Eugenie D. Rivers

Rivers Business Law and Wong Fleming

33 years of experience
Business Law, Securities Law, Real Estate Law

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Claimed Lawyer Profile

Biography

I am an entrepreneurial, collaborative senior attorney with 20+ years of experience across diverse industries, with a focus on securities, banking/finance, corporate governance, real estate and commercial finance transactions. I am a former Davis Wright Tremaine partner, technology company General Counsel, and bank Corporate Counsel, with demonstrated success in providing timely, balanced, and practical advice to senior executives teams. I also have a strong business background in banking, financial analysis, and accounting. I am highly regarded by clients and colleagues for the ability to understand and translate complex legal issues into practical business advice, and to negotiate creative legal business solutions.

Practice Areas

Business Law: Business Contracts, Business Dissolution, Business Finance, Business Formation, Business Litigation, Franchising, Mergers & Acquisitions, Partnership & Shareholder Disputes

Securities Law

Real Estate Law: Commercial Real Estate, Condominiums, Easements, Eminent Domain, Homeowners Association, Land Use & Zoning, Mortgages, Neighbor Disputes, Residential Real Estate, Water Law

Fees

Free Consultation
The first hour is complimentary
Credit Cards Accepted

Professional Experience

Of Counsel: Wong Fleming, Bellevue; 2013 - Current; ? Bank counsel in pending merger of Eastside Commercial Bank, N.A. into First Sound Bank. ? Buyers’ counsel in $3 million employee buy-out of public relations firm. ? Issuer counsel in pending private real estate equity fund offering. ? Issuer counsel on completed $31 million Initial Public Offering by Superior Drilling Products, Inc. (NYSE MKT: “SDPI”) an oil and gas well drilling bit and tools manufacturing company, including the following related transactions: o Co-counsel on $25 million leveraged acquisition of drilling tool manufacturer, including large patent portfolio. o Restructure of issuer’s secured $8 million credit facility for buy-out from IPO proceeds. o Negotiation and documentation of $2 million secured, convertible bridge loan with registration rights. o Holding company and asset reorganization of eight related entities to facilitate IPO. o Ongoing special counsel on retainer basis. ? Issuer counsel on strategy and initial registration statement preparation for postponed $40 million IPO by a ski resort development and operations company. ? Outside co-counsel to major home improvement warehouse retailer in renegotiation of equipment finance credit facilities. ? Issuer counsel representing wind farm developers in $110 million project including $75 million EB-5 equity offering with multi-bank international credit facilities for balance.

Principle: Rivers Business Law, Inc; 2003 - Current; Represent start-up and established companies and commercial real estate projects, entrepreneurs, and investors in private equity and debt securities offerings, commercial loan transactions and workouts, corporate governance, executive compensation and equity incentive plans, real property acquisitions and investments, commercial transactions, and mergers, acquisitions, and divestitures. ? Represented private technology company setting up Phantom Stock and other equity compensation plans, and pay out of those plans in the sale of company in compliance with IRC Section 409A. ? Structured and prepared offering documents for EB5 immigration visa investment into hotel construction project. ? Represented family-owned timber company in innovative and complex “value appreciation rights” plan to compensate non-family senior management, in compliance with IRC Section 409A. ? Represent numerous real estate investment groups in acquisitions and refinancing of apartment complexes and commercial/industrial properties through combination of commercial bank financings and private equity and debt offerings.

Attorney: Advocates Law Group; 2011 - 2013; Represent start-up and established companies and commercial real estate projects, entrepreneurs, and investors in private equity and debt securities offerings, commercial loan transactions and workouts, corporate governance, executive compensation and equity incentive plans, real property acquisitions and investments, commercial transactions, and mergers, acquisitions, and divestitures. ? Represented private technology company setting up Phantom Stock and other equity compensation plans, and pay out of those plans in the sale of company in compliance with IRC Section 409A. ? Structured and prepared offering documents for EB5 immigration visa investment into hotel construction project. ? Represented family-owned timber company in innovative and complex “value appreciation rights” plan to compensate non-family senior management, in compliance with IRC Section 409A. ? Represent numerous real estate investment groups in acquisitions and refinancing of apartment complexes and commercial/industrial properties through combination of commercial bank financings and private equity and debt offerings.

Corporate Counsel: Eastside Commercial Bank; 2011 - 2013; Provided strategic advice to Board of Directors and senior bank management on a wide range of legal issues relating to loan policy, credit, lending and collection matters; securities law and corporate governance; bank regulatory matters, and bank contracts. Responsible for custom loan work out negotiations and documentation, collateral foreclosures, borrower bankruptcies, and management and sales of OREO properties. Engaged and supervised outside counsel, realtors, and other professional service providers. Also, represented ECB as outside lending counsel from April 2004 – November 2007 through Rivers Business Law, Inc. ? Recapitalization – Structured, managed and documented $5.5 million private placement of common stock/warrant units, in compliance with bank regulatory capital directives. Prepared Offering Memorandum, supplemental disclosure, investment documents, and securities filings, and managing closing process. ? Corporate Governance - Attended Board of Directors meetings and provided strategic advice on corporate governance, securities, policy, lending, and ORE matters. Responsible for all annual shareholder meeting proxy materials, orchestrating shareholder meeting and voting, and handling ongoing shareholder and custodian communications. Served in assistant corporate secretary function. ? Bank Regulatory – Supported CFO in complying with OCC Formal Agreement/Capital Directive, interfacing with Board of Directors, regulators and independent regulatory and financial auditors. Wrote Stock Policy and Bank Secrecy Act Policy and Procedures accepted by OCC.

General Cousel: Adaptis; 2007 - 2009; Served as general counsel and member of the executive team of this technology development and business process outsourcing company in the health care payer space. Provided strategic legal advice to senior management and Board of Directors on all corporate, finance, transactional, and technology legal matters, including pre-IPO strategy and bank credit facilities. ? Advised Board and executive management on complex shareholder and commercial client negotiations. ? Oversaw stock issuances, corporate records maintenance and contract/risk management functions, and implemented inter-company equity and debt financing, and guaranty matters. ? Architected, prepared, and managed company’s equity-based compensation plans. ? Worked with CFO to negotiate documents for complex bank credit facility to finance client system implementations. ? Negotiated and drafted complex technology implementation, outsourcing, and licensing agreements with company clients, strategic partners, vendors, and subsidiaries, working closely and collaboratively with other executives, internal sales and marketing, and technology teams. ? Worked closely with CEO and CFO with respect to Indian subsidiaries, including strategic alliances, licensing, outsourcing, and other significant financing, commercial and corporate agreements; consulting with Indian counsel on investment, financing, and regulatory matters. ? Worked closely with compliance officer on HIPAA and CMS regulations, and other privacy and regulatory compliance matters. Managed outside counsel on regulatory, Indian subsidiary governance, and litigation matters.

Partner: Davis Wright Tremaine LLP; 2001 - 2003; Represented public and privately-held companies, including community banks and other financial companies, on wide range of corporate governance, board and shareholder matters; entity and subsidiary structuring and capitalization; merger and acquisition transactions and strategic alliances; regulatory compliance, SEC reporting and compliance, public communications, registered securities offerings, private placements, and bank and commercial finance transactions. Management activities included service on strategic planning, hiring, corporate associate training, and mentoring committees. ? Prepared IPO and follow-on public offering documents for issuers including aerospace technology company, bio/pharma company, and streaming media/e-commerce company. ? Prepared SEC, OCC and FDIC periodic reporting and proxy material for, and advised on shareholder meetings by, public companies and banks under Securities Exchange Act of 1934 requirements. ? Represented Federal Home Loan Bank of Washington on securities and member bank matters. ? Represented major lumber company in complex credit facility transaction with major national bank. ? Primary counsel representing Extend America in Nextel investment, management agreement, wireless spectrum and technology licenses, and roaming and switch sharing agreements, for North Dakota wireless coverage. ? Represented wireless chip developer in preparation and negotiation of Taiwanese strategic alliances and investments.

Attorney: Stoel Rives LLP; 1991 - 1999; Represented public and privately-held companies, including community banks and other financial companies, on wide range of corporate governance, board and shareholder matters; entity and subsidiary structuring and capitalization; merger and acquisition transactions and strategic alliances; regulatory compliance, SEC reporting and compliance, public communications, registered securities offerings, private placements, and bank and commercial finance transactions. Management activities included service on strategic planning, hiring, corporate associate training, and mentoring committees. ? Prepared IPO and follow-on public offering documents for issuers including aerospace technology company, bio/pharma company, and streaming media/e-commerce company. ? Prepared SEC, OCC and FDIC periodic reporting and proxy material for, and advised on shareholder meetings by, public companies and banks under Securities Exchange Act of 1934 requirements. ? Represented Federal Home Loan Bank of Washington on securities and member bank matters. ? Represented major lumber company in complex credit facility transaction with major national bank. ? Primary counsel representing Extend America in Nextel investment, management agreement, wireless spectrum and technology licenses, and roaming and switch sharing agreements, for North Dakota wireless coverage. ? Represented wireless chip developer in preparation and negotiation of Taiwanese strategic alliances and investments.