William J. Goodling

Will Goodling advises businesses on their strategic transactions and focuses his practice on mergers and acquisitions.

Will has represented buyers in acquisitions or target businesses in successful sales:

• In a range of industries, with primary experience in the consumer products, industrial manufacturing, professional services, technology, and transportation industries.
• For businesses of all sizes and types, including growth companies, middle-market companies, private equity funds, and Fortune 500 companies.
• For businesses with varied ownership structures, including closely held and family-owned companies, founder-owned companies, venture-backed companies, employee-owned companies, private equity portfolio companies, and publicly traded companies.

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Education

University of Washington School of Law, J.D., 2014; High Honors; Order of the Coif; Managing Editor, Washington Law Review

University of Oregon, B.S., Economics and Political Science, 2011, summa cum laude; Phi Beta Kappa; Junior Scholar Award

Admissions

Oregon

Mergers and Acquisitions​

• Counsel to Standard Multiwall Bag Manufacturing Co., a family-owned company headquartered in Beaverton, Oregon, that manufactures custom multiwall paper and wovenpoly packaging, in its sale to GelPac Inc., a private-equity owned packaging manufacturer headquartered in Quebec, Canada.
• Counsel to Rogue Waste, Inc., a vertically integrated solid waste management company in the Pacific Northwest, in its sale to Waste Connections, Inc. (NYSE: WCN).
• Counsel to IOTAS, Inc., a venture-backed tech company headquartered in Portland, Oregon, with a smart apartment platform, in its sale to ADT Inc. (NYSE: ADT).
• Counsel to Point B, Inc., an employee-owned management consulting firm, in its partnership with Endeavour Capital.
• Counsel to ATI Inc. (NYSE: ATI) in its sale of its division specializing in flowforming precision-engineered components for defense and aerospace markets to a private equity firm.
• Counsel to OFD Foods, LLC, a manufacturer of freeze-dried foods and other materials and a portfolio company of Endeavour Capital, in its sale to Arbor Investments.
• Counsel to a technology company in the semiconductor sector based in the Portland, Oregon, area in its sale to a public company in the sector.
• Counsel to DB Technology LLC, a medical software company and a portfolio company of a private equity firm, in its sale to Dura Software.
• Counsel to Fresco Logic, Inc., a fabless semiconductor company headquartered in Beaverton, Oregon, in its sale to Parade Technologies, Ltd., a public Taiwanese company.
• Counsel to RainShadow Labs, a private-label manufacturer of skin care products located in St. Helens, Oregon, in its majority sale to Westhook Capital.
• Counsel to GDG Capital LLC in its acquisition of a short-haul trucking and brokerage business located in Portland, Oregon. 
• Counsel to ATI Inc. (NYSE: ATI) in its sale of its titanium investment castings division located in Albany, Oregon, to Consolidated Precision Products Corp., a portfolio company of Warburg Pincus. 
• Counsel to Evriholder Products, LLC, a portfolio company of True West Capital Partners and a manufacturer and distributor of houseware products, in its sale to a portfolio company of Edgewater Capital Partners. 
• Counsel to Lithia Motors, Inc., a Fortune 500 company headquartered in Medford, Oregon, that operates over 260 automobile dealerships across 24 states (NYSE: LAD), in dozens of acquisitions and sales of dealerships.
• Counsel to a medical software company and a portfolio company of a private equity firm in its sale to strategic partner. 
• Counsel to a software company that provides cybersecurity response solutions in its sale to a private equity firm. 
• Counsel to ESCO Corporation, a manufacturer of ground-engaging tools for mining and infrastructure industries, in its sale to The Weir Group PLC for approximately $1.3 billion in cash and stock. 
• Counsel to CloudMed, LLC, a medical software company, in its sale to a portfolio company of a private equity fund.
• Counsel to an Oregon manufacturer of industrial products in a 51% equity acquisition by a private equity fund. 
• Counsel to a registered investment advisor headquartered in Portland, Oregon, in its sale to a national registered investment advisor firm. 
• Counsel to a digital design agency headquartered in Portland, Oregon, in its sale to a “Big Four” accounting firm. 
• Counsel to an investment management firm headquartered in Portland, Oregon, in its sale to a publicly traded investment management firm. 
• Counsel to a private equity firm in its majority acquisition of a manufacturer of freeze-dried foods and other products. 
• Counsel to iovation Inc., a provider of authentication solutions based in Portland, Oregon, in its acquisition of LaunchKey, Inc. for stock and cash.
• Counsel to Kuni Automotive, Inc., an automobile dealership group headquartered in Vancouver, Washington, that operates 14 dealerships in five states, in its sale to Holman Automotive to create one of the nation’s largest family-owned automobile dealership groups. 
• Counsel to a technology company in its acquisition of a software company for cash and stock.

Finance and Securities Law

• Counsel to public companies on Securities Exchange Act of 1934 matters, including periodic reports on Form 10-Q and Form 10-K, current reports on Form 8-K, proxy statements, Schedule 13D and 13Gs, Section 16 filings, Rule 144 sales and opinions and corporate governance matters. 
• Counsel to companies regarding equity compensation and securities law compliance, including for stock options, restricted stock, restricted stock units, profits interests, stock appreciation rights and phantom stock. 
• Counsel to NuScale Power, LLC, a company headquartered in Portland, Oregon, developing a new small modular reactor for nuclear power, in its merger with a special purpose acquisition company (SPAC) to become publicly traded company on the New York Stock Exchange (NYSE: SMR) and its related private placement of public equity transactions, raising approximately $380 million in aggregate in the merger and private placements.
• Counsel to NuScale Power, LLC in a series of international private placement transactions with strategic partners and investors, raising approximately $192 million. 
• Counsel to a start-up software company in its pre-seed preferred stock financing.
• Counsel to a majority-owned ESOP company in its redemption of a portion of the stock owned by the ESOP.
• Counsel to a borrower with respect to several amendments to its $2.8 billion syndicated credit facility. 
• Counsel to a technology company in its sale of series C preferred stock to investors for $89 million, a portion of which the company used to complete a tender offer with existing junior security holders.
• Counsel to a borrower in its establishment of a $170 million syndicated term loan and $130 million revolving credit facility and its redemption of $172 million of senior notes. 
• Counsel to a technology-focused investment fund in its sale of equity to investors. 
• Counsel to a development-stage company in its sales of debt and equity to investors. 
• Counsel to operating geothermal project companies in the sale of $169 million of high-yield debt to a national insurance company.

Antitrust Advice

• Counsel to companies in filings to the U.S. Department of Justice and Federal Trade Commission for antitrust review of mergers and acquisitions under the Hart-Scott-Rodino Act. 
• Counsel to companies in connection with proposed competitor collaborations and joint ventures. 
• Counsel to OEMs regarding distribution arrangements and strategies, including suggested minimum resale prices and minimum resale price policies. 
• Counsel to acquisition parties regarding antitrust transaction risks, sharing of sensitive information, clean team arrangements and antitrust provisions in definitive agreements. 
• Counsel to trade associations on antitrust compliance matters.

Insights & Presentations

• Exploring Middle-Market M&A Trends in 2023 and Beyond (co-author), Law360, December 18, 2023
• Panelist on M&A Trends and Tips, CLE Presentation at Business Law Section of Oregon Bar’s Annual Meeting, November 10, 2023 
• M&A Resources, CLE Presentation at Stoel Rives LLP Mergers and Acquisition Subgroup Meeting, January 17, 2023
• Representation & Warranty Insurance—Market Trends, CLE Presentation at Stoel Rives LLP Mergers and Acquisition Subgroup Meeting, February 18, 2020
• Securities Law Updates for Equity Compensation, Oregon Business Lawyer, June 2019
• Hart-Scott-Rodino Act: 2017 Thresholds and Key Considerations, Stoel Rives LLP Energy Initiative Presentation, March 6, 2017

• Included in Best Lawyers^®: Ones to Watch in America (Corporate Law, Mergers & Acquisitions Law, Securities Regulation), 2021–present
• Listed among Rising Stars (Mergers & Acquisitions, Securities & Corporate Finance), Oregon Super Lawyers^®, 2022–present

Professional

• Business Law Section of Oregon State Bar, Executive Committee, 2017–present
  • Chair of Executive Committee, 2023
  • Secretary of Executive Committee, 2022
  • Chair of Young Business Lawyers Subcommittee, 2018–2020