Antitrust Price-Fixing Class Action Dismissal

U.S. District Court for the District of Colorado
U.S. Court of Appeals for the Tenth Circuit
Defended a multidistrict, antitrust price-fixing class action regarding Canadian lumber. The case was dismissed by the district court on a Rule 12 motion, which was affirmed by the court of appeals.

Biomass Incentives Guidance

Counseled facility operators for Biomass Crop Assistance Program (BCAP) and other incentive programs.

Boise Cascade—Investor Counsel on 1 Million Acre Deal

Represented newly formed subsidiaries of an investment partnership in the purchase from Boise Cascade Corp. of more than 1 million acres of timberland and other real estate assets in Idaho, Oregon, and Washington, as well as manufacturing and distribution properties in Arizona and California. The team provided due diligence, title opinion, and related services to the buyers and their lender in the acquisition, and later provided similar services on behalf of the sellers when the timberland was subsequently resold.

Boise Cascade Acquisition of Coastal Plywood Company

Served as legal advisor to Boise Cascade in the company’s agreement to acquire Coastal Plywood Company for $512 million, optimizing Boise’s existing engineered wood products (EWP) asset base and increasing veneer capacity to help them better serve customers.

Carbon Sequestration, Offsets, and Credit Markets

Advice to clients regarding carbon credits and carbon markets; due diligence and other assistance to clients engaged in investments and other transactions involving forest lands.

Consumer Protection Class Actions Defense Nationwide

Defended Boise Cascade, Louisiana-Pacific Corp., Weyerhaeuser Company, James Hardie Building Products, Inc., and Pacific Coast Building Products in nationwide consumer protection class actions alleging defects in building products.

Corporate Financing

Represented a timber company in a $200 million corporate financing with both term and revolving components secured by properties in Washington, Oregon, and California.

Federal Land Issues

Provided advice and representation to companies and landowners regarding U.S. Forest Service (USFS) and Bureau of Land Management (BLM) land and resource management planning, timber sale contracting, access road, power line and other permitting, land exchanges, and other issues in Alaska, Arizona, California, Colorado, Idaho, Montana, Oregon, Washington, and Wyoming, among other states.

Finance Counsel to Forest Products Company

Guided a large, private, full-service forest products company in multiple financing and refinancing transactions, including the spinoff of timberlands into a separate entity, negotiation and renegotiation of long-term note placement facilities, the sale of Oregon timberlands, and the purchase and sale of timber mills.

Forest Land Transactions

Advised on forest land purchase and sale agreements, title, environmental, contracting, and other due diligence and negotiations in Idaho, Oregon, and Washington.

Forest Lands, Buildings, and Equipment Deal

Represented a group of privately held, affiliated companies in the negotiation and sale to JELD-WEN, Inc. of approximately 450,000 noncontiguous forested acres and associated buildings, equipment, and appurtenances in Oregon and Northern California. The transaction comprised four separate asset purchase agreements and involved lender releases, assistance with due diligence, transferring or cancelling numerous permits and land use interests (including water, roads, timber, mining, grazing, and conservation permits and easements), clearing title of objectionable exceptions, antitrust analysis, and assigning or terminating various agreements and contracts pertaining to logging, hauling, log sales, seedlings, and telecommunications.

Forest Products Facility Contracting

Provided counsel for timber supply, log purchase, and lumber sale agreements for sawmills in Colorado and Oregon.

Green Diamond—Modifying an HCP to Expand Acreage

Represented Green Diamond Resource Company with modifying its multispecies habitat conservation plan (HCP) to include additional lands and management prescriptions without excessive process and red tape. The team researched the regulations and caselaw applicable to modifying or amending HCPs under the Endangered Species Act (ESA) and National Environmental Policy Act (NEPA), calling upon the attorneys’ wealth of experience in working with regulatory agencies.

In Re Treesource Industries, Inc.

U.S. Court of Appeals for the Ninth Circuit
U.S. Bankruptcy Court for the Western District of Washington
Provided bankruptcy counsel to debtor-in-possession for multistate forest products company in successful liquidation of lumber mill operations. Obtained affirmance of ruling that lessor's obligations did not arise until lease was rejected in bankruptcy, resulting in unsecured claim.

Jayne v. Sherman

U.S. Court of Appeals for the Ninth Circuit
Served as counsel for defendant intervenors Idaho Association of Counties and Idaho Mining Association in ESA, National Forest Management Act (NFMA), and NEPA claims in connection with Idaho National Forest roadless area rule; rule affirmed in Ninth Circuit.

Lavis and Navarro v. Hanson

Circuit Court of Oregon, Clatsop County
Represented the defendant in two wrongful death claims, which occurred in the forest products industry. Obtained a verdict of no liability for the defendant after a two-week jury trial.

Log Export/Substitution

Provided counsel to foreign-based corporation regarding log export/substitution rules in pursuing acquisition of U.S. mill facilities; counsel to U.S. companies regarding strategies for compliance with rules.

Longview Fibre Company v. Merrill Lynch & Company Inc.

U.S. District Court for the Western District of Washington
Represented Longview Fibre in Employee Retirement Income Security Act (ERISA) and securities litigation arising from an alleged stock manipulation scheme in 401(k) plans.

Longview Fibre Company Corporate Matters

Represented Longview Fibre in a Rule 144A debt financing, securities law compliance, and various corporate governance matters.

Louisiana-Pacific Corporation v. First State Insurance, et al.

Circuit Court of Oregon, Multnomah County
Recovered $52.5 million in insurance coverage litigation settlement for Louisiana-Pacific after defeating a series of motions for summary judgment and motions in limine.

Mendocino Redwood Company Transactions

Represented Mendocino Redwood Company and affiliated portfolio companies in various transactions, including the establishment of a fencing products company and the sale of a building products distribution business.

Mosers Purchase of New Zealand Mill

Represented the Missouri State Employees’ Retirement System (MOSERS) in the acquisition from subsidiaries of Weyerhaeuser Company of a mill and associated timberland in New Zealand. The acquisition was financed by MOSERS and Global Forest Partners through side-by-side equity investments in, and loans to, a newly formed Cayman Islands company.

Pension Fund Counsel in $300M Timberlands Sale

Represented a pension fund in the $300 million acquisition from Weyerhaeuser Company of approximately 150,000 acres of timberlands in Oregon through a joint venture with a timber management company. The project involved negotiation of the joint venture arrangements and a management agreement, negotiation of the purchase and sale agreement, real estate and environmental due diligence, resolution of Hart-Scott Rodino issues, and negotiating and documenting the acquisition financing.

Portac, Inc.—Advised Lumber Company in Sale of Mill

Represented Portac, Inc. in the sale of two mills and associated timberlands in Washington. The matter included the drafting and negotiation of the asset purchase agreements, working with the purchaser’s counsel in its environmental due diligence, assigning or terminating numerous permits, leases, and other rights and interests, and securing water rights.

Potlach Corporation Timberland Purchases in Idaho

Provided counsel to Potlatch Corporation, a real estate investment trust (REIT) with approximately 1.4 million acres of timberland, in connection with its purchase from Western Pacific Timber of more than 200,000 acres of timberland in Idaho, offering advice on rural county planning and zoning, subdivision, access, and other real estate development requirements and issues as part of the due diligence for planned prospective use of portions of the property.

Potlatch-Deltic Merger

Represented Potlatch Corporation in its all-stock definitive merger agreement with Deltic Timber Corporation, a natural resources company focused on efficient and environmentally responsible land management, to create a leading domestic timberland owner and top-tier lumber manufacturer. The combined company is named Potlatch-Deltic Corporation and its shares are traded on Nasdaq.

PotlatchDeltic Acquisition of CatchMark Timber Trust

Served as legal advisor to PotlatchDeltic in the company’s agreement to acquire CatchMark Timber Trust, Inc. The combining of the two REITs will result in complementary timberland portfolios, increasing PotlatchDeltic’s U.S. South ownership to over 1.5 million acres of timberland in six states; and highest and best use (HBU) real estate opportunities., for which PotlatchDeltic will leverage its rural land sales expertise and strategy, along with CatchMark’s local market knowledge, to maximize rural real estate sales prospects.

Ross-Simmons Hardwood Lumber Company Inc. v. Weyerhaeuser Company

U.S. District Court for the District of Oregon
Represented a forest products company in antitrust litigation and a trial. The client’s legal position was upheld by a unanimous decision of the U.S. Supreme Court.

Sale of S.D.S. Lumber and Timber Holding

Represented S.D.S. Lumber Co. and S.D.S. Co., L.L.C. in their sale to Twin Creeks Timber, LLC, The Conservation Fund, and WKO, Inc.

Sansome Capital Acquisition of Timberland From Louisiana-Pacific

Handled the acquisition by Sansome Capital Partners of 235,000 acres of a Northern California redwood and Douglas fir timberland, milling, and distribution business from Louisiana-Pacific Corporation. The assets are now owned by Mendocino Redwood Company.

Sawmill Closure Environmental Compliance

Provided counsel to operator, Metlakatla Indian Reservation, in Alaska.

Tax Counseling

Provided tax counseling on various issues for Simpson Investment Company, Weyerhaeuser Company, Longview Fibre Company, and Plum Creek Timber.

Timber Management Co. Estate Counsel

Handled post-mortem establishment of a timber management company to facilitate estate distribution and qualification for deferral of estate tax payments.

Trespass Issues

Provided counsel to companies in addressing alleged federal timber trespass incidents and ongoing property line and other management to reduce land and timber trespass.

Trillium Multinational Financings

Represented Trillium Corporation in connection with its ownership of several hundred thousand hectares of timberlands, mills, and other properties in Tierra del Fuego, located in both Chile and Argentina. The work included financings, refinancings, workouts, purchases, and sales of various portions of the property and associated loans, working closely with local counsel on Chilean and Argentine issues as well as with lenders on all U.S. aspects.

“Waters of The United States” Rule

Submitted extensive comments on behalf of a client coalition to persuade the Environmental Protection Agency (EPA) and the U.S. Army Corps of Engineers that their proposed definition was too broad and violated the congressional delegation of authority to the agencies to regulate waters under the Clean Water Act (CWA).

Water Rights

Advised operators and landowners regarding water rights acquisitions, use and maintenance for processing facilities, road maintenance, and other uses.

Western Land Exchange, et al. v. Crown Pacific, et al.

U.S. District Court for the District of Oregon
Obtained summary judgment in a forest products industry environmental litigation on NEPA and Federal Land Policy and Management Act (FLPMA) claims, which allowed Crown Pacific Partners, LTD to proceed with its 70,000-acre land exchange with the United States.

Weyerhaeuser Company v. Agricultural Insurance Company

U.S. District Court for the Western District of Washington
Represented Weyerhaeuser in a more than $100 million insurance coverage dispute related to alleged defects in hardboard siding and insurance coverage of class action product liability claims.

Weyerhaeuser Operational Issues

Represented Weyerhaeuser Company in a variety of matters for both operating and closing facilities, including National Pollutant Discharge Elimination System (NPDES) and special use permits; regulatory compliance issues; stormwater, NEPA and ESA issues; defense of CWA litigation; legislative drafting; Title V CAA permitting; Prevention of Significant Deterioration/New Source Review (PSD/NSR) enforcement defense; water supply; and real estate due diligence. This included assisting in the demolition of a major pulp and paper facility and a very large wood products facility, and the subsequent sale of both industrial sites.

Weyerhaeuser Public Offering

Represented Weyerhaeuser Company and Weyerhaeuser Real Estate Company in public offerings of common stock.

Weyerhaeuser Company v. Fireman's Fund Insurance Company

U.S. District Court for the Western District of Washington
Represented the policyholder in lawsuits against the insurer to obtain insurance coverage for asbestos-related claims.

Wildfire Liability

Advised operators and landowners regarding fire suppression costs, damages, and other liability regarding wildfire.

Withdrawal of Forest Service Proposed Groundwater Directive

Submitted comments on behalf of a client coalition to help convince the USFS to withdraw the proposed directive on grounds that it exceeded USFS authority to regulate groundwater resources owned by nonfederal parties in national forests. The team’s close ties to the agency enabled us to advocate persuasively concerning the laws and policies involved in the proposed directive.