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Contact Kimball

3400 U.S. Bancorp Tower
111 S.W. Fifth Avenue
Portland, OR 97204
T: 503.224.5858

Kimball H. Ferris

Partner

Kimball Ferris joined Miller Nash Graham & Dunn in 2011 as a partner in its business practice. Kimball has practiced in the Portland, Oregon, area since 1978, emphasizing domestic and international business, finance, and real estate issues. He works closely with senior business executives and high-net-worth individuals in resolving their legal issues and concerns with creative and innovative approaches.

Kimball’s practice areas and experiences as outside general counsel include working both as a team leader and as a team member, providing advice and counsel on a wide and diverse variety of business transactional matters, including representing:

  • Buyers and sellers of businesses (from Fortune 100 to small retail, commercial, and professional companies, including cross-border transactions).
  • Institutional and private lenders and borrowers in the documentation of acquisition, construction, and take-out financing (in the real estate context); operating line, term loan, and related loan facilities (in the commercial context); workout and foreclosure practice related to problem loans; and fund-raising for start-ups.
  • Developers, investors, property owners, managers, landlords, and tenants in real estate development projects; industrial, office, commercial, and agricultural leases; condominium and homeowner association organization, maintenance, and dispute-resolution matters; golf-course development, operation, and sale; and the resolution of environmental and land use problems.
  • Business owners, high-net-worth individuals, and CEOs in entity selection and organization, capital raising, ongoing licensing and distribution arrangements, business and succession planning, negotiating executive employment agreements, and working with specialists to resolve tax, intellectual property, environmental, land use, entertainment, and sports law issues.
  • Cooperative utilities and privately owned start-up renewable energy companies and organizations (including torrefied biomass and hydrokinetic ocean energy projects) with transactional business advice and counsel.

Representative Experience

Sale of Adjacent Parcels of Agricultural Land
Coordinated and represented four groups of separate sellers (consisting of five trusts, one LLC, and six individuals) in structuring, negotiating, and closing an eight-figure raw-land real estate transaction to a single buyer. Our work consisted of navigating the ethical issues presented with coordinating the representation of numerous and separate clients, negotiating all aspects of the separate purchase and sale and transaction documents with the buyer's counsel, and handling the coordinated closing.

Commercial Leases
Acted as lead counsel for the tenant in the negotiation and eventual closing of a series of commercial leases for retail outlets in major commercial centers for an international footwear and apparel client.

Negotiated on behalf of the landlord in a long-term retail commercial urban retail store lease for a Fortune 100 tenant.

Sale of a Property Management Business
Represented the seller in structuring, negotiating (with the buyer's counsel), and closing a seven-figure multistate real estate property management and development business.
Sale of a Methane Gas Electricity-Generating Facility
Represented (with in-house counsel) the seller in structuring and negotiating all transaction documents (with the buyer's in-house and outside counsel) and closing the asset sale of an eight-figure methane gas electricity-generating facility, including the assignment of various landfill-related contracts and agreements.

Sale of a Regional Thermoplastics Resin Distribution Business

Represented the seller in the drafting and negotiation (with the buyer’s outside counsel) of all purchase and sale documents and agreements in connection with a seven-figure asset sale of a regional business distributing engineering and commodity thermoplastics resins.

Sale and Assignment of Electricity Transmission Services and Related Agreements
Represented (with in-house counsel) the seller/assignor in the assignment of certain transmission services contracts (including agreements with the Bonneville Power Administration), the partial termination of a power purchase agreement, and the resolution of a power purchase agreement legal dispute in a seven-figure transaction. Prepared all transaction documents and negotiated their terms with Washington, DC, outside counsel for the out-of-state public irrigation district buyer assignee.

Corporate Reorganizations
Represented one (of several sets) of the principals of several entities in the restructure and realignment of several multistate medical products sales representative businesses in a single transaction with undisclosed transaction amounts. Prepared and negotiated all transaction documents with separate sets of counsel for the other transaction parties.

Acted as lead seller’s counsel in the coordination and negotiation (with several sets of law firms) of the transactional and financing arrangements in an eight-figure transaction combining three business entities into one owner of the assets of those businesses, including preparation of the stock and note purchase agreement, asset contribution agreement, real estate leases, and related transactional documents and financing and security agreements.

Stock Sale of a Substantial Minority Interest in an International Manufacturing Business
Represented the seller in a seven-figure stock sale of an interest in a Malaysian manufacturing business. Prepared the purchase and sale agreement and negotiated all agreement terms and closing matters with the buyer's Singapore counsel.

Sale of Percentage Interest in a Coal-Fired Electricity-Generating Facility
Represented (with in-house counsel) the seller in structuring, preparing, and negotiating (with the investor-owned utility’s in-house counsel) all transaction documents and closing a project sale agreement (including the assignment of assets and the assumption of liabilities) of an eight-figure interest in a coal-fired electricity-generating facility.

Divestiture and Sale of a Multibusiness Interest
Represented (with litigation counsel) in a domestic relations matter the co-owner of three business - and real-estate-owning entities constituting an international manufacturing business in structuring, negotiating, and resolving a seven-figure litigation dispute by means of a court-ordered sale and settlement agreement.

Design, Construction, and Purchase of a Public Golf Course
Represented the public landowner (and eventual course manager) in connection with the design and construction of a public golf course, including the preparation of all initial memoranda of understanding and eventual negotiation of all transaction documents and financing arrangements, course design, construction, and operating agreements.

Sale of a Private Golf Course
Negotiated, on behalf of a foreign owner, all transaction documents in connection with the sale of a private golf course to a domestic golf course management company.

Sale of a Scrap Metal Holding Company to a Publicly Traded Buyer
Worked with out-of-state counsel representing the shareholders of a holding company owning several operating subsidiaries engaged in the international industrial scrap metal business in a high-seven-figure sale to a publicly traded buyer.

Succession Planning
Structured, coordinated, and completed a multiyear succession plan for a seven-figure family-owned retail product and service business involving the sale and redemption of a controlling interest in the company. As outside corporate counsel, coordinated the planning, structure, and content of all transaction documents and supervised the closing of the transaction and administration of it over time during the redemption and transition period.

Purchase of an International Export Business
Represented the purchaser in structuring, negotiating all transaction documents (with seller counsel), and closing a six-figure asset purchase of an international export distribution business.

Purchase and Sale of Radio Stations
Represented (as general counsel and in coordination with regulatory counsel) the owner, purchaser, and seller of a series of midmarket AM and FM radio stations with multistate locations. Responsibilities included the preparation of the purchase and sale and all related transactional documents, instruments, and agreements.
Commercial Lending
Represented separate institutional lenders in various transactions documenting commercial loans for various borrowers, including preparation of the loan agreements and related collateral security documents, guaranties, and pledges.

Real Estate Secured Loan
Represented the borrower in negotiating and closing an eight-figure multiasset real estate secured loan transaction.

Unusual Collateral
Represented an institutional lender in structuring and documenting a commercial loan secured by a borrower who had won the lottery.