The Karr Tuttle Campbell Mergers and Acquisitions Group is a part of the firm’s Business and Finance Department. Members of the group are well known for assisting clients in structuring transactions to fulfill their business and financial strategies and to achieve desired federal and state tax objectives.
The firm’s business clients include buyers and sellers, as well as other parties to transactions, such as investment bankers, buyout funds, bankruptcy trustees and special committees. This group has represented clients, both U.S. and foreign, in a broad range of industries, including computer hardware and software, telecommunications, biotech, medical, chemical, food and retail.
Our mergers and acquisitions attorneys have expertise in federal and state taxation, federal and state securities regulation, international transactions, compliance with federal and state antitrust laws and the protection and transfer of intellectual property rights.
Included in the group’s practice are stock and asset purchases and sales, mergers, leveraged buyouts, recapitalizations and acquisition of assets from bankruptcy entities. We regularly provide guidance to clients throughout all phases of a merger or acquisition transaction, from early evaluation of a transaction, through due diligence, negotiation, documentation and closing of the deal, as well as in integration of the acquired company, employees and assets into their organization. We frequently prepare letters of intent, acquisition, merger, confidentiality, standstill and similar agreements, financing documents, proxy statements, and legal opinions. We advise on the tax, securities law, corporate governance, employment, employee benefits, real estate, environmental, financing and other aspects of transactions.
We can also assist companies in implementing measures to defend against unwanted acquisitions or to protect their interests in the event of a change-in-control. We counsel boards and senior management on their legal and fiduciary duties in responding to potential transactions and implementing appropriate measures.
The following are representative transactions, by industry, in which Karr Tuttle Campbell acted as legal counsel to one of the parties.
NOTE: TO PRESERVE CLIENT CONFIDENTIALITY, SOME TRANSACTIONS ARE IDENTIFIED BY GENERAL DESCRIPTION RATHER THAN BY PARTIES’ NAMES.
Technology
Computer Software Company. Sale of the stock of a developer and distributor of data management software to a major software company. Karr Tuttle Campbell represented the seller.
Computer Repair, Restoration and Consulting Company. Acquisition of the assets of computer repair, restoration and consulting company. Karr Tuttle Campbell represented the purchaser.
Long-Distance Telephone Service Reseller. Acquisition of preferred stock of a long distance telephone service reseller. Karr Tuttle Campbell represented the issuer.
Private Shared Telecommunications Provider. Exchange of stock of private shared telecommunications provider for stock of publicly traded telecommunication company (B Reorganization). Karr Tuttle Campbell represented the seller.
Internet Service Provider. Sale of assets of virtual web-hosting service provider to a national provider of such service. Karr Tuttle Campbell represented the selling company.
Computer Hardware and Software Distributor. Acquisition of regional assets of a distributor of mainframe and minicomputer equipment and software. Karr Tuttle Campbell represented the acquiring entity.
Software Company. Sale of preferred shares of software developer and distributor. Karr Tuttle Campbell represented the selling corporation.
Software Company. Acquisition by national software company of competitor. Karr Tuttle Campbell represented the acquiring company.
Health Care
Health Services. Sale of a national mental health managed care services provider to Charter Medical Corp., a publicly traded mental health care services provider, for stock and cash. Karr Tuttle Campbell represented one of the selling shareholders.
Managed Care. Merger of regional managed care services company with public acquirer. Karr Tuttle Campbell represented the seller.
Health Care Reorganization. Restructuring of four major Blue Cross/Blue Shield plans into a unified non-profit holding company structure. Karr Tuttle Campbell advised the principals and designed the corporate structure.
National Health-Care Services Provider. Investment in a national managed health care services provider by a major health-care services con¬tractor in a combined merger/cash infusion transaction. Karr Tuttle Campbell represented the investor.
Medical Equipment Products Company. Venture capital investment in preferred stock of a medical equipment products company. Karr Tuttle Campbell represented the issuer.
Nursing Home Facility and Real Estate. Sale of an 82-bed Medicaid certified nursing home facility in Eastern Washington with real estate and associated licenses to a nonprofit charitable corporation. Karr Tuttle Campbell represented the seller.
Nursing Home. Sale of a 190-bed Medicaid and VA-certified skilled care nursing home facility in Western Washington to a California for-profit nursing-home company. Karr Tuttle Campbell represented the seller.
Congregate Care Facility. Sale of assets of congregate care facility. Karr Tuttle Campbell represented the Seller.
Veterinary Hospital. Merger of veterinary hospital with veterinary services company. Karr Tuttle Campbell represented the seller.
Manufacturing
Aerospace Manufacturers. We have represented and continue to represent numerous manufacturers of aerospace parts and components. We have represented both purchasers and sellers in acquisition transactions.
Pulp and Paper Plant. Acquisition of pulp and paper plant in leveraged buyout transaction. Karr Tuttle Campbell represented the purchaser.
Car Stereo Manufacturer. Acquisition of substantial interest via stock and loans in an Arizona-based car stereo business by the largest U.S. manufacturer of car stereo components. Karr Tuttle Campbell represented the purchaser.
Spackle and Caulking Manufacturer. Acquisition of a national manufacturer of spackle and caulking products by a national paint company for stock exchange (C reorganization). Karr Tuttle Campbell represented the seller.
Bath Manufacturer. Acquisition of all the assets (including the plant) by a foreign corporation of the largest West Coast manufacturer of jetted baths and shower bases. Karr Tuttle Campbell represented the seller.
Vinyl Window Manufacturer. Acquisition of one-half interest in a major manufacturer of vinyl windows and sliding doors through a newly formed holding company involving mutual puts and calls. Karr Tuttle Campbell represented the selling shareholders.
Manufacturer of Industrial Boilers and Pressurized Vessels. Management buyout of stock in manufacturer of industrial boilers and pressurized vessels. Karr Tuttle Campbell represented management.
Paint Manufacturer. Acquisition of a 30 percent interest in the manufacturer of a graffiti-resistant paint. Karr Tuttle Campbell represented the purchaser.
Office Equipment Manufacturer. Acquisition of an office equipment manufacturer. Karr Tuttle Campbell represented the purchaser.
Check Printing Company. Sale of the assets of a check imprinting company to one of the country’s largest check printing companies. Karr Tuttle Campbell represented the seller.
Proprietary High-Fidelity Product Line and Business. Acquisition of proprietary high fidelity product line and operations by a manufacturer of high-end audio and stereo equipment. Karr Tuttle Campbell represented the purchaser.
National Manufacturer and Distributor of Navigational Equipment. Acquisition of a national manufacturer and distributor of branded navigational equipment by another national manufacturing company. Karr Tuttle Campbell represented the purchaser.
General Commercial
Paper Distribution Center. Spin-off and sale of a local distribution center by a major regional paper distributor. Karr Tuttle Campbell represented the seller.
Manufacturers’ Representative. Sale of stock in a closely-held manufacturers’ representative of commercial abrasives. Karr Tuttle Campbell represented the seller.
Broadcast radio stations. Sale of broadcast radio stations as going concerns in Alaska, California and Washington in a receiv¬ership proceeding.
Paper Distributor. Acquisition of a local paper distributor by a regional paper distribution company. Karr Tuttle Campbell represented the purchaser.
Truck parts distributor. Acquisition of a truck parts distributor. Karr Tuttle Campbell represented the purchaser.
Printing Company. Sale of all shares of a Seattle-based printing company to a major national concern. Karr Tuttle Campbell represented the seller.
Waste Handling and Recycling. Purchase of major waste management business in Washington State. The grandparent corporation was the subject of a large bankruptcy and the transaction required the trustee to obtain approval from the bankruptcy court as well as banks, other shareholders and creditors. Modifications also were made to existing financial arrangements. Karr Tuttle Campbell represented the purchaser.
Building Supplies Distributor. Financial acquisition of a major regional building supplies distributor from its parent company. Karr Tuttle Campbell represented the investment group that financed the acquisition.
Office Supply and Printing Service. Sale of stock of office supply and printing company for cash, promissory note and earnout. Karr Tuttle Campbell represented the Seller.
Floral Greens Business. Acquisition of assets of floral greens harvesting and distribution business for cash, promissory note and earnout. Karr Tuttle Campbell represented the purchaser.
Marine Transportation. Merger of a freight transportation servicing company with a corporation engaged in marine transpor¬tation, diesel repair and property and casualty insurance. Karr Tuttle Campbell represented the seller.
Wholesale Hardware. Acquisition of a wholesale hardware distributor. Karr Tuttle Campbell represented the purchaser.
Check Printing. Sale of all shares of a company engaged in the sale of checks under licenses from major national charitable organizations to a major U.S. check printing company. Karr Tuttle Campbell represented the seller.
Food Products
Coffee Roasting and Distribution. Acquisition of a major Seattle-based coffee roasting and distribution company in a leveraged buyout transaction. Karr Tuttle Campbell represented the acquiring party.
Frozen Food Products. Sale by the majority shareholder of controlling interest in a frozen food products company. Karr Tuttle Campbell represented the seller.
Fast-Food Restaurants. Acquisition of the assets of 15 Burger King restaurants. Karr Tuttle Campbell represented the purchaser.Regional Branded Food Company. Wall Street leveraged buyout acquisition of North American holdings comprised of regional branded food companies. Karr Tuttle Campbell acted as local counsel for the seller and the local operating companies.
Fast-Food Restaurants. Sale of assets of five Skipper’s Restaurants. Karr Tuttle Campbell represented the seller.
Dairy Processor/Distributor. Sale of all Eastern Washington dairy operations of a major, nationally branded dairy company as a going concern from a receivership; and sale of all remaining dairy operations in Western Washington and Oregon to the Northwest’s largest local independent grocery chain. Karr Tuttle Campbell represented the receiver.
Local Bakery. Acquisition of a major local bakery by a larger regional bakery. Karr Tuttle Campbell represented the purchaser.
Major Regional Branded Food Company. Sale of a major regional branded food company to a Dutch international holding company. Karr Tuttle Campbell represented the seller.
Local Bakery Plant and Facilities. Acquisition of a local bakery plant and facilities by a major regional bakery. Karr Tuttle Campbell represented the purchaser.
Seattle Area Restaurant Chain. Acquisition of three Seattle area restaurants by an established restaurant chain. Karr Tuttle Campbell represented the purchaser.
Cookie Company. Acquisition of stock and assets in the purchase of a cookie company. Karr Tuttle Campbell represented the acquiring shareholder.
Fast-Food Restaurant. Sale of the assets of a local chicken outlet to Boston Chicken Company. Karr Tuttle Campbell represented the seller.
Services
Marine Engineering. Sale of a marine engineering firm to a Cleveland-based firm. Karr Tuttle Campbell represented the selling shareholders.
Environmental Remediation. Acquisition of a Western Washington environmental remediation company by a national company. Karr Tuttle Campbell represented the seller.
General Construction Contractor. Acquisition of a general construction contractor by a publicly held company. Karr Tuttle Campbell represented the seller.
Peoples National Bank. Acquisition of Peoples National Bank, N.A., by U.S. Bank of Oregon National Association. Karr Tuttle Campbell was local counsel for People’s National Bank.
Event Coordinator. Sale of shares of company engaged in the coordination, management and staging of concerts and corporate events. Karr Tuttle Campbell represented the purchaser.
Retail Distribution
Office Supply Company. Acquisition by national office-supply chain of a local chain in a merger transaction for cash and pre¬ferred stock. Karr Tuttle Campbell represented the seller.
Grocery Chain. Leveraged buyout of a major Northwest grocery chain by a leveraged buyout fund managed by McCown, De Leeuw & Co. Lender was Banque Paribas in a combined stock and asset transaction. Karr Tuttle Campbell represented the seller.
Grocery Chain. Tax-free restructuring and spin-off of real estate operations in a closely held grocery store chain. Karr Tuttle Campbell represented the company and its shareholders.
Grocery Chain. Purchase of all shares of grocery store chain, with spinoffs of individual locations. Karr Tuttle Campbell represented the acquiring company.
Jewelry Business. Tax-free split up of a closely held jewelry and wholesaling business. Karr Tuttle Campbell represented the company.
Clothing Designer/Importer. Acquisition of a clothing designer and importer by a manufacturer and designer owned by a Japanese holding company. Karr Tuttle Campbell represented the seller.
Automobile Dealership. Acquisition of a Seattle area foreign-brand car dealership. Karr Tuttle Campbell represented the purchaser.
Art Supply Distributor. Acquisition of a West Coast art supply distributor by a national distributor based in Atlanta. Karr Tuttle Campbell served as local counsel for the national distributor.
Retail Store and Real Estate. Acquisition of retail store assets, operations and real estate in Eastern Washington by a Seattle area retailer. Karr Tuttle Campbell represented the purchaser.
Retail Clothing Store. A convertible debenture transaction involving acquiring an interest in a retail clothing store. Karr Tuttle Campbell represented the purchaser.
Retail Clothing Store. Sale of a Portland-area retail store and associated fashion brands. Karr Tuttle Campbell represented the seller.
Retail Pet Food and Supply Stores. Acquisition of a chain of retail pet food and pet supply stores. Karr Tuttle Campbell represented the purchasers.
Tire Franchise. Sale of a franchise and assets of a tire company. Karr Tuttle Campbell represented the seller.
Fisheries
Local Fishery Company. Purchase of a minority interest in a local fishery company. Karr Tuttle Campbell represented the purchaser.
Publicly Traded Fishery Company. Acquisition of the stock of a publicly traded major fishery company by Tysons Foods. Karr Tuttle Campbell represented Nippon Suisan Kaisha, one of the major shareholders.
Seafood Processing Companies. Acquisition of two seafood processing companies by another; also, sale of the same seafood processor to a larger company. Karr Tuttle Campbell represented the purchaser in the first transactions and seller in the second.
Seafood Processing Company. Acquisition of the stock of a seafood processing facility by a Japanese company. Karr Tuttle Campbell represented the purchaser.
Boat Dock and Lift Supplier. Sale of assets of a local seller and installer of docks and boat lifts. Karr Tuttle Campbell represented the seller’s shareholders.
