Mark F. LeRoux

Tonkon Torp’s Corporate/M&A practice group 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 (NYSE: AHS). As special M&A counsel, Tonkon handled all legal aspects of the transaction in coordination with the client’s General Counsel.

Kurt Ruttum, who led the firm’s ShiftWise sale transaction team, said the deal was complex due to a relatively large number of seller shareholders, corporate tax issues, and buyer concerns about intellectual property ownership and open source software use. ShiftWise retains its brand, location and leadership. It continues to sell and support its vendor management technology directly to healthcare clients, affiliate vendors and MSP providers through its Portland-based workforce.

Tonkon’s M&A capabilities are broad and scalable, allowing the firm to serve clients from the largest NYSE-listed company to start-ups. The ShiftWise transaction team included Mark LeRoux and Rachel Atchison.

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. The Aurora-based aviation company is perhaps best known for their fleet of heavy-lift Chinook helicopters used in defense, firefighting, and natural resource explorations. Tonkon Torp was initially engaged by CHI to handle litigation nearly 10 years ago. Pleased with the results, CHI began to shift more of its legal work to Tonkon Torp until nearly every practice group in the firm supported the client.

In 2018, a deal to sell CHI was struck with The Bristow Group, a publically traded helicopter company based in Texas. Due to a number of factors unrelated to CHI or the deal, the buyer couldn't finance the transaction and terminated the purchase. Tonkon Torp worked diligently to ensure that disengaging from the deal, which included collecting a $20 million breakup fee, would not hinder CHI's ability to smoothly engage with a new buyer.

Within two months of the scuttled sale, CHI's investment banker had located a solid, solvent buyer in AE Industrial, a private equity firm specializing in aviation markets. Since a substantial amount of legwork for a sale had already been completed, the parties truncated the negotiation process and quickly came to agreement on terms.

Justin Denton led the transaction. Attorneys Tom Palmer, Mark LeRoux (tax), Michael Millender (employee benefits), Jeff Woodcox, Claire Brown, and Elizabeth Judd joined Justin to complete the deal.

Tonkon Torp also worked with an outside law firm to represent CHI employees for certain employment-related documentation required by the new buyer.

The sale closed in August 2019, and CHI expressed a high level of satisfaction for how seamlessly the Tonkon Torp team worked together on the transaction. CHI will retain its Oregon operations, and its relationship with Tonkon Torp continues.

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.

The multi-faceted investment transaction included a corporate restructure, equity sale and equity rollover. Opus founders remain owners and retain leadership roles in the business, which will continue to be headquartered in Beaverton. Debt financing for the deal was provided by Chicago-based Monroe Capital.

Jeff Cronn led the transaction team, which included attorneys Drea Schmidt, Claire Brown, Mark LeRoux, David Forman, and Michael Millender.