Mergers & Acquisitions
Our Mergers & Acquisitions team has the bench strength, experience, and expertise to efficiently and effectively handle the broadest range of purchase and sale transactions – from the most complicated and sophisticated deals to the transition of a family or small business. Whether a deal is valued at $1 million or $1 billion, we provide responsive, high-touch, personalized service from experienced attorneys.

Our M&A lawyers are efficient, solution-oriented, and cost-effective. We give well-informed and practical advice, providing our clients with peace of mind and confidence in decision-making. Our clients get the support they need to identify and manage risk. We think like a business first and bring the right people, right questions, and right approach to every transaction.


Our attorneys have national and international transaction experience in many industries, including:
  • Manufacturing
  • Professional services
  • Athletic footwear and apparel
  • Food and beverage
  • Seniors housing
  • Retail
  • Technology
  • Financial services
  • Private equity
Our M&A attorneys represent public companies, private companies, and family businesses, both as buyers and sellers and as participants in acquisitions, divestitures, spin-offs, control and proxy contests, reorganizations, and joint ventures. We combine creative business skills and top-notch abilities in:
  • Due diligence
  • Tax
  • Intellectual property
  • Environmental law
  • Labor and employment
  • Employee benefits
  • Securities
  • Antitrust
  • Executive compensation
  • Information privacy and security
The excellence of Tonkon Torp's M&A attorneys and team is recognized year after year by leading rating entities, including Chambers USA: America's Leading Lawyers for Business, The Best Lawyers in America, U.S. News – Best Lawyers "Best Law Firms," and Oregon Super Lawyers.

Attorneys

Darcy  Norville

Darcy Norville

Managing Partner

Tonkon Torp Leads Sale of Pendleton Whisky Brands for Hood River Distillers

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.

Tonkon Torp Guides Pacific Foods through Oregon’s Largest Acquisition of 2017

Tonkon Torp led Oregon's largest M&A transaction in 2017, the $700 million acquisition of Tualatin-based Pacific Foods of Oregon LLC by Campbell Investment Company. Pacific Foods is an iconic, nationally distributed organic food brand founded in 1987.

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.

Solar Project Sale Shines Light on Tonkon Team

Tonkon Torp represented our long-standing client, Obsidian Renewables, in sale of the Black Cap Solar II project to PSEG Solar Source, a New Jersey-based utility. Find details and more featured cases here.

Tonkon Represents Opus Agency in Equity Investment Transaction

Tonkon Torp’s Mergers & Acquisition practice group represented client Opus Agency in a significant equity transaction with private equity firm Fan Creek Capital, providing substantial additional growth capital to Opus. Opus, a global corporate events and experiential marketing agency headquartered in Beaverton, Oregon, serves Fortune 1000 clients such as Salesforce, Amazon, Intel and Alaska Airlines.

Tonkon Torp Represents Vestas in Acquisition of UpWind Solutions

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 Concludes Multi-State, Multi-Party M&A Transaction

Tonkon Torp represented a national financial services provider in a multi-step M&A transaction that repositioned payment stream portfolios and resulted in the acquisition of operating offices. This detailed and linear sequence was completed in six weeks with negotiations involving multiple parties.

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.

United States Bakery

Tonkon Torp has represented United States Bakery (USB), best known for its Franz Family Bakery brands, for more than 40 years. Find details and more featured cases here.

Diverse Team Aids Greenbrier in Joint Venture

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.

Guiding a Software Company Through a Successful Equity Sale

Tonkon Torp’s mergers and acquisitions team facilitated the successful equity sale of ShiftWise, a Portland software company that provides web-based healthcare workforce solutions, to AMN Healthcare Services, Inc., a publicly traded strategic buyer. Find details and more featured cases here.

Tonkon Torp Helps CLIMAX Strengthen Worldwide Market Position

Tonkon Torp represented Newberg, Oregon-based CLIMAX Portable Machining and Welding Systems, in its acquisition in 2013 of Houston-based Calder Testers. Founded in 1966, CLIMAX is the world’s largest supplier of portable machine tools for the power generation, shipbuilding, heavy construction and mining, petrochemical and engineering industries.

Tonkon Torp Facilitates Hood River Distillers Acquisition

Tonkon Torp attorneys Morris Galen and David Forman represented Hood River Distillers in its recent acquisition of Portland, Oregon-based Clear Creek Distillery. Hood River Distillers is the Pacific Northwest’s largest and oldest importer, producer, bottler and marketer of distilled spirits.

Tonkon Torp Facilitates Greenbrier Subsidiary Divestiture

Earlier this year, Tonkon Torp represented Meridian Rail Acquisitions Corp., a subsidiary of the firm’s long-standing client The Greenbrier Companies, in the sale of substantially all of the equipment utilized in Greenbrier's reconditioned wheelset roller bearing operations in Elizabethtown, Kentucky. The purchaser was The Timken Companies, a global manufacturer of mechanical components and high-performance steel, including bearings.

Tonkon Torp Represents Avid Health in Sale to Church & Dwight

Tonkon Torp was counsel to privately held Avid Health, Inc. in its cash sale to Church & Dwight Co Inc., a Princeton, New Jersey based, publicly traded consumer products company with a portfolio of personal care and household product brands.

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.

Acquisition by West Coast Bancorp

Represented Mid-Valley Bank in its acquisition by West Coast Bancorp for $26 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.

Acquisition of Bioscience Company

Represented TomegaVax in its acquisition by Vir Bio – a company counting ARCH Venture Partners and the Gates Foundation among its investor group. TomegaVax works to develop vaccine therapies and preventions for major infectious diseases, including AIDS, malaria, hepatitis, and tuberculosis.

Acquisition of E-Commerce Firm

Represented Motorcycle Superstore in connection with the acquisition of an established e-commerce firm.

Acquisition of Investment Advisory Firms

Represented Stancorp Investment Advisors, an investment advisory firm, with respect to its acquisition of investment advisory firms.

Acquisition of Market Industries, Inc.

Represented Endeavour Capital in acquisitions of Market Industries, Inc.

Acquisition of Merchandising Company

Represented Endeavour Capital in acquisitions of a merchandising company.

Acquisition of Nonprofit Religious Corporation

Represented nonprofit religious corporation in acquisition of assets of second nonprofit religious corporation, including church property and charter school lease, and refinancing of existing debt.

Acquisition of Registered Investment Advisor Business

Represented a private investment group in an acquisition of advisory assets of a Washington investment advisory business. Acquired assets were then merged into a third party advisor in exchange for a controlling interest in the advisory business.

Acquisition of Scholarship Software Website

Represented EDPlus Holdings, LLC in the acquisition of unigo.com and its affiliated websites and software – a major contributor to the college/student admission process.

Acquisition of Thomas Kemper

Represented Adventure Funds in its acquisition of Thomas Kemper for $3.1 million.

Acquisition of Trailer Manufacturer

Represented Endeavour Capital in acquisitions of a trailer Manufacturer.

Acquisition of Two Saw Mills in Idaho

Represented Stimson Lumber Company in acquisition of two saw mills, and related timberlands, located in Plummer, Idaho and St. Maries, Idaho. 

Acquisition of Unicru, Inc.

Represented Kronos as Oregon counsel in the acquisition of Unicru, Inc. for $150 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.

Avid

Represented Avid, a nutritional supplement producer, in a nine figure sale to a strategic buyer.

Benson Industries

Represented Benson Industries, one of the world's largest designers and manufacturers of the glass and metal curtain walls (building facades), in an eight figure sale to a subsidiary of Berkshire Hathaway.

Coho

Represented Columbia Distributing, one of the nation's largest malt beverage, wine and non-alcoholic beverage distributors, in a nine figure sale to a financial buyer.

Construction Equipment Company Sold to Petron Enterprises. Inc.

Represented the seller in the sale of the assets of a Tualatin, Oregon rock crushing equipment manufacturer.

EthicsPoint Acquisition

Represented EthicsPoint in its acquisition by The Riverside Company.

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. 

Herb Pharm, LLC

Represented four private equity funds in the formation of Herb Pharm, LLC to acquire the assets of a manufacturer of liquid extracts, compounds, tonics and tinctures for $20 million.

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.

Joint Venture Between Pharmaceutical Companies

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

Key Technology, Inc.

Represented Key Technology, Inc. in its acquisition of a minority interest in Proditec S.A.

Kronos Buyout

Represented Kronos as Oregon counsel in the $1.8 billion buyout of Kronos by a private equity fund.

Leading Private Equity Firm

Served as local counsel for a leading private equity firm in investing in Health & Safety Institute, which provides high quality health and safety training products and solutions, and in related financing.

Market Industries, Ltd. Representation

Represented Market Industries, Ltd. in the continuous representations in its six acqusitions after investment by Endeavor.

Meridian Rail Acquisitions Corp.

Represented The Greenbrier Companies, Inc.'s subsidiary, Meridian Rail Acquisition Corp., in the sale of substantially all of the operating assets employed in its railcar wheelset roller bearing reconditioning facility and in entering into a long term supply agreement for reconditioned and new bearings with the purchaser.

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.

Monsoon, Inc.

Represented Monsoon, Inc. as it was acquired by Alibris Holdings, Inc. by merger  

Nike Acquisition of Converse, Inc.

Represented Nike, Inc. in connection with the acquisition of Converse, Inc. stock for $305 million.

Nike Acquisition of Hurley

Represented Nike, Inc. in connection with the acquisition of Hurley.

Nike Acquisition of Starter

Represented Nike, Inc. in connection with the acquisition of Starter for $43 million.

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 Stock Sale

Represented Nike, Inc. in connection with the sale of the stock of its United Soccer Leagues subsidiary to NuRock Soccer Holdings.

Opus Agency Equity Investment Transaction

Represented client Opus Agency in a significant equity transaction with private equity firm Fan Creek Capital, providing substantial additional growth capital to Opus.

Purchase of Oregon Pulp Mill

Represented Wayzata Investment Partners, a private equity fund, in connection with a $31.2 million cash purchase of an Oregon pulp mill from the Chapter 7 bankruptcy trustee.

Purchase of Websites and Online Businesses

Represented purchaser in acquiring websites and online businesses with known intellectual property issues, licensing issues and regulatory compliance issues related to information privacy, security and consumer protection matters, and assisted purchaser in correcting such issues post-closing.

Refinance of Seatac Holiday Inn

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

Rejuvenation

Represented Rejuvenation, Inc. in the sale to a national leading home furnishings company.

Reorganization of Company Entities and Divisions

Represented Dental Components, Inc., a dental products manufacturer, in connection with the reorganization of seven corporate and limited liability company entities and divisions, and subsequent sale of related assets for $83 million.

Sale of 310-Megawatt Natural-Gas-Fired Power Plant

Represented Wayzata Investment Partners, a private equity fund, in connection with the sale of a 310-megawatt (MW) natural-gas-fired power plant in southwest Washington for $240 million.

Sale of Apartment Complex

Represented seller of an apartment complex.

Sale of Best Western Inn

Represented seller of Best Western Inn.

Sale of BG Radia

Represented BG Radia in the sale of their business of developing and producing loudspeaker systems to a company that is the leading producer of visual, audio and collaboration systems.

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 D&M Holdings, Inc.'s Professional Audio Assets

Represented D&M Holdings, Inc. in the sale of its worldwide professional audio assets to a strategic buyer.

Sale of Delphina's Bakery

Represented Delphina's in its sale to a strategic buyer.

Sale of Eagle Newspapers Publications to Pamplin Media Group

Represented Eagle Newspapers in the sale of six of its weekly newspapers to Pamplin Media Group. The newspapers involved were the Woodburn Independent, Canby Herald, Newberg Graphic, Wilsonville Spokesman, Molalla Pioneer and Madras Pioneer. Eagle Newspapers is owned by former U.S. congressman Denny Smith. Pamplin Media Group is owned by businessman and philanthropist Dr. Robert Pamplin Jr.

Sale of Industrial Equipment Manufacturer Assets and Real Property

Represented a heavy equipment manufacturer in the sale of its business assets and real property which involved debt payoff, real property sale and leasing, and product manufacturing issues.

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.

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.

Sale of Pulp Mill

Represented Wayzata Investment Partners, a private equity fund, in connection with a sale of Halsey, Oregon pulp mill.

Sale of Quantec LLC

Represented Quantec LLC in sale of Portland-based professional consulting services company to strategic investor located in Boston. 

Sale of Randolph Construction Services, Inc.

Represented Randolph Construction Services, Inc., a woman-owned design-build general contractor in its sale to LVI Services Inc.

Sale of Specialty Pharmacy Company

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

Sale of Store

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

Sale of The Joinery

Represented The Joinery in its 2013 sale to Jon Blumenauer.

Sale to Coldstream Capital Management, Inc.

Represented Western Pacific Investment Advisers, Inc. in its sale to Coldstream Capital Management, Inc.

Sale to UTi Worldwide Logistics

Represented Market Industries, Ltd. in the ultimate sale to UTi Worldwide Logistics for approximately $197 million in cash.

Software Developer Sale

Represented mobile-application software developer Critical Path Software in its sale for $22 million to eBay.

SpencerCo, LLC / Runyes Joint Venture (China)

Represented SpencerCo, a family-owned dental equipment developer and seller, in connection with organizing a joint venture in Ningbo, China to develop and manufacture dental chairs, lights and other dental equipment.

Tidewater Barge Lines

Represented Tidewater Barge Lines, a regional transportation provider, in a nine figure sale to a financial buyer.