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Rachel P. Worth

Fax +1.503.553.6287
Rachel describes her practice as a corporate “life cycle” advisor. She counsels companies on structuring and entity formation and through initial and subsequent financings, whether private placement, capital markets transactions, or bank financing. She assists clients with corporate governance, equity compensation, and commercial contracting as they grow organically, and with acquisition transactions as they grow strategically. She also guides companies through major transactions, such as mergers, asset and securities sales, initial public offerings, and dissolutions or divestitures. Ms. Worth also counsels private equity and venture capital funds on formation and structure, operational matters and portfolio investment transactions and assists public companies and their constituents with securities filings and compliance. She has worked with clients from a wide variety of industries, including SaaS, food and beverage, consumer technology, life sciences, transportation, aviation, and social media. Ms. Worth is also passionate about supporting nonprofits, especially those focused on the environment and youth empowerment, through pro bono legal services, volunteering her time, and serving on boards of directors.


  • Super Lawyers “Rising Star” in Mergers & Acquisitions, 2018 - 2019

Professional/Civic Activities

  • Board Member, Big City Mountaineers (2018-present)
    • Chair, Risk and Safety Committee
    • Member, Operations Committee
  • Graduate and Volunteer Faculty Member, Seattle Works, The Bridge (nonprofit board service training), 2013-2015
  • Member, Junior League of Seattle, 2010-2015
    • Vice Chair of Life Skills: Women Committee, 2014-2015
  • Member, American Bar Association
  • Member, Oregon State Bar Association
  • Member, Multnomah County Bar Association
  • Member, Oregon Women Lawyers (OWLS)
  • Member, Washington State Bar Association
Mergers & Acquisitions
  • Represented accounting firm in its acquisition of multiple accounting practices.
  • Local counsel to global conglomerate in its acquisition of a local industrial manufacturing company.
  • Represented private equity fund in the sale of its portfolio food processing company to another private equity fund.
  • Represented global transportation, supply chain management, and packaging solutions provider in connection with its acquisition of a U.S. and Canadian customs brokerage company.
  • Represented a solar energy company in its acquisition of a photovoltaic energy project under development.
  • Represented aerial imagery and analytics company in connection with its merger-of-equals with a competitor and later acquisition by a private equity firm.
  • Represented Nasdaq-listed heavy-lift helicopter company in its acquisition of a competitor for $250 million in cash, stock, and notes.
  • Represented SaaS company in its acquisition of assets of a software development company and employment of its founder.
  • Represented mobile gaming company in its acquisition for $750 million in cash and stock (with an additional earn out potential of up to $550 million) by a gaming company.
Private Placements
  • Represented fast casual seafood restaurant group in restructuring of its subsidiaries and private offering of $20 million Class A Units to investment fund.
  • Represented fast casual Israeli cuisine restaurant group in restructuring of its limited liability companies and $1.8 million private offering of Class A Units to investment fund.
  • Represented numerous technology companies in private offerings of debt and equity securities to angel, venture capital, and private equity investors.
  • Represented northwest venture capital investment funds in private purchases of debt and equity securities from technology companies.
Capital Markets
  • Represented veterinary therapeutics Irish public limited company operating in Australia in its $40 million U.S. initial public offering.
  • Represented SaaS company in its initial public offering. (Transaction was cancelled following confidential filings of Form S-1 and amendments but prior to pricing.)
  • Represented underwriter in $32 million initial public offering of heavy-lift helicopter company.
Other Matters
  • Represented global coffee company in commercial contracting with new launch vendors.
  • Represented exempt investment advisor in formation of private funds and private offering of $250 million in partnership interests.
  • Represented Chinese investment advisor in formation of Cayman Islands private funds and U.S. private offering of $450 million in partnership interests.
  • Represented numerous private and public companies in formation and governance, general corporate matters, equity incentive plans and grants, and commercial contracting.
  • Represented NYSE-listed and Nasdaq-listed companies and their constituents in periodic Exchange Act reporting.
  • Represented public charities in formation and application for tax exempt status.