Corporate Transactions and Finance

In the last year, Riddell Williams has closed transactions with a combined monetary value in excess of a billion dollars. We have the breadth and depth to execute virtually any legal endeavor related to a business.

Corporate Governance

From start-ups to long established household names, Riddell Williams has extensive experience assisting owners, directors and officers of public and private entities in understanding and fulfilling their legal roles and responsibilities.

Among the ways in which we assist our clients with governance are:

  • Advise boards and board committees
  • Counsel clients on fiduciary standards and best practice initiatives
  • Assist publicly held companies with their SEC reporting requirements
  • Work with clients on other SEC matters, including Sarbanes-Oxley compliance, insider trading rules and NYSE and Nasdaq listing standards

Finance and Securities

From the start-up seeking a private placement, to a company conducting its initial public offering, to an established company requiring additional financing, Riddell Williams helps clients raise capital and debt.

Riddell Williams is highly skilled in such areas as:

  • Public Offerings. We are experienced in serving as company or underwriter counsel in public offerings of stock or debt, including initial public offerings
  • SEC Reporting. We assist publicly held companies with their SEC reporting requirements. This includes annual and quarterly reporting, proxy statements and related legal issues
  • Public Tender Offers. We have experience advising clients wishing to conduct a registered tender offer for the stock of a publicly traded company
  • Commercial Financing. We can assist clients in negotiating bank loans and credit facilities, equipment, inventory and receivables financing, operating leases and capital leasing arrangements
  • Private Placements. We assist companies to raise capital through the issuance of equity or debt in a private securities offering. We also serve as counsel to investors looking to make an investment in privately held businesses
  • Blue Sky Compliance. Each state has its own set of securities regulations. We help companies in complying with the securities laws of all 50 states and Canada
  • Executive Compensation. We help clients negotiate and implement stock options and other forms of executive compensation arrangements

Transactions

We have vast experience in managing and executing transactions on behalf of our clients. We provide expertise in areas such as entity formation, management structures, buy-sell arrangements, negotiation of vendor and supplier arrangements, distribution and franchising agreements and asset and equity transfers. We help our clients develop strategic relationships, ranging from co-marketing and joint research arrangements to a broad range of merger and acquisition structures, including leveraged buyouts and tender offers.

Recent representative transactions include:

  • Emeritus Corporation. Represented Emeritus Corporation in negotiating and documenting an agreement to acquire Summerville Senior Living, Inc. The value of the transaction at the closing stock price on the day after the agreement was announced was in excess of $294,000,000
  • ADSA Paper Supply Agreement. On behalf of a paper manufacturer, negotiated multi-year directory paper supply agreement with Mexican national telephone company
  • MasterPark Recapitalization. Managed financing, recapitalization and equity transfers for MasterPark
  • Tesoro Petroleum Lease. Negotiated complex marine bunkering facility lease with Tesoro Petroleum on behalf of Nippon Paper Industries USA Co., Ltd
  • Cathedral Hill Financing and Acquisition. Conducted multiple hotel financings, franchise negotiations and acquisitions
  • Arctic Circle Acquisition. Assisted Intracorp Capital in its acquisition of Arctic Circle Enterprises
  • Starbucks Acquisition. Executed the buy-out of Starbucks' majority partners in Hawaii and Puerto Rico
  • Banner Advertising Sale. Represented the seller in the sale of an advertising company to the Sienna Group
  • NorthCoast Hotels and Paramount Hotels Financings. Executed numerous conduit financings for multiple hotel properties
  • Montrail, Inc. Represented the seller in sale of an adventure shoe company to Columbia Sportswear
  • Premier Plastic Products Division Sale. Represented the seller in the sale of a plastics manufacturer to Captive Plastics
  • Tudor Foundation. Refinancing of $57 million of tax-exempt bond financing with new issues of tax-exempt bonds

Representative Clients

  • Harbor Properties
  • Premier Industries
  • Nippon Paper Industries USA Co., Ltd.
  • Emeritus Corporation
  • Intracorp Capital
  • MasterPark
  • Red Lion Hotels Corporation
  • Redhook Ale Brewery
  • Coast Hotels
  • Techlink Northwest
  • NxEdge Inc.
  • Starbucks Corporation
  • Puget Sound Energy
  • Banner Retail Marketing Group, LLC