Mergers & Acquisitions
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:
- Professional services
- Athletic footwear and apparel
- Food and beverage
- Seniors housing
- Financial services
- Private equity
- Renewable energy
- Due diligence
- Intellectual property
- Environmental law
- Labor and employment
- Employee benefits
- Executive compensation
- Information privacy and security
Tonkon Torp Pilots Smooth Landing in Columbia Helicopters Sale
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.
Tonkon Torp Leads Moda Health Through Corporate Restructure and $155 Million Sale
Tonkon Torp led client Moda Health through its high-profile corporate restructure and $155 million stock sale to Delta Dental of California.
Tonkon Torp Represents SensiML in Sale to QuickLogic
Tonkon Torp represented Beaverton’s early-stage SensiML Corporation in its acquisition by QuickLogic Corporation, a California-based public company. SensiML spun off from Intel Corporation in 2017 to offer a platform-independent software toolkit that allows equipment manufacturers to develop pattern matching sensor algorithms using machine learning technology.
Tonkon Torp Guides SnappyData through Equity Sale
Tonkon Torp helped client SnappyData, Inc. to negotiate and complete an equity sale to TIBCO Software. SnappyData is a software company based in Portland that operates in the open-source big data space.
Tonkon Torp Helps Columbia Distributing Continue Expansion
Tonkon Torp partners Ron Greenman and James Hein assisted the firm’s long-term client, Columbia Distributing, in its acquisition of Graybeal Distributing. The transaction adds new beverage brands to Columbia’s portfolio and expands its territory into Eastern Oregon.
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.
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.
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 Eastern Oregon-Based Beverage Distributor
We assisted our client, Columbia Distributing, in its acquisition of Eastern Oregon-based Graybeal Distributing. This expands Columbia's territory as it continues to grow as one of the largest U.S. beverage distributors.
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.
Represented Avid, a nutritional supplement producer, in a nine figure sale to a strategic buyer.
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.
Business Software Services Provider
Tonkon Torp represented a business-to-business software services provider in the sale of its assets to a strategic buyer. The transaction involved highly negotiated and significant earnout provisions. Tonkon also played a significant role in addressing and reconciling the differing and strongly held views of the family shareholders.
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.
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.
International Sale of Interest in Dental Equipment Company
Represented dental parts and equipment company in the sale of one-third of its interest to a public company in Japan. In a truly global transaction, the Tokyo, Japan-based investor had legal counsel in New York, with their principal attorney working out of Hawaii. An insurer in London underwrote the representations and warranties insurance. Tonkon Torp's M&A group assembled a team of Tonkon Torp attorneys to assist in additional intellectual property, tax, and labor and employment issues important to the success of the transaction.
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.
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.
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.
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.
Reverse Takeover of Grown Rogue International, Inc.
Tonkon Torp represented its client, Grown Rogue Unlimited, LLC, a vertically integrated cannabis brand, in its reverse takeover of Novicius Corp. (now known as Grown Rogue International, Inc.), a publicly traded company in Canada. Tonkon Torp advised Grown Rogue on Oregon and United States matters pertaining to the transaction, including tax, securities laws, corporate governance, and Oregon Liquor Control Commission licensing and approval processes. Tonkon Torp also advised Grown Rogue with respect to non-brokered private placements in anticipation of the reverse takeover transaction.
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 Big Data Focused Software Company
We assisted with the sale of SnappyData, Inc., a software company focused in the Big Data space that was incubated at Pivotal Software and also backed by GE Digital and GTD Capital. We assisted SnappyData in negotiating and consummating the sale of the Company, including its Indian subsidiary, to TIBCO Software.
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.
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 Form Factory, Inc.
Tonkon Torp represented its client, Form Factory, Inc., a retail cannabis processor, in all aspects of its sale to Acreage Holdings, Inc., a publicly traded company in Canada, in an all-stock merger transaction valued at $160 million. The transaction was extremely complicated and included Oregon Liquor Control Commission licensing and other regulatory issues, complicated Delaware statutory structures, Canadian securities law considerations, complex subsidiary ownership and joint ventures, and numerous third parties.
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.