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John R. Thomas

Partner

John R. Thomas

John is a seasoned business transaction lawyer with more than 30 years of experience counseling and representing private and public companies.

John Thomas assists clients in a variety of industries, including high technology, outdoor and apparel, food and beverage, consumer packaged goods, and aviation. John focuses on mergers and acquisitions; corporate financings, including underwritten public securities offerings and private placements; joint ventures; and strategic alliances. He also advises on restructurings and spin-offs; purchases, sales, and leases of aircraft and aviation finance; commercial transactions and contracts; periodic reporting and securities law compliance; and corporate governance.

John is a frequent speaker and author of articles on public company topics, including securities law and corporate governance issues. He co-authored The Public Company Handbook: A Corporate Governance and Disclosure Guide for Directors and Executives.

Education & Credentials

Education

  • Lewis & Clark Law School, J.D., summa cum laude, 1991
  • Columbia University, M.Phil., 1985
  • Columbia University, M.A., 1983
  • University of Puget Sound, B.A., magna cum laude, Phi Kappa Phi, 1982

Bar and Court Admissions

  • Oregon

Related Employment

  • Stoel Rives LLP, Portland, OR, Associate, 1991-1998; Partner, 1999-2007

Professional Recognition

  • Named Best Lawyers' "Portland Lawyer of the Year, Securities / Capital Markets Law," 2015, 2020, 2024

  • Listed in Best Lawyers in America: Corporate Law; Mergers & Acquisitions Law; Securities / Capital Markets Law; Securities Regulation, 2007-2025

  • Ranked by Chambers USA as "America's Leading Lawyer" for Corporate: Mergers & Acquisitions, 2005-2024

  • Listed in Who’s Who Legal USA – Corporate Governance, 2006

  • Listed in Super Lawyers Magazine, "Oregon Super Lawyers", 2006-2018, 2020-2024

  • *Peer Review Rated AV in Martindale-Hubbell
    (AV®, BV® and CV® are registered certification marks of Reed Elsevier Properties Inc., used in accordance with the Martindale-Hubbell certification procedures, standards and policies.)

Impact

Professional Leadership

  • Oregon Entrepreneurs Forum, Board Member, 2004-2006; Chair, Development Committee 2004, 2005; Member, Development Committee 2003; Member, Venture Oregon Committee 2001, 2002
  • American Bar Association Business Law Section, Oregon State Bar Securities Regulation Section, Oregon State Bar Securities Regulation Section Executive Committee, 1996-1999
  • Multnomah Bar Association
  • The Northwest Academy, Chairman of the Board of Trustees, 2010-2015; Trustee, 2005-2015
  • Open School, Director, 2015-2020

Professional Experience

Mergers & Acquisitions

Sale of Columbia Colstor, Inc.

Represented Columbia Colstor in its sale to Lineage Logistics Holdings, LLC

Acquisition by Columbia Sportswear Company

Represented Columbia Sportswear in its acquisition of OutDry Technologies, S.r.l. from Nextec S.r.l.

Acquisition By Deschutes Brewery

Represented Deschutes Brewery, Inc. in its acquisition of certain assets of Alein industries LLC (f/k/a Boneyard Beer LLC).

Sale by Digimarc Corporation and Related Spinoff

Represented Digimarc in the sale of its ID Systems business to L-1 Identity Solutions, Inc. and concurrent spinoff of its digital watermarking business to its public shareholders.

Sale of EasyStreet Online Services, Inc.

Represented EasyStreet Online Services in its sale to an affiliate of Seaport Capital.

Acquisition by R.D. Offutt Company

Represented R.D. Offutt in its acquisition of Bybee Foods, LLC.

Sale of Papa Murphy's Holdings, Inc.

Represented Papa Murphy’s in its sale to MTY Food Group.

Sale of Phoseon Technology, Inc.

Represented Phoseon Technology in its sale to Excelitas Technologies.

Acquisition by Rentrak Corporation

Represented Rentrak in its acquisition of Kantar Media’s U.S. Television Measurement Business.

Merger of Rentrak Corporation

Represented Rentrak in its merger with comScore.

Sale of Steel Technology, LLC dba Hydro Flask

Represented Steel Technology in its sale to Helen of Troy Limited.

TriQuint Semiconductor, Inc. Merger of Equals

Represented TriQuint Semiconductor in its merger of equals with RF Micro Devices, Inc.

Sale of Vigilan Inc.

Represented Vigilan in the sale of substantially all of its assets to an affiliate of RealPage Inc.

Corporate Finance

Ardmore Shipping Corporation

Represented Ardmore Shipping in establishing its at-the-market offering program.

Atlantic Marine Corps Communities LLC Debt Offering

Represented Atlantic Marine Corps Communities in its Rule 144A offering of military housing revenue bonds.

Digimarc Corporation PIPE

Represented Digimarc Corporation with respect to a $53,500,000 investment from TCM Strategic Partners L.P. in a private placement.

Digimarc Corporation Equity Offering

Represented Digimarc in establishing its at-the-market offering program.

Penford Corporation Equity Offering

Represented Penford in its follow on public offering of common stock.

Strands, Inc. Equity Offering

Represented Banco Bilbao Vizcaya Argentaria, S.A.'s subsidiary in its purchase of preferred stock of Strands, Inc.

Tierra Vista Communities LLC Debt Offering

Represented Terra Vista Communities in its Rule 144A offering of military housing revenue bonds.

Aircraft Financing

Representative Transactions

Representation of public and private companies and individuals in structuring, negotiating and drafting aircraft purchase, sale, lease and financing agreements.

Commercial Contracts and Finance

Commercial Agreements

Representation of public and private companies in structuring, negotiating and drafting purchase and sale, leasing, licensing and other commercial agreements.

Public Companies

SEC Compliance and Corporate Governance

Representation of Columbia Sportswear Company and Digimarc Corporation in SEC compliance and corporate governance matters.

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