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Charles H. Purcell

Partner
+1.206.370.8369
Fax +1.206.623.7022

Charles Purcell works extensively in the alternative investments areas with a focus on federal and international tax issues.  He has broad experience in the formation of domestic and foreign investment funds including private equity, venture, real estate and infrastructure funds and fund-of-funds; large joint venture transactions; mergers and acquisitions; financing and banking transactions; ventures capital investments and start-up companies; and compensation of managers, executives and promoters.  Mr.  Purcell represents numerous domestic and foreign institutional investors in connection with their alternative investment activities.  He also works with developers and investors in alternative energy projects, including solar, biomass and wind energy facilities.

Mr. Purcell is the editor-in-chief of The Limited Liability Company Forms and Practice Manual, the first limited liability company (LLC) manual for Washington, Oregon and Alaska. He has also written extensively on tax issues in alternative energy projects, including tax credit structuring for solar energy projects.

He is experienced in the economic analysis of transactions as relevant in the legal context including the analysis of appraisals and appraisal methodology from a tax perspective and financial analysis of benefits of tax structures. 

Professional Background

Before joining K&L Gates, Mr. Purcell practiced for 10 years with a New York City law firm.

Achievements

Mr. Purcell is recognized by peer group publications, including Best Lawyers in America and Chambers USA, as a leading lawyer in the areas of tax and private equity.

Speaking Engagements

Moderator, "Energy Technology Investment in Washington," 2011 Washington Future Energy Conference, October 2011.

Strategic Joint Ventures and Partnerships

  • Investments by California Public Employees Retirement System ("CalPERS") in:
           * Carlyle Group
           * Health Evolution Partners
           * Silver Lake
           * TPG Ventures LLC
           * Yucaipa American Funds
  • Investment by California Emerging Ventures in Audax Holdings
  • Establishment of Oregon Investment Fund, a joint venture between the State of Oregon and Credit Suisse First Boston
  • MSNBC LLC - a joint venture between Microsoft Corporation and NBC.
  • MSFDC LLC - a joint venture between Microsoft Corporation and First Data Corporation.
  • Microsoft/Dreamworks LLC - a joint venture between Microsoft Corporation and DreamWorks SKG to form DreamWorks Interactive LLC.
  • Microsoft Joint Venture with Publishing & Broadcasting Limited - Counsel to Microsoft in structuring and formation of joint venture for on-line programming for Australia and New Zealand. 
  • Microsoft Strategic Alliances - Counsel to Microsoft in structuring and formation of alliances with Vanstar Corporation, Tandem Computers, Entex Information Services, KPMG/Peat Marwick and XL Connect Solutions for support of Windows NT operating system. 
  • Sale of Stairmaster Sports/Medical Products, Inc. to Garden Way Incorporated - Counsel to Stairmaster in $40 million sale and merger of Stairmaster. 
  • Bosch Corporation/Skil joint venture to market power tools.
  • Investment by TCI in the Microsoft Network.
  • Wafertech - a joint venture to create and manufacture chips.

Investment Partnerships

  • ABRY Partners VI, L.P.
  • Accel VI, L.P.
  • Advent Central Eastern Europe IV, L.P
  • Advent Latin American Private Equity Fund V, LP
  • Alinda Fund (Infrastructure)
  • APA Excelsior V, L.P.
  • Apex Investment Fund III, L.P.
  • Arch Venture Fund III, L.P.
  • Avenue Europe Special Situations Fund II, L.P.
  • Avigo SME Fund III, L.P.
  • Battery Ventures IV, L.P.
  • Blackstone Real Estate Partners Europe III, L.P.
  • Centinela Partners II, L.P.
  • Chesapeake Partners Limited Partnership
  • CHL Medical Partners, L.P.
  • CITIC Capital China Partners II, L.P.
  • Clarus Lifesciences II L.P.
  • CVC European Equity Partners V L.P.
  • El Dorado Ventures IV, L.P.
  • Falcon Strategic Partners Fund III, LP
  • Frazier Healthcare II, L.P.
  • Global Investment Trust I
  • Harbour Group Investments III, L.P.
  • Hellman & Friedman Capital Partners VII, LP
  • Interwest Partners VI, L.P.
  • Khosla Ventures III, L.P.
  • KPS Special Situations Fund, L.P.
  • Lime Rock Partners, V, LP.
  • Littlejohn Fund IV, L.P.
  • Lubert-Adler Real Estate Fund VI, L.P.
  • Madison Dearborn Capital Partners II, L.P.
  • Madison Dearborn VI, L.P.
  • Navis Asia Fund VI. L.P.
  • New Enterprise Associates VII
  • Oak Investment Partners VI, L.P.
  • OCM Opportunities Fund I and II, L.P.
  • Olympic Venture Partners IV, L.P.
  • Olympus Growth Fund III, L.P.
  • Phoenix Asia Real Estate Investments IV, L.P.
  • Pivotal Investment Partners I, L.P.
  • Polaris II Limited Partnership
  • Qiming Ventures Partners II, L.P.
  • Quaker BioVentures II, LP
  • Restart Partners II, L.P.
  • Riverside Europe IV, L.P.
  • RLJ Western Asset Public/Private Fund, L.P.
  • Spectrum Equity Investors II, L.P.
  • Swander Pace Capital Fund
  • TA/Advent VIII, L.P.
  • TCW Special Credits Fund III, L.P.
  • Technology Crossover Ventures II, L.P.
  • TPG Partners II, L.P.
  • TPG VI, L.P.
  • Vestar Capital Partners III, L.P.
  • Worldview Technology Partners I, L.P.

Acquisitions and Reorganizations

  • Acquisition of Rare Ltd. by Microsoft.
  • Sale by Microsoft of majority interest in Expedia, Inc.
  • Acquisition of WebTV Networks by Microsoft in a tax-deferred recapitalization utilizing exchangeable shares.
  • Disposition of Spieden Island by Alaska Northwest Properties via spin-off of other assets in a limited liability company followed by a cash merger with Under the Radar.
  • Sale of Abatis Systems Corporation to RedBack Networks.
  • Sale of Hothouse Technologies to Broad com Inc.
  • Acquisition of Intuit Inc. by Microsoft in a tax-free reorganization qualifying as a pooling of interest for accounting (terminated).
  • Tender offer for Univar by Royal Pakhoed, N.V. followed by a cash merger.
  • Acquisition of SOFTIMAGE Inc. by Microsoft pursuant to an arrangement under Quebec law structured to qualify as a pooling and tax deferred for Canadian and U.S. tax purposes.
  • Acquisition of MidSouth Corporation by Kansas City Southern Industries, Inc. in a cash merger requiring approval by the Interstate Commerce Commission.
  • Merger of Momentum Corporation and Philips & Jacobs, Incorporated to form PrimeSource Corporation in a tax-free reorganization.
  • Merger of Hot Mail Corporation by Microsoft in a tax-deferred merger transaction.
  • Acquisition of NetCarta by Microsoft in a tax-free reverse triangular merger and related investment.
  • Acquisition of Intersé by Microsoft in a tax-free reverse triangular merger.
  • Acquisition of Dimension X by Microsoft in a tax-free reverse triangular merge.r
  • Acquisition of Vermeer Technologies, Inc. by Microsoft in a tax-free reorganization qualifying as a pooling of interest.
  • Acquisition of eShop, Inc. by Microsoft in a tax-free reorganization.
  • Acquisition of substantially all assets of Electric Gravity, Inc. in a tax-free reorganization.
  • Acquisition of Aspect Software Engineering, Inc. by Microsoft in a tax-free reorganization.
  • Acquisition of Colusa Software, Inc. by Microsoft in a tax-free organization.
  • Acquisition of substantially all assets of Bruce Artwick Organization, Ltd. (including "Flight Simulator") by Microsoft.
  • Acquisition of Blue Ribbon SoundWorks, Ltd. by Microsoft in a cash merger.
  • Sale of controlling interest in Applied Power Corporation to an affiliate of Idaho Power Company.
  • Acquisition of Dare to Dream Intertainment, Inc. by Microsoft in a tax-free reincorporation with deferred earn out provisions.
  • Acquisition of One Tree Software, Inc. by Microsoft in a tax-free reorganization.
  • Acquisition of Altamira Software Corporation by Microsoft in a tax-free reorganization.
  • Acquisition of assets of T.K. Gray by Momentum Corporation.
  • Acquisition of Smith Tractor & Equipment Co. by Duke Seabridge Limited (Vancouver, B.C.).
  • Represented the management of Cello Bag Co., Inc. in the sale and joint venture arrangement with Amcor Limited (Melbourne, Australia)/Represented the management of Cello Bag Co., Inc. in its acquisition of Cello Bag with financing provided by Security Pacific.
  • Represented OKI Electric Co., Ltd. (Tokyo) in its acquisition of the software tools division of Seattle Silicon Corporation.
  • Represented management in buyout of EMF Corporation from NV Koninklijke KNPBT (Netherlands).
  • Represented Pets' Choice, Inc. in nine acquisitions of veterinary practices.

Public Offerings/Cross-Border Securities Transactions

  • Microsoft 23/4 percent Convertible Exchangeable Principal-Protected Preferred shares, Series A.
  • Western Wireless 101/2 Senior Subordinated Notes.
  • Intrawest - Initial Public Offering.
  • Western Wireless Corporation - Company counsel.  Registered exchange offer.  Underwriters - Goldman Sachs, Donaldson Lufkin & Jenrette, Salomon Brothers and Toronto Dominion.  $200 million Senior Subordinated Notes. 
  • Western Wireless Corporation - Company counsel.  Underwriters - Goldman Sachs, Donaldson Lufkin & Jenrette, Merrill Lynch, Salomon Brothers and Toronto Dominion.  $200 million Senior Subordinated Notes. 
  • Starbucks Corporation - Company counsel.  Underwriters - Alex. Brown, Schroder, Wertheim and Hambrecht & Quist.  $125 million Convertible Subordinated Debentures. 
  • APT Satellite Company - Responsible for U.S. Securities and Exchange Commission and New York Stock Exchange reporting and compliance matters for Hong Kong company.  Ongoing representation. 
  • SNG Telecom - Secured 12g3-2(b) registration exemption under the Securities Exchange Act of 1934 for Canadian issuer. 
  • Intrawest Corporation - Public offering of common shares in U.S. and New York Stock Exchange listing by Canadian company. 
  • Slocan Forest Products - rule 144A offering of subscription receipts in U.S. by Canadian issuer. 
  • Represented Newspager Corporation of America in its private placement of common stock to Loxley Public Co., Ltd. (Bangkok, Thailand).

Lease Transactions

  • Represented The Municipality of Metropolitan Seattle (Metro) in two transit equipment cross-border lease transactions with Mitsui Leasing & Development, Ltd. (Tokyo).
  • Represented Reno Air in lease of MD-80 aircraft from McDonnell Douglas.
  • Represented Reno Air in lease of two DC-9-82 aircraft from EDS.