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Rachel P. Worth

Associate
+1.503.226.5787
Fax +1.503.553.6287
Rachel Worth is an associate in the firm’s Portland office and a member of the corporate, mergers and acquisitions, and emerging company practice groups. Her practice focuses on the representation of public and private companies and investors in a range of corporate and business transactions, such as debt and equity financings; mergers, acquisitions, and divestitures; securities offerings; and capital market transactions, with a focus on technology and emerging growth companies. She also counsels companies on corporate formation and funding and general corporate governance and compliance matters. Her experience includes advising private equity and venture capital funds on formation and structure, operational matters and portfolio investment transactions, and assisting public companies 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.

Professional Background

Prior to joining K&L Gates, Ms. Worth was an associate at a Seattle, WA law firm.

Professional/Civic Activities

  • 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 aerial imagery and analytics company in connection with its cash acquisition by a private equity firm.
  • Represented aerial imagery and analytics company in connection with its $650 million cash acquisition by Nasdaq-listed analytics company. (Merger agreement was mutually terminated following 11 months of investigation by the Federal Trade Commission ending in a vote to challenge the proposed acquisition.)
  • Represented Nasdaq-listed heavy-lift helicopter company in its acquisition of a competitor for $250 million in cash, stock, and notes.
  • Represented software company in its acquisition of assets of a software development company and employment of its founder.
  • Represented aerial imagery and analytics company in connection with its merger-of-equals with a competitor.
  • Represented network security company in its acquisition by Nasdaq-listed computer technology company.
  • Represented mobile gaming company in its $750 million acquisition 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 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 in periodic Exchange Act reporting.
  • Represented public charities in formation and application for tax exempt status.