On the road to success

Yes, we can get there from here. There's always a way. The wide array of business clients we represent throughout the Pacific Northwest includes established public companies and visionary new ventures. We work closely with our clients, providing creative ideas and trusted counsel in structuring transactions, negotiating contracts, arranging financing, managing change, and capitalizing on opportunities. The transactions listed here illustrate the breadth of our capabilities and depth of our knowledge.

Strategic Partner.

Roberts Kaplan serves as securities, M&A and regulatory counsel to a rapidly growing financial institution. During our representation, we have helped the bank grow its assets from $200 million to over $8 billion and expand its footprint into two new states. Starting with the completion of an initial public offering and successfully closing over nine acquisitions in nine years, we have been a trusted part of each deal team. We work side by side with finance, human resources, operations, credit and marketing executives on due diligence, negotiation of important deal terms and merger transition. We handle regulatory filings to procure prompt approval and prepare shareholder materials and SEC filings. Our client's focus is on completing each deal promptly and efficiently to help ensure a smooth transition of employees and customers at a time of significant disruption and change.

Trusted Counsel.

Our firm represents a public automotive retailer. We were company counsel for their initial public offering (and two follow-on public offerings), an $85 million Senior Subordinated Convertible Note offering, and a $300 million syndicated credit facility. With these financings, we helped this New York Stock Exchange company acquire over 100 additional dealerships in 15 states, enabling it to increase its revenues from $150 million to over $3 billion. When retail automotive sales collapsed in the face of high fuel prices and the 2008/2009 recession, we assisted our client in disposing of poor-performing stores and excess properties. We also helped in the finance, refinance or effect sale-leasebacks of dozens of other store facilities generating cash to pay off the convertible notes and substantially reduce their credit line. We continue to serve as outside general counsel and are an integral part of their strategic team.

Getting the Deal Done.

As merger, acquisition and securities counsel to a publicly traded Pacific Northwest software company, we advised our client when it came time to seek a strategic partner and provide a return to shareholders. A difficult decision for any management team, we negotiated key transaction terms, ensured a smooth due diligence process and navigated through a variety of employee benefit, execution compensation, real estate, intellectual property, securities and corporate governance issues.

Creating Value.

Our firm represents a manufacturer of next-generation solar panels. We helped our client get off the ground with bridge financing from a European investment bank. Several months later, a team of the firm's lawyers lived in Atlanta for several days negotiating a complex financing and cooperative research joint venture with a Fortune 100 industrial manufacturer. We have also assisted our client in negotiating a complex license related to patented solar technology with a U.S. Department of Energy laboratory. In addition, we have also worked with this client on a variety of other interesting matters, including development of a program to recycle solar panels at the end of their useful lives.

Achieving High Standards.

We represented a developer in the acquisition of land and the subsequent construction of a 30-story continuing care retirement community that is seeking to achieve LEED Platinum certification.

Finding Solutions.

A privately held $200 million revenue company presented Roberts Kaplan with the need for a complex reorganization and management succession plan. We developed an innovative solution by creating multiple classes of ownership and "freezing" the current value of the company into a class held by founders. This provided an opportunity for the new management team to acquire interests in the company with significant growth opportunity, but without imposing on them a substantial current income tax.

Defending Livelihoods.

When our client invested his life savings to create a state-of-the-art printing center and was immediately faced with a lawsuit from his former employer, one of the largest printers in the world and a would-be competitor, he turned to the lawyers of Roberts Kaplan. The former employer claimed the new venture violated restrictive covenants of our client's employment agreement, that trade secrets were exploited and the expected litany of business torts in an effort to drive this new venture out of business. We mounted a vigorous defense and after a five-week trial, the jury found in favor of our client against the plaintiff's claims and additionally awarded our client $2.5 million in damages on his counterclaim. The victory made it possible for our client to survive and ultimately succeed in the business competition that ensued.

Knowing the Business.

Lawyers in the firm have represented a privately held group of companies that are owners and operators of skilled nursing facilities, assisted living facilities and senior housing projects since their inception more than 20 years ago in a wide variety of transactions: Recent transactions have included representing the client in acquisitions of skilled nursing facilities; refinancing of nursing facilities and assisted living facilities; development and construction of a new assisted living facility; organization of an institutional pharmacy business; and organization and operation of a joint venture providing rehabilitation services.

Managing Challenges.

Roberts Kaplan attorneys represented a church in the sale of its downtown Portland property as part of a development agreement between the church and the developer for the construction of a 23-story mixed-use apartment building containing certain attributes for the church and the restoration of a historic building on a quarter of the site, all over a new four-level underground parking structure, with each component divided into separate condominium units.

Partnering Interests.

The firm serves as counsel to a real estate equity fund complex. These funds have raised over $160 million of equity capital and have assembled a portfolio of 40 investments totaling over $500 million of transaction value. Firm lawyers have played an integral part in the growth of this important client.

Developing Successful Strategies.

Firm lawyers have formed several captive real estate investment trusts (REITs). One of the most innovative uses for a captive REIT was in the context of the recapitalization of six multi-family communities out of an existing portfolio of eight projects. The structure of the recapitalization would have caused one of the parties to incur unrelated business taxable income. Firm lawyers designed a structure in which a captive REIT was inserted in the ownership structure. This solved what had been a deal-breaking tax problem.

Discovering Opportunities.

A client desired to acquire a real estate property subject to a conduit loan. The client planned to defease the loan immediately following the closing with funds provided by a new mortgage loan. The existing loan servicer insisted that the client pay a 1% assumption fee, even though the loan was going to be defeased rather than assumed. Firm attorneys designed an innovative structure in which the firm's client (the buyer) provided the seller with the funds to complete the defeasance immediately before transferring the property to the buyer. This change in structure, while seemingly small, required substantial documentation and development of a strong relationship of trust between firm lawyers and the seller and its legal counsel. This creative structure saved the client several hundred thousand dollars in assumption fees.

Balancing Priorities.

Roberts Kaplan attorneys represented a team of managers who led a management buyout of a company that provides translation services on a national basis. This transaction involved a careful balance among the various parties to the transaction, including the company's founders, the new management team and a group of non-management investors. This successful transaction has positioned the company for continued growth.

Getting the Job Done.

We assisted a real estate client in a recapitalization of a $350 million portfolio of ten multi-family communities. This transaction included the simultaneous closing assumption of ten mortgage loans, ten new second mortgages and a complicated joint venture relationship between the firm's client and two large private equity funds. Two years later, this portfolio was recapitalized again, in a transaction that required us to solve several difficult tax issues.

Innovating to Achieve Results.

The firm is configuring our client's liquidation and sale of assets to resolve regulatory compliance issues through a process that proposes to deliver social, economic, and environmental benefits. Prospectively, this would include resolution of a shareholders controversy, generation of environmental mitigation credits, disposition of environmental claims, attainment of regulatory compliance, delivery of community values, and economic redevelopment. Firm lawyers with combined experience and expertise in environmental, litigation, and corporate practice groups are collaborating to achieve these goals in constrained circumstances.

Leveraging Capital.

Firm lawyers brought their respective corporate, financial, employment, banking, environmental, and real estate expertise to bear to facilitate the client's attainment of a multi-million dollar strategic alliance and facility acquisition. This transaction produced many advantages and was achieved with a minimal investment of additional capital.

Structuring Regulatory Solutions.

With its environmental regulatory experience, credibility, and expertise, the firm has assisted clients in achieving regulatory compliance in a structured manner, allowing in one instance for attainment within the client's cash flow constraints. Developing proactive solutions that produce these kinds of win-win resolutions is a hallmark of the firm's work product. This extends to matters involving liabilities and obligations growing out of our clients' fueling, food, crops, products, and processing systems.