps, Tyler Harkness, and Parna Mehrbani were instructors at the April 13 session of the TIE XL Boot Camp.
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Mick Harris Appointed to the Oregon Consular Corps as an Associate Member

Tonkon Torp business attorney Mick Harris has been appointed to the Oregon Consular Corps (OCC) as an Associate Member.
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Tyler Harkness Leads Session on Strategic Planning and Leadership for OSU Family Business 360

Tonkon Torp attorney Tyler Harkness led a session on leadership transitions, strategic planning, and corporate governance at the February 17 Family Business 360 program, hosted by the College of Business at Oregon State University.
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Claire Brown Joins Oregon Entrepreneurs Network Board of Directors

Tonkon Torp partner Claire Brown has joined the Oregon Entrepreneurs Network (OEN) Board of Directors as its Secretary. Tonkon Torp is an active advocate for Oregon’s startup community, and has had an attorney serving on the OEN board since the early…
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Tyler Harkness Accepted into Leadership Portland

Tonkon Torp attorney Tyler Harkness was accepted into the 2021 class of Leadership Portland, an annual program offered by the Portland Business Alliance (PBA) to cultivate and develop community leaders. Selection for the program is based on written…
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Tonkon Torp Attorneys Speak to Startups at December TiE XL Boot Camp

On December 9, Tonkon Torp attorneys Tyler Harkness, Parna Mehrbani, and Clay Creps were instructors for the virtual TIE XL Boot Camp. The boot camp provides opportunities for a cohort of entrepreneurs to connect with experts in the startup community…
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U.S. News "Best Law Firms" Publication Ranks 37 Tonkon Torp Practice Areas for 2021

U.S. News – Best Lawyers® has released its 2021 edition of "Best Law Firms." Tonkon Torp is once again ranked among the nation's best for five business law categories and is top-ranked in the metropolitan Portland market in 37 practice areas.
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Tonkon Torp Attorneys Speak to Startups at Virtual TiE XL Bootcamp Session

Tonkon Torp attorneys Tyler Harkness, Parna Mehrbani, and Kristin Bremer Moore were instructors at the June virtual sessions of the TIE XL Bootcamp. The Bootcamp provides opportunities for a cohort of entrepreneurs to connect with experts in the…
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