Duff Bryant Experience Duff Bryant is a partner of the firm in the Corporate group and also serves on the firm's Executive Committee. He focuses his practice on significant business transactions for companies in a wide range of industries and at various stages of growth. Duff chairs the firm's Mergers and Acquisitions practice group and has significant experience in domestic and international mergers and acquisitions, and joint ventures. He has also advised and assisted numerous clients in forming, capitalizing and maintaining domestic and foreign entities. Duff also has extensive experience in secured and unsecured financings. Duff was an associate at Dorsey & Whitney LLP (2000-2004) and at Ryan, Swanson & Cleveland, PLLC (1999-2000). Representative Work Energy Transactions Partner Seattle, WA Represented SunPower in connection with financing EPC and OEM Agreements for (206) 386-7567 direct 19.2mw project in Colorado. (206) 386-7500 fax Represented SunPower Corporation in connection with purchase of companies duff.bryant@stoel.com owning green field solar projects in California and Arizona. Represented a company headquartered in India in its investments in various ethanol projects throughout the United States, which included acquisitions, equity investments, debt financings and joint venture formations. Represented Idaho Solar Power, LLC (a subsidiary of IDACORP, Inc.) in the sale of its solar photovoltaic systems business to Schott Applied Power Corporation. Represented IdaTech LLC, a leading fuel cell company, in connection with a three-party supply agreement for fuel cell systems to be manufactured and distributed in India and surrounding areas. Represented IdaTech LLC in a coal gasification project and technology development agreement with a large Japanese energy company. Represented IdaTech LLC in licensing fuel cell system technology to Tokyo Boeki, Ltd. Mergers and Acquisitions Represented National Frozen Foods Corporation, a private-label frozen vegetable industry leader headquartered in Seattle, in its acquisition of substantially all of the assets of Columbia Foods, Inc. Education University of Oregon School of Law, J.D., 1999 University of Washington, B.A., 1996 Admissions Washington Duff Bryant Represented Schnitzer Steel Industries, Inc. (Nasdaq: SCHN), a global leader in the metals recycling industry, in multiple acquisitions of metals recycling businesses in Alaska, California, Hawaii, Montana, Nevada and Washington. Represented Interfor Pacific Inc., a forest products company, in multiple acquisitions of lumber mills in Oregon and Washington. Represented Darigold, Inc., the operating business of Northwest Dairy Association, in its acquisition of Inland Northwest Corporation, which was Darigold, Inc.'s joint venture partner for a milk processing facility in Spokane, Washington. Represented Darigold, Inc. in its acquisition of certain business assets from Wilcox Farms. Represented Endeavour Capital, a private equity firm, in its acquisition (through merger) of National Frozen Foods Corporation. Represented Precision Castparts Corp. (NYSE: PCP) in its acquisition of substantially all of the assets of McWilliams Forge Company, Inc., headquartered in Rockaway, New Jersey. Represented Versacold Holdings Corp. (a Canadian company) and its subsidiaries in the acquisition of the public refrigerated warehousing and distribution business of the Peninsular and Oriental Steam Navigation Company (aka P&O). Represented UMD Advanced Test Technologies (provider of products and services that address semiconductor test cell requirements) in its merger with Antares conTech (a provider of high-end sockets and connectors for the semiconductor industry). Represented Darigold, Inc. in its sale of substantially all of the assets of Olympic Foods, Inc. (a subsidiary of Darigold, Inc. that produced and sold juice). Represented Darigold, Inc. in the sale of its ice cream and frozen novelty business to Humboldt Creamery Association and the licensing of the right to use the "Darigold" trademark and other marks in connection with the production, marketing and sale of ice cream and frozen novelties. Represented SSA Mexico Holdings, S.A. de C.V., a holding company with investments in port and terminal operations in Mexico, in its acquisition of SSA Mexico, S.A. de C.V. (fka TMM Puertos y Terminales, S.A. de C.V.) from Grupo TMM, S.A. Joint Ventures Represented the U.S. subsidiary of a large Japanese corporation in connection with its formation of a joint venture to develop a golf course and residential real estate and its recapitalization (both equity and debt) of an existing residential real estate joint venture. Represented SSA Terminals, LLC, a company with investments in port and terminal operations in the western United States, in connection with its formation of several joint ventures. Represented a private equity fund headquartered in Washington in its investment in a joint venture vehicle used to acquire real property in California and New Mexico. Represented SSA Mexico, Inc., a company with investments in port and terminal operations in Mexico, in the restructuring of its joint venture operations in Mexico with Grupo TMM, S.A. Represented SSA Atlantic, Inc., a company with investments in port and terminal operations on the East Coast, in the formation and organization of SSAC, LLC, a joint venture vehicle owned by SSA Atlantic and Cooper/T. Smith Stevedoring Co., Inc. Duff Bryant Represented SSA Ventures, Inc. and SSA Gulf, Inc. in the transfer of certain stevedoring and related operations to CSA Equipment Company LLC, a joint venture vehicle owned by SSA Ventures and Cooper/T. Smith Stevedoring Co., Inc. Corporate Restructures Represented Keynetics Inc., an e-commerce company that operates ClickBank.com and ClickBank.net, in corporate restructuring. Represented Carrix, Inc., a company with numerous subsidiaries engaged in stevedoring, port, terminal and rail operations, and related services and technologies, in two corporate restructurings. Represented Nichirei Corporation of Japan in two restructurings of U.S. operations. Other Significant Business Transactions Representing hedge fund management company headquartered in Washington in its formation and organization as a limited liability company, as well as its initial capitalization and operations. Professional Honors and Activities Listed in Best Lawyers in America© (currently: Mergers & Acquisitions Law), 2013-2016 Selected as one of "America's Leading Lawyers for Business" (Washington) by Chambers USA (currently: Corporate/Commercial), 2006-2016 Named a "Rising Star" by Washington Law and Politics magazine (Business/Corporate), 2005-2006 Chair, Stoel Rives LLP's Mergers and Acquisitions practice group Chair, Stoel Rives LLP's Energy M&A and Finance initiative Member, Washington State Bar Association, King County Bar Association, American Bar Association Presentations "What Kills Deals," Straight Talk Series, Stoel Rives LLP, May 15, 2012 Moderator, "Developers' Perspectives on Outlook for the Wind Sector," Wind Power Finance & Investment Summit, San Diego, Feb. 8-10, 2012 "Renewable Developers' Perspectives on the Renewable Deal Making Market," Green Energy M&A Outlook for 2012, San Diego, Nov. 15, 2011 Summit co-chair, Green Energy M&A Outlook for 2012, Santa Clara, California, Nov. 14-15, 2011 "Conflict of Interest and Fiduciary Duty Issues," 8th Annual Northwest Private Equity: 'The Resurgence of Credit Markets' Seminar, The Seminar Group, Seattle, Oct. 21, 2011 "Will Investor Owned Utilities Dominate the M&A Market?," AWEA Windpower 2011, Anaheim Convention Center, Anaheim, California, May 23, 2011 Duff Bryant "Transactional Aspect of Forest Carbon Disclosure, Transactional Issues, Carbon Offset Sales, Accounting for Carbon Value in Timber Sales and Log Supply Agreements," Stoel Rives LLP program, "What's a Tree Worth," Weyerhaeuser Headquarters, Federal Way, Washington, Oct. 2008 "Governance and Management Issues for LLCs in Washington," Lorman Seminar Group, Aug. 2008 "Recognizing the Blind Spots in Entity Selection and Formation in the World of Partnerships, LLPs, LPs and LLCs in Washington," Lorman Seminar Group, Oct. 2004-2005 Civic Activities Member, Public Affairs Council, Greater Seattle Chamber of Commerce, 2001-2004, 2005-2009 Member, Board of Directors, Alpha Rho Alumni Association, 2000-present