Our team represented clients who were co-owners of one of the oldest dairies in Oregon. They were sued by minority interest holders who wanted to enjoin the sale of the dairy to a third party. The plaintiffs contended that they had or wanted to make a higher and better offer. However, their contention was not correct and actually was causing diminution in value due to the delay and publicity from the lawsuit. Our clients with other majority owners prevailed after a 5-day contested hearing. The sale was completed and closed prior to the start of the Covid-19 pandemic which might have made it difficult to complete any sale.
North Pacific Group of Companies
Served as lead counsel to the federal court receiver appointed to liquidate the assets of the North Pacific debtor companies. Our attorneys, Barry Caplan and Jeff Misley, led a team that promptly sold the company’s major assets, paid its secured creditors in full within weeks of the receiver’s appointment, and implemented a further liquidation strategy for the remaining assets and for distributions to creditors.
Represented a group of financial institution lenders in one of the largest and most complex Chapter 11 bankruptcy cases ever filed in the state of Oregon involving assisted living and nursing homes located throughout the United States. Successfully asserted and protected our lender clients’ rights and remedies regarding their collateral in the negotiation of a $1.2 billion sale of the companies’ assets.
Douglas Wilson, Receiver
Represented a nationally known receiver in a Superior Court of Washington case in which a large national bank was foreclosing on valuable property in downtown Seattle. Although defendants both delayed and defended the matter, we helped the Receiver find a stalking horse bidder and subsequently obtained bidding procedures whereby a competitive bid led to an auction which tripled the proceeds from the sale (and was the largest per square foot amount paid for undeveloped property to that date in Seattle). The sale was approved free and clear of liens under the Washington Receivership Statute.
Represented Creditors’ Committee as co-counsel with a New York law firm in a Chapter 11 of a sizable chain of stores. As part of the case, was able to submit a joint plan of reorganization which allowed for the orderly liquidation of the stores, their inventories (undergoing out-of-business sales and later liquidation sales), and by selling the designation rights to the leases at several locations in shopping centers and elsewhere. All secured creditors were paid in full, and creditors got a substantial dividend.
Oregon Arena Corporation
Represented as local counsel (with nationally known lead counsel) a corporation in Chapter 11 which owned the arena in which the Portland Trail blazers of the NBA were the lead tenant. In addition, many other events were held in the arena. Owner had dispute with Secured Lenders resulting in a contested plan of reorganization in the matter. Dispute was ultimately resolved between the parties after Lenders acquired the arena, but owner reacquired and revitalized the arena after the case was completed.
Represented federal court receiver in aid of liquidation of sizable Oregon company in foreclosure by bank. Successfully liquidated all assets and were able to pay secured debt and ultimately a 50% dividend to unsecured creditors.
Represented the assignee for the benefit of creditors of a major in-store and website camera retailer in two multi-million dollar sales of the company’s assets. Prepared the formal asset assignment agreement and sale documents, and handled creditor-related claim and payment issues. All secured and priority claims were paid in full, with unsecured creditors receiving a large percentage of their claims through an earn-out.
Purchasing Assets Through Bankruptcy
Represented a well-known Oregon company who desired to purchase assets and Portland-area locations of a well-known Chapter 11 debtor. There were competing bidders from two other states. The combined bids of our client and one other party were greater than the single bid from two out-of-state bidders, each of whom wanted all of the locations of the debtor. Prepared pleadings to obtain appropriate bidding procedures to enable our client to “partner” with another interested party from Oregon. Client was successful in obtaining the highest bid at an auction for the assets the client wanted. Prepared or approved all of the necessary documentation to finalize the sale of those assets. Success of our efforts enabled the acquisition of the operations synergistic to our client’s existing business.
Wind-Down of Business Operations
Represented a long-time Portland retailer at several locations in a year-long program involving reduction of operations and ultimately a going-out-of-business sale. Advised client on steps to take which enabled all priority and secured debt to be satisfied. Successful in enabling company to satisfy secured debt (and, in turn, minimize individual owner’s guaranty exposure to lender).