Rachel Worth is an associate in the firm’s Portland office and a member of the corporate, mergers and acquisitions, and emerging company practice groups. Her practice focuses on the representation of public and private companies and investors in a range of corporate and business transactions, such as debt and equity financings; mergers, acquisitions, and divestitures; securities offerings; and capital market transactions, with a focus on technology and emerging growth companies. She also counsels companies on corporate formation and funding and general corporate governance and compliance matters. Her experience includes advising private equity and venture capital funds on formation and structure, operational matters and portfolio investment transactions, and assisting public companies with securities filings and compliance. She has worked with clients from a wide variety of industries, including SaaS, food and beverage, consumer technology, life sciences, transportation, aviation, and social media.

Mergers & Acquisitions

• Represented aerial imagery and analytics company in connection with its cash acquisition by a private equity firm.
• Represented aerial imagery and analytics company in connection with its $650 million cash acquisition by Nasdaq-listed analytics company. (Merger agreement was mutually terminated following 11 months of investigation by the Federal Trade Commission ending in a vote to challenge the proposed acquisition.)
• Represented Nasdaq-listed heavy-lift helicopter company in its acquisition of a competitor for $250 million in cash, stock, and notes.
• Represented software company in its acquisition of assets of a software development company and employment of its founder.
• Represented aerial imagery and analytics company in connection with its merger-of-equals with a competitor.
• Represented network security company in its acquisition by Nasdaq-listed computer technology company.
• Represented mobile gaming company in its $750 million acquisition in cash and stock (with an additional earn-out potential of up to $550 million) by a gaming company.

Private Placements

• Represented fast-casual seafood restaurant group in restructuring of its subsidiaries and private offering of $20 million Class A Units to investment fund.
• Represented fast casual Israeli cuisine restaurant group in restructuring of its limited liability companies and $1.8 million private offering of Class A Units to investment fund.
• Represented numerous technology companies in private offerings of debt and equity securities to angel, venture capital, and private equity investors.
• Represented northwest venture capital investment funds in private purchases of debt and equity securities from technology companies.

Capital Markets

• Represented veterinary therapeutics Irish public limited company operating in Australia in its $40 million U.S. initial public offering.
• Represented SaaS company in its initial public offering. (Transaction was canceled following confidential filings of Form S-1 and amendments but prior to pricing.)
• Represented underwriter in $32 million initial public offering of heavy-lift helicopter company.