Coni S. Rathbone, JD, CRE, Shareholder

Coni Rathbone focuses on real estate, corporate and securities law, mergers and acquisitions, and general business transactions. She regularly helps clients in the purchase, development and sale of commercial property. Coni works on securities transactions including private placements, focusing on real estate securities. She does significant work in corporate and limited liability company formation. Coni has significant expertise in representing tenant-incommon (TIC) sponsors and investors. She also serves as general counsel for several Oregon corporations.

 

Practice Highlights

Real Estate Leasing

• Clearwire Corporation, LLC - national leasing counsel negotiating multiple office and retail leases all over the country.
• Wind Technology Company - negotiate offices leases for client with unique business needs, as world's leading supplier of wind-power solutions.
• Telecommunications Company - national leasing counsel for office space across the United States. Drafted and negotiated complex office leases, subleases and telecommunications license agreements.

TIC Work

• Represented over 100 Tenants in Common Owner in commercial real property workouts with sponsors, managers and lenders to salvage owners’ investments in troubled market.

Real Estate Securities

• American Equities - represented issuer in multiple Series 506 private placements involving mortgage participation securities.Work included: structuring complicated offering involving the issuance of promissory notes and membership interests in entities holding pools of real estate mortgages in the United States and Mexico; securities compliance; due diligence; investigation and drafting disclosures onMexican real estate law; continuing general counsel relationship.
• Represent issuers in creating financing vehicles through securities transactions to fund real estate acquisitions and developments.
• American Eagle Mortgage - represented mortgage broker offering mortgage backed securities in real estate matters and in construction lien dispute matters. Negotiated construction lien disputes and real property security interest disputes. Continuing general counsel relationship.
• American Development - represented developer in securities offerings and creating entities to acquire, develop, and resell a 19-unit condominium project in Vancouver,Washington, and a 40-lot subdivision inWoodland, Washington Prepared all disclosure documents, offering memorandum, subscription agreements, state and federal securities filings and all other securities documents; negotiated construction contracts, property acquisition documents and development agreements; created condominium, including CC&Rs and other state-required documents; land use and entity formation. ($5 million) Continuing general counsel relationship.
• Represented Issuer in DST Syndication.

Corporate & Entities

• Snack Alliance - represented Canadian private-label snackmanufacturer as general counsel in numerous acquisition and operational transactions.Work included: company strategic and tax planning; entity formations; corporate compliance; negotiating distribution agreements nationally and in Mexico; and negotiating manufacturing agreements nationally and in Mexico. Continuing general counsel relationship.

Selected Experience Acquisition and Development

• City Bible Church - acquisition and development of church campus. Drafted and negotiated acquisition documents; due diligence; land use. Continuing general counsel relationship.

Acquisition of Facilities

• Snack Alliance, Inc. - represented Canadian private label snackmanufacturer in acquisition of three manufacturing facilities in Oregon, Utah and Virginia. Negotiated acquisition documents; due diligence; land use. Continuing general counsel relationship.

Acquisition of Land

• Governmental entity - acquisition of land from bankruptcy estate in lieu of condemnation. Negotiated complicated transaction documents with hostile seller.

Acquisition of Property

• Tokyo Electron of Oregon - acquisition of 48 acres of real property to site a multimillion-dollar semiconductor production equipmentmanufacturing facility. Investigated and negotiated tax incentives; real property acquisition; due diligence; land use; public and governmental relations. ($6.1 million) Continuing general counsel relationship.
• Matsushita Electronics - acquisition of real property for development of multimillion dollar manufacturing facility. Work included real property acquisition, due diligence, and land use.

Condo Development

• Represented owner in developing a condominium complex. Drafted covenants, conditions and restrictions for condominium; project management; entity formation; regulatory compliance; due diligence; land use.

Creation of Subdivision

• 7 Ranges, Inc. - represented client regardingMontana rural subdivision and tax advantaged structuring for conveyance. Negotiated all documents regarding conveyance to development company; land use; tax structuring; project management; selection of consultants. ($13.5 million) Continuing general counsel relationship.
• BFG, Inc. - Represented client in the creation of numerous subdivisions. Drafted complicated covenants, conditions and restrictions for various classes of planned communities; land use; formed homeowners associations; advised client regarding responsibilities (cumulative $14 million). Continuing general counsel relationship.

Financing

• New Beginnings Christian Center, Inc. – represented client in series of transactions to obtain bond financing and sell existing facility. Advised client regarding bond financing; negotiated with underwriters; coordinated security 3 interests; negotiated facility sale agreement and seller financing documents; due diligence. ($8.2million).

Golf Course Development

• Represented owner in developing a golf and recreation facility in Medford, OR. Drafted and negotiated 99-year ground lease; public and governmental relations; land use.
• Represented owner in developing an 18-hole golf course inMyrtle Creek, OR. Handled property tax matters.
• D.S. Parklane Development, Inc. - represented owner in developing a golf course development with two 18-hole championship courses. Negotiated numerous contracts with the community and easement agreements; project management; major land use issues; environmental matters; drafted and negotiated numerous construction, consultant and infrastructure contracts; public and governmental relations; prepared all golf membership and promotion materials; negotiated bank financing; entity formation and employment agreements. ($24 million) Continuing general counsel relationship.

Mixed-use Development

• Represented owner in developing amajor mixed-use development; one million square feet of space on eight acres. Created declarations and condominiums; project management; due diligence; land use; complex structuring of development; reviewed commercial leases and negotiated complex services agreements. ($150 million).

REIT

• Represented buyer in purchase of shopping center and apartments. Negotiated property acquisition and handled due diligence. ($15.5 million).

Real Estate Finance

• Bible Temple - represented owner in obtaining financing for facility expansion via taxable church bonds. Negotiated complex trust indenture and other bond documents; complicated real estate sale; major due diligence; security interest issues and securities matters. ($3 million) Continuing general counsel relationship.

Real Estate Matters

• Healthfirst Properties, LLC - representedmanaged health care organization in real estate matters. Created entities; created forms and negotiated leases for four major medical office buildings; provided strategic and tax structuring and guidance; drafted sale documents and negotiated sale transactions for four medical office buildings; advised managing board. ($15,735,000).

Real Estate/Siting

• Photronics Oregon, Inc. - represented owner in siting photomask manufacturing facility. Drafted and negotiated 99-year ground lease and option to purchase to accommodate yet uncompleted subdivision; project management; due diligence; land use; prepared and negotiated construction contract; drafted covenants, conditions and restrictions for subdivision; public and governmental relations. ($50 million).
• SGL Carbon Corporation - represented owner in siting carbon manufacturing facility. Drafted and negotiated 99-year ground lease and option to purchase in order to accommodate a yet uncompleted subdivision; project 4 management; due diligence; land use; prepared and negotiated construction contract; drafted covenants, conditions and restrictions for subdivision; public and governmental relations. ($13 million).
• WaferTech, LLC - represented owner in siting a major wafer manufacturing facility. Investigated and negotiated tax incentives; real estate acquisition; due diligence; environmental investigation; land use; public and governmental relations. Continuing general counsel relationship.
• Shimadzu U.S.A. Manufacturing, Inc. - represented owner in siting a diagnostic testing equipment assembly facility. Prepared and negotiated construction contract and infrastructure agreement; investigated and negotiated tax incentive; project management; real property acquisition of 15 acres for $1.05 million; due diligence; environmental investigation; land use; public and governmental relations ($10million). Reengaged to represent owner to double the size of the facility.
• Komatsu Electronic Metals Company, Ltd. - represented owner in siting a silicon wafer manufacturing facility. Prepared and negotiated construction contract; project management; real property acquisition; due diligence; land use; public and governmental relations; entity creation. ($450million) Continuing general counsel relationship.
• Sumitomo Sitix Corp. - represented owner in pursuing siting for a silicon wafer fabrication facility. Work included project management; strategic investments program application and other tax incentives investigations and negotiations; public and governmental relations; real property acquisition; environmental investigation; due diligence; land use; infrastructure development agreements; employee search activities; entity formation; building development permit applications and negotiations and energy analysis and negotiation. ($1 billion).

Sale of Property

• 7 Ranges, Inc. - sale of 715 acres of developed property in Bozeman, Mont. Negotiated purchase agreements and addenda; negotiated and drafted complex easement arrangements and closing. ($9,750,000).

Advisories

• Oregon Supreme Court: Measure 37 Rights Extinguished UnderMeasure 49: Common law vested rights remain; further court decisions needed, 05.13.08
• Potential Impact of Ballot Measure 49 on Existing Measure 37 Claimants, 08.13.07
• Oregon Legislature Amends Oregon Condominium and Planned Community Acts, Reprinted with permission from the Daily Journal of Commerce, 06.06.07

Books & Publications

• "Are TICWorkouts Working Out??," REISA, November, 2010
• "Possible New Direction of the NAR Exemption - Bifurcation," CCIM Newsletter, August 2008
• "SEC Keeps Quiet About Proposed TIC Exemption," The Daily Journal of Commerce, 02.28.08
• "SEC Continues to Mull Tenant-in-Common Exemption," Portland Business Journal, 02.08.08 5
• "Obtaining Development Financing byWay of Securities," Portland Business Journal, 08.31.07
• "Oregon Legislature Amends Oregon Condominium and Planned Community Acts," The Daily Journal of Commerce, 06.01.07
• "Legislature Looks to Tweak Condo Conversion Rules," The Daily Journal of Commerce, 05.25.07
• "Oregon House Looks to Help Fill Empty HOA Boards," The Daily Journal of Commerce, 05.24.07
• "Legal Structure Sets Tone for Real Estate Projects," Puget Sound Business Journal, Feb. 9-15, 2007
• "Twelve Obstacles to Closing Your Transaction," The Daily Journal of Commerce, 05.25.06

Professional Recognition

• Named as one of "America's Leading Lawyers for Business" in Real Estate (Oregon) by Chambers USA, 2008-2009 and 2010-2011
• Super Lawyers, 2010 and 2011

Community Activities

• Board Member of the Oregon Real Estate Board
• Counselors of Real Estate, Oregon Chapter
• Former Long-term Secretary and BoardMember of Homestead Capital
• Oregon State Bar Association
• Affiliate Member, CCIM

Education

• J.D., Willamette University College of Law
• B.S., Business, University of Idaho, cum laude

Admissions

• Oregon, 1988

Work History

• DavisWright Tremaine, February 1990 – February 2010, Partner
• Bullivant Houser Bailey, June 1987 – February, 1990 Law Clerk/Associate

Contact

Coni@ZupGroup.com
503-941-9621 direct
503-704-2795 cell
Downloadable V-Card