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Buchalter

Marcus J. Williams

Marcus J. Williams

Shareholder

Expertise

  • Corporate Law
  • Commercial Finance
  • Energy & Natural Resources Law

WSG Practice Industries

Activity

WSG Leadership

WSG Coronavirus Task Force Group
Member

Buchalter
California, U.S.A.

Profile

Marc Williams is a Shareholder in Buchalter’s Corporate Practice Group, practicing in the Seattle, Los Angeles and Portland offices, where he represents a variety of established businesses in securities, corporate, mergers and acquisitions and related matters. Marc’s engagements have run the spectrum from serving as special counsel to the audit committee of one of the world’s best-known consumer products companies, to counseling successful family businesses and their owners. Marc has represented issuers in public offerings as large as $600 million and investment fund promoters in offerings as large as $1 billion. Recent capital markets transactions include a $480 million subordinated note offering by JELD-Wen and initial public offerings including Clearwire Corporation ($600 million) and HomeStreet, Inc. ($100 million). His mergers and acquisitions experience includes the $900 million sale of assets from an investment fund operated by the Alaska Permanent Fund Corporation. He is currently representing Pope Resources, a 160-year-old timberland owner and manager, in its auction and $650 million sale to Rayonier, Inc.

Marc’s practice focuses primarily on public and mature private companies, and he has a particular expertise in banking and other financial businesses, including registered investment advisers and investment funds. He also has engaged in numerous corporate transactions in the aviation, financial services, energy/natural resources, healthcare, manufacturing, hospitality and consumer products sectors.

Marc also has extensive experience advising targets of shareholder activism campaigns and unsolicited takeover proposals, including Pope Resources, McCormick & Schmick’s, Willamette Community Bank and BEO Bancorp. Further, he has served as special counsel to boards of directors and committees for some of their most difficult and strategically sensitive circumstances.

Marc lives with his wife and their five children near Los Angeles, where Marc is active in a variety of charitable organizations.

Mr. Williams has been named as one of “America’s Leading Lawyers for Business” in Corporate/Commercial (Washington) by Chambers USA from 2010-2018. He is listed in Best Lawyers in America in Securities Law by Woodward/White, 2013-present and has an AV Rating® from Martindale-Hubbell®. He was also a recipient of the Willard J. Wright Award for Outstanding Community Service in 2010.

Professional Activities

  • Advisory Board, Los Angeles Sports and Entertainment Commission
  • Member Securities Committee and Legislative Committee, Washington State Bar Association

Community Activities

  • Board of Directors, 2013-2018; Chair, 2016 – Mary’s Path, Santa Ana, CA.
  • Board of Directors, Family Services of King County, 2003-2006.
  • Board of Directors, Holy Family College Preparatory School, Glendale, CA.
  • Member of St. Bede the Venerable Catholic Church in La Cañada, CA.

Bar Admissions

  • California
  • Oregon
  • Washington

Education

  • Southern Methodist University Dedman School of Law
  • Auburn University
Areas of Practice

Commercial Finance | Corporate Law | Energy & Natural Resources Law

Professional Career

Significant Accomplishments

  • Representing Pope Resources, a Poulsbo, Washington-based timber and real estate development company, in its activism campaign and its pending $600 million merger with Rayonier, Inc.
  • Representing a family owned, multi-generational Los Angeles-based wholesale distributor in connection with shareholder activism campaign and related disputes.
  • Representing Seattle-based investment advisory firm in pending sale transaction and related corporate and shareholder matters.
  • Representing Oregon-chartered stock bank in responding to activist shareholder and related matters.
  • Represented Forterra, a Seattle-based nonprofit whose mission is securing a sustainable future for the Pacific Northwest, in forming three social impact investment funds. These funds are focused on securing properties for community space, affordable housing, and small businesses as the Puget Sound Region and Western Washington come under increasing development pressures.
  • Represented Coldstream Holdings, Inc., in multiple acquisitions of investment advisors, insurance brokers and related transactions.
  • Represented nationally recognized television production company in structuring investment entity to receive and hold securities issued by reality television show participants and allocating interests to celebrity “mentors.” Engagement included structuring and forming investment entity and related management company, structuring and issuing equity interests to celebrity participants, and structuring equity securities to be issued by production participants.
  • Represented Willamette Valley Vineyards (Nasdaq: WVVI) in registered public offering of Series A preferred stock.
  • Represented HomeStreet, Inc., in its $54 million acquisition of Orange County Business Bank.
  • Represented Edison Energy in its simultaneous acquisition of three alternative-energy companies.
  • Represented Edison Energy in its minority investment in an energy management technology company.
  • Represented HomeStreet, Inc., in its $124 million acquisition of Simplicity Bancorp.
  • Represented HomeStreet in its simultaneous acquisitions of Fortune Bank, YNB Financial Corporation and Yakima National Bank.
  • Represented the Alaska Permanent Fund Corporation in its contribution of $904 million in real estate assets to American Homes 4 Rent, a newly formed REIT, and in the subsequent $1.6 billion initial public offering of American Homes 4 Rent.
  • Represented Williams Controls, Inc., a global manufacturer of electronic engine and throttle controls serving the heavy truck and heavy equipment industry, in its auction and $125 million sale to Curtiss-Wright Corporation.
  • Represented HomeStreet, Inc. in its $100 million initial public offering.
  • Represented Anatec International, Inc., a testing and engineering services company in the nuclear power industry, in its auction and sale to Curtiss-Wright Corporation.
  • Issuer’s counsel in the $460 million Rule 144A offering of JELD-WEN’s senior secured notes, as a part of JELD-WEN’s $1.2 billion debt refinancing.
  • Represented McCormick & Schmick’s in response to unsolicited tender offer by Landry’s Restaurants, Inc.
  • Represented McCormick & Schmick’s Seafood Restaurants in its auction and $131 million merger with Landry’s Restaurants, Inc., following the defeat of Landry’s previously announced hostile tender offer.
  • Response to Bank of Eastern Oregon’s unsolicited merger proposal by Community Bancshares, Inc.
  • Represented Semitool, Inc., in its auction and $364 million tender offer and merger with Applied Materials, Inc.
  • Represented limited liability company in the medical device industry in the $103 million sale of 100 percent of its equity to The Riverside Co., a private equity firm.
  • Represented Australia and New Zealand Banking Group in its acquisition of Citizens Bank of Guam.
  • Represented Clearwire in its $600 million initial public offering.
  • Represented Clearwire in connection with its $900 million strategic financing by Google, Motorola and Sprint.

Articles

  • Force Majeure and COVID-19


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