A. Jeffery Bird

503-796-2855 Direct (Portland)
206-292-1317 Direct (Seattle)
jbird@schwabe.com

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Professional Experience
Jeff Bird has over 25 years of experience assisting clients with complex business transactions, including mergers and acquisitions, public and private securities offerings, tender offers, proxy contests, divestitures for public and private companies, corporate finance, securities law and venture capital transactions. Mr. Bird is a business transactional lawyer who has extensive knowledge of SEC compliance matters, and he advises clients on Dodd-Frank and Sarbanes-Oxley compliance issues, corporate governance matters, and SEC periodic reporting requirements under the Securities Exchange Act of 1934. He advises and works closely with boards of directors, board committees, special committees, and management. In 2008, Mr. Bird served as interim General Counsel of Movie Gallery, Inc., a public company with over a billion dollars in revenue.

Mr. Bird has developed a niche practice in assisting business owners plan for and execute business transitions and succession planning. Mr. Bird chairs the firm's Business Transitions Group, a multidisciplinary team of attorneys who counsel business owners how to maximize, capture and keep the wealth created in their closely held businesses. . In June 2012, Mr. Bird was awarded the Certified Exit Planning Advisor credential from the Exit Planning Institute, joining more than 131 other certified exit planning professionals worldwide.

Prior to joining Schwabe in 2006, Mr. Bird was a senior associate in the corporate group of Jones Day in Washington, D.C. and was an equity owner at Garvey Schubert Barer, where he was a former co-chair of the Business Practice Group and head of the firm's securities law practice in the Portland office. In addition to chairing the Business Transition Group, Mr. Bird Co-Chairs Schwabe's Corporate Finance and Securities Group and has served as outside counsel to seven public companies and many private companies. 

Professional Activities
• Board member, National Association of Corporate Directors Northwest Chapter, 2011 - present
• Chairman, Advisory Board of Northwest Chapter of National Association of Corporate Directors - Portland, 2009 - present
• Chair, Oregon State Bar Section on Securities Regulation, 2013
• Steering Committee, 32nd Annual Northwest Securities Institute, April 2012
• Member, Oregon State Bar Sections on Securities Regulation, Corporate Counsel, International Law and Business Law
• Member, Oregon, Washington, and District of Columbia Bar Associations
• Member, The Arlington Club

Civic and Charitable Activities
• Chairman of the Board, Business for Culture and the Arts, 2011-present
• Board member, Oregon Wildlife Heritage Foundation 
• Fundraising for Toys For Kids charity events
• Assistant coach, 8th Grade, Lake Oswego Youth Traveling Basketball Association

Presentations
• Panelist and Co-chair, "Governance Failures in the Headlines: Lessons Learned," National Association of Corporate Directors Northwest Chapter - Portland (September 2013)
• Moderator and Co-chair, "Non-Profit Boards: Best Practices and Leading Through Changing Governance and Disclosure," National Association of Corporate Directors Northwest Chapter - Portland (May 2012) 
• Panelist, KPMG Audit Committee Roundtable, "Changes and Challenges Driving the Audit Committee Agenda" (June 2011)
• Speaker, "Ebitdda Schmebitda: 10 Things you Must do to Build Your Businesses Value and Prepare for the Inevitable," US Trust/Schwabe, Williamson & Wyatt seminar (May 2011)
• Panelist, "Selling in the Sweet Zone: Why You Should Plan Now For Your Future Business Transition Event," Schwabe, Williamson & Wyatt seminar (January 2011)
• Co-Chair, "The Board's Role in Corporate Strategy," National Association of Corporate Directors Northwest Chapter - Portland (October, 2010)
• Panelist, "Developments in Disclosure Regulation," 2009 Willamette Securities Regulation Conference, Portland, Oregon
• Moderator, "The Business Owner's Guide to Litigation," SWW seminar, 2009
• Panelist, "Developments in Disclosure Regulation," 2008 Willamette Securities Regulation Conference, Portland, Oregon
• Panelist, KPMG Audit Committee Roundtable, "Audit Committee Effectiveness Post SOX: Looking Back, Thinking Ahead" (December 2007)
• Panelist, KPMG Audit Committee Roundtable, "Exploring the Audit Committee's Role in IT Governance" (June 2007)

Publications
• Author, "Transition Plans Allow for Smoother Exits, " Portland Business Journal, February 22, 2013
• Author, "Q&A, Jeffery Bird on Corporate Governance," Portland Business Journal, September 9, 2011
• Author, "Dodd-Frank Bill will Force Greater Scrutiny of CEO Salaries, " Portland Business Journal, September 3, 2010
• Author, "Controversial SEC Rules Favor Shareholder Activists," Portland Business Journal, August 21, 2009
• Co-author, Advising Oregon Businesses, 2007 Supplement to Chapter 23, "Corporate Buy-Sell Agreements," Oregon State Bar
• Author, "Proposed SEC Rules Expand Private Placement Opportunities," Portland Business Journal, September 14, 2007 

Representative Transactions
• $80 million commutation of certain trust assets subject to First and Second Lien Indentures of WMI Holdings Corp., succession to Washington Mutual, Inc.
• $130 million First and Second Lien Indenture of WMI Holdings Corp., succession to Washington Mutual, Inc.
• Retained as Special Securities Counsel to Official Committee of Equity Security Holders of Washington Mutual, Inc. in connection with emergence of WaMu from bankruptcy.
• Represented shareholders of Washington Mutual, Inc., in suit to force annual shareholders meeting.
• Represented Clear One Health Plans in $58 million going private merger transaction with PacificSource Health Plans.
• Represented Clear One Health Plans in successful takeover defense against dissent shareholder.
• Represented Toyota Tsusho Corporation in acquisition of C.B. Equipment Co.
• Represented Movie Gallery, Inc., in conversion of approximately $68 million of first lien debt to equity.
• Represented Clear Choice Health Plans, Inc., in acquisition of third party administration company.
• Represented Reptron Corporation in $50 million going private merger transaction.
• Represented Reptron Corporation in connection with launch and completion of $30 million debt tender offer.
• Represented Clear Choice Health Plans, Inc., in first conversion in the State of Oregon of a health care services contractor to domestic stock insurance company and took company public.
• Represented Clear Choice Health Plans, Inc., in $7.5 million intrastate securities offering.
• Represented Assisted Living Concepts, Inc., in $130 million going private merger transaction.
• Represented Assisted Living Concepts, Inc., in legal defeasance of $40.25 million Senior Secured Notes and $15.25 million Junior Secured Notes.
• Represented Assisted Living Concepts, Inc., in sale of assets and partial redemption of $40.25 million Senior Secured Notes.
• Secured $50 million Term Loan and Revolver for Voicecom Systems, Inc.
• Represented InFocus Corporation in $5 million Series A Preferred Stock venture funding.
• Obtained $16 million settlement for Rentrak Corporation in connection with breach of contract and fraud suit.
• Represented Rentrak Corporation in $20 million spin-off transaction.
• Represented Rentrak Corporation in $6 million secondary offering of common stock.
• Assisted client in establishing $20 million Secured Credit Facility.
• Represented issuer in private placement of $50 million Senior Notes.
• Represented Rentrak Corporation in $10 million secondary public offering of common stock.
• Assisted TRW, Inc., with $500 million self-tender offer.
• Represented issuer in $10 million private placement.

Admitted to Practice
Oregon State Courts
Washington State Courts
District of Columbia Courts
United States District Court, District of Columbia
United States Supreme Court

Education
University of Virginia School of Law, Juris Doctor degree, Finalist in William Minor Lile Moot Court Competition
Washington and Lee University, Bachelor of Arts degree, cum laude, with Certificate in Commerce, Double Major in Business Administration and Philosophy
Exit Planning Institute, Certified Exit Planning Advisor