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Jeff

A. Jeffery Bird

ShareholderBusiness Transitions Team Chair

Jeff Bird is a transactional business lawyer with more than 25 years of experience representing public and private businesses in complex business transactions and securities matters.

He counsels businesses of all sizes in mergers and acquisitions, public and private securities offerings, tender offers, proxy contests, divestitures for public and private companies, corporate finance and governance, securities law and venture capital transactions.

Jeff has extensive knowledge of SEC compliance matters, and regularly advises public companies on corporate governance issues and SEC periodic reporting requirements under the Securities Exchange Act of 1934. He advises and works closely with boards of directors, board committees, special committees and management. In 2008, Jeff served as interim General Counsel of Movie Gallery, Inc., a public company that had more than a billion dollars in revenue.

Jeff has developed a niche practice in succession planning and helps business owners plan for and execute business transition and business succession plans. He is certified by the Exit Planning Institute as an Exit Planning Advisor, joining approximately 400 other certified exit planning professionals worldwide.

Experience

Special Securities Counsel In re Washington Mutual, Inc.*
Retained as Special Securities Counsel to Official Committee of Equity Security Holders of Washington Mutual, Inc. in connection with emergence of WMIH Corp. from the WaMu bankruptcy, with $75M in cash, access to $175M line of credit and $5.7B in net operating losses.
WMIH Corp. $600M Private Offering of Series B Convertible Preferred Stock
Served as local counsel and advised WMIH Corp. in its $600M private offering of Series B convertible preferred stock, which was used to finance the company's efforts to explore and fund acquisitions.
WMIH Corp. Strategic Investment by KKR
Served as local counsel in a strategic investment by KKR Management Holdings L.P. and KKR Fund Holdings L.P. (together, “KKR”), in WMI Holdings Corp. (WMIH), in which KKR purchased approximately $11M of WMIH’s convertible preferred stock, committed to purchase up to $150M of subordinated 7.5 percent PIK notes, and received five-year warrants to purchase approximately 61.4M shares of WMIH's common stock.
Special Committee of Global Fundraising Company — Strategic Advice
Retained as counsel to advise the Special Committee of the Board of Managers of a Global Fundraising Company on strategic alternatives available to the company.
Clear Choice Health Plans, Inc. Going Public Transaction*
Represented Clear Choice Health Plans in the first conversion in Oregon of a health care services contractor to domestic stock insurance company and took the company public.
WMIH Corp. Payoff of $130M First and Second Lien Notes and Discharge of Indentures
Advised WMIH in its payoff of $130M 13% senior first and second lien notes due 2030, and the satisfaction and discharge of the related indentures.
WMIH Corp. Commutation of Multiple Insurance Trusts
Advised WMIH Corp. in the negotiation of commutation and release agreements pertaining to a number of insurance trusts.
Clear One Health Plans $58M Going Private Merger With Pacific Source Health Plans*
Represented Clear One Health Plans in $58M going private merger transaction with Pacific Source Health Plans.
Toyota Tsusho Corporation Acquisition of C.B. Equipment Co.*
Represented Toyota Tsusho Corporation in acquisition of C.B. Equipment Co.
Movie Gallery, Inc. $68M Conversion of First Lien Debt to Equity*
Represented Movie Gallery, Inc., in conversion of approximately $68M of first lien debt to equity.
Clear Choice Health Plans, Inc. Acquisition of Third-Party Administration Company*
Represented Clear Choice Health Plans, Inc., in acquisition of third-party administration company.
Reptron Electronics Inc. $30M Debt Tender Offer*
Represented Reptron Electronics in connection with launch and completion of $30M debt tender offer.
Clear One Health Plans Takeover Defense*
Represented Clear One Health Plans in successful takeover defense against dissent shareholder.
Reptron Electronics Inc. $50M Going Private Merger*
Represented Reptron Electronics in $50M going private merger transaction.
Clear Choice Health Plans, Inc. $7.5M Intrastate Securities Offering*
Represented Clear Choice Health Plans, Inc., in $7.5M intrastate securities offering.
Voicecom Systems, Inc. $50M Secured Term Loan and Revolver*
Advised Voicecom Systems with regard to a $50M secured term loan and revolver.
Rentrak Corporation v. Hollywood Video*
Obtained $16M settlement for Rentrak Corporation in connection with breach of contract and fraud suit against Hollywood Video.
InFocus Corporation $5M Series A Preferred Stock Venture Funding*
Advised InFocus Corporation in $5M Series A Preferred Stock venture funding.
Rentrak Corporation $10M Secondary Public Offering of Common Stock*
Represented Rentrak Corporation in $10M secondary public offering of common stock.
WMIH Corp. Redemption of $110M First Lien Notes and Discharge and Satisfaction of Indenture
Advised WMIH Corp in the redemption of $110M First Lien Notes and discharge and satisfaction of First Lien Indenture.
Business Financing Solutions Company Stock Split
Advised the Special Committee to the Board of Directors of a business financing solutions company in connection with a stock split.
Assisted Living Concepts, Inc. $130M Going Private Merger*
Represented Assisted Living Concepts, Inc., in $130M going private merger transaction.
Assisted Living Concepts, Inc. $40.25M Senior Secured Notes and $15.25M Junior Secured Notes Defeasance*
Represented Assisted Living Concepts, Inc., in legal defeasance of $40.25M Senior Secured Notes and $15.25M Junior Secured Notes.
Washington Mutual, Inc. Shareholders Suit *
Represented shareholders of Washington Mutual, Inc. in suit to force annual shareholders meeting.
Rentrak Corporation in $20M Spin-off Transaction*
Represented Rentrak Corporation in $20M spin-off transaction.
TRW Inc. $500M Self-Tender Offer*
Assisted TRW Inc. with a $500M self-tender offer.
Assisted Living Concepts, Inc. Sale of Assets*
Represented Assisted Living Concepts, Inc., in sale of assets and partial redemption of $40.25M Senior Secured Notes.
WMIH Corp. Redemption of $18.2M Second Lien Notes and Discharge of Indenture
Advised WMIH Corp. in its redemption of $18.2M Second Lien Notes and discharge of indenture.
Jibe Consulting, Inc. Acquisition by The Hackett Group, Inc.
Advised Jibe Consulting in its acquisition by The Hackett Group.

* Denotes experience at a previous firm

Professional Experience

Lane Powell, Shareholder (2013 – Present)
Movie Gallery, Inc., Interim General Counsel (2008)
Schwabe, Williamson & Wyatt, Shareholder (2006 – 2013)
Garvey, Schubert & Barer, Principal (1988 – 2006)
Jones Day, Senior Associate (1981 – 1988)

Community Involvement

National Association for Corporate Directors Northwest Chapter

Programming Committee, Vice Chair Sponsorship (2019-Present)
Board Member (2011-Present)
Advisory Board – Portland, Chairman (2009-2017)
Vice President – Portland (2013-2015)

Oregon State Bar

Securities Regulation Section, Chair (2013)
Securities Regulation Section, Secretary, Treasurer and Chair-Elect (2010-2012)
Securities Regulation Section, Executive Committee (2009-2014)
Corporate Counsel Section, Member
Business Law Section, Member

32nd Annual Northwest Securities Institute, Steering Committee (2012)

The Arlington Club, Member

Board Member, Oregon Wildlife Heritage Foundation (2011-2016)

Board Member and Former Chair, Business for Culture and the Arts (2011-2015)

Thought Leadership

July 6, 2020News
Ten Lane Powell Attorneys Recognized by Super Lawyers in Oregon for 2020
Awards & Honors
March 13, 2020Event / CLE
Navigating the Sale or Transition of Your Business
Tallus Capital Management | Lake Oswego, Oregon
November 14, 2019Event / CLE
Cybersecurity Director Roundtable
August 15, 2019News
The Best Lawyers in America© 2020 Recognizes 63 Lane Powell Attorneys
Awards & Honors
August 8, 2019News
Bird Elected Vice Chair Sponsorship of National Association of Corporate Directors Northwest Chapter
Awards & Honors
July 5, 2019News
Twenty-one Lane Powell Attorneys Recognized by Super Lawyers in Alaska and Oregon
Awards & Honors
April 26, 2019Event / CLE
Exit Strategies
The Seminar Group Business Law CLE | Seattle
January 23, 2019Event / CLE
Business Transition Planning for Financial Advisors
Financial Planning Association of Oregon & S.W. Washington Chapter Meeting | Portland, Oregon
December 1, 2018Publication
The Family Business Charter: An Essential Tool for Growing and Sustaining a Family Business
Seattle Business Magazine
October 5, 2018News
Bird Recognized as NACD Governance Fellow
Awards & Honors
September 27, 2018Event / CLE
How NOT to Run a Foundation: Lessons From the Trump Foundation Lawsuit
Northwest Planned Giving Roundtable Annual Conference | Portland, Oregon
August 15, 2018News
The Best Lawyers in America© 2019 Recognizes 62 Lane Powell Attorneys
Awards & Honors
July 24, 2018News
Twenty-three Lane Powell Attorneys Recognized by Super Lawyers in Alaska and Oregon
Awards & Honors
June 1, 2018Publication
Planning for Exit: Beware of the Deal Killers
Oregon Business Magazine
May 1, 2018News
Bird Quoted in Oregon Business Magazine Article ‘Where Was Nike’s Board of Directors?’
In the News
April 19, 2018Event / CLE
Cybersecurity and the CFO
Financial Executives International | Portland, Oregon
April 10, 2018Event / CLE
Nominating and Governance Roundtable
National Association of Corporate Directors Northwest Chapter | Seattle
March 22, 2018Event / CLE
Perfect Raincoats: Planning for Changing Seasons
Lane Powell Beneficiaries & Brews Seminar | Portland, Oregon
March 2, 2018News
Bird Quoted in Oregon Business Magazine Article ‘The Age of the Activist Investor: Do Corporate Boards Need to be More Independent?’
In the News
August 15, 2017News
Fifty-nine Lane Powell Attorneys Named in The Best Lawyers® in America 2018
Awards & Honors
July 19, 2017News
Bird Elected to Third Term on National Association of Corporate Directors Northwest Chapter Board of Directors
Awards & Honors
July 10, 2017News
Twenty-three Lane Powell Attorneys Recognized by Super Lawyers in Alaska and Oregon
Awards & Honors
June 2, 2017Publication
Succession Planning: Minimizing Conflict, Maximizing Return
Portland Business Journal
May 18, 2017Event / CLE
Family Business Charters: The Essential Guide to Evolve, Grow and Sustain the Operation of the Family Business
Oregon State University | Portland, Oregon
November 15, 2016Event / CLE
Director Roundtable: Board Diversity — Women Serving on Boards
National Association of Corporate Directors | Portland, Oregon
October 25, 2016Event / CLE
Mitigating Deal Risk From Beginning to End
National Association of Corporate Directors | Portland, Oregon
September 22, 2016News
Lane Powell Launches Business Transitions Team
Firm Announcement
August 17, 2016News
Fifty-one Lane Powell Attorneys Named in The Best Lawyers in America® 2017
Awards & Honors
July 11, 2016News
Twenty-one Lane Powell Attorneys Recognized by Super Lawyers in Alaska and Oregon
Awards & Honors
August 17, 2015News
Forty-eight Lane Powell Attorneys Named in The Best Lawyers in America® 2016
Awards & Honors
July 8, 2015News
Fifteen Lane Powell Attorneys Named ‘Oregon Super Lawyers’ and Four Named as ‘Oregon Rising Stars’
Awards & Honors
April 7, 2015News
Bird Quoted in Oregon Business Magazine Article About Baby Boomers and the Importance of Succession Planning in a Major Demographic and Economic Shift
March 3, 2015News
Bird and Lenhart Interviewed by Oregon Business Magazine Regarding the Value of Having an Exit Planning Strategy
February 25, 2015Event / CLE
The Unique Challenges of Governing Small-cap Companies
National Association of Corporate Directors | Portland, Oregon
August 18, 2014News
Fifty-One Lane Powell Attorneys Named in The Best Lawyers in America® 2015
Awards & Honors
July 9, 2014News
Fifteen Lane Powell Attorneys Named ‘Oregon Super Lawyers’ and Five Named as ‘Oregon Rising Stars’
Awards & Honors
May 2, 2014Event / CLE
Current Trends in Mergers and Acquisitions
Washington State Bar Association's Northwest Securities Institute | Seattle

Practices & Industries

Business Transitions
Corporate, Securities and M&A

Education

University of Virginia School of Law, J.D.
- William Minor Lile Moot Court Competition, Finalist
Washington and Lee University, B.A., cum laude
- Certificate in Commerce
- Double Major in Business Administration and Philosphy

Accreditation

Exit Planning Institute, Certified Exit Planning Advisor

National Association for Corporate Directors, Governance Fellow

Admissions

Oregon
Washington
District of Columbia
U.S. District Court, District of Columbia
U.S. Supreme Court

Honors

“Oregon Super Lawyer,” Thomson Reuters, Mergers and Acquisitions (2009-2020)

Recognized for his work in Mergers, Acquisitions and Buyouts by The Legal 500 (United States, Northwest Category)

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