Christine Nicholas

Practice Areas

Mergers and Acquisitions

Business Formation and Structure

Corporate Governance

Commercial Law

Lending and Finance

Real Estate

Work Highlights

Christine Nicholas is a member of Kirton McConkie's Corporate section where her practice focuses on:

• Commercial law - vendor contracts, licensing agreements, construction agreements (AIA and ConsensusDocs), sales agreements, product supply agreements, pure food guaranties, tolling agreements, private label agreements, manufacturing agreements, co-pack agreements, distribution agreements, joint development agreements, product development agreements, joint venture agreements, copyright and trademark protection (including Madrid Protocol filings for international trademarks).

• General corporate law and governance - entity selection and formation of corporations, LLCs, and partnerships; day-to-day advice related to entity operations, business licensing, and maintenance; board of directors and senior leadership advice and support; minutes, annual reports, policy development, and compliance review.

• Business sales and acquisitions - counsel, strategize, and structure transactions; negotiate, document, and close agreements for the purchase or sale of assets or stock in domestic and international transactions; and assist in post-closing integration of acquired businesses.

• Finance - domestic and international term and revolving credit agreements in secured and unsecured loan transactions; publicly bonded improvements; equipment leases (capital, operating, and synthetic leases of rolling stock, mining equipment, food processing equipment, and the like); negotiation of ISDA documentation for commodities, FX, and interest rate hedging; problem loan restructures; private placements of notes and equity in Reg D and other exempt offerings.

• Real Estate - sales, acquisitions, development, and leasing (including retail shopping centers, office buildings, mixed-use developments, hotels, restaurants, multi-family housing, and residential subdivisions); real-estate secured finance transactions.

Prior to joining Kirton McConkie, Ms. Nicholas served in private practice in Boise where she served as president of a prominent Boise law firm and served in house with a large, Boise-based, multinational agribusiness where her last position held was assistant secretary and associate general counsel - finance and corporate affairs.

Ms. Nicholas is rated AV Preeminent® 5 out of 5 by Martindale-Hubbell and has been recognized by Chambers in corporate/commercial and real estate, The Best Lawyers in America® in corporate governance and real estate law, and Mountain States Super Lawyers and Top 50 Women Mountain States Super Lawyers. In 2023, she was recognized by Business Today as one of the Top 10 Most Influential Corporate Lawyers in Idaho. She was an Idaho Business Review 2018 Women of the Year honoree and an Idaho Business Review 2016 Leader in Law. In 2009, she received a Woman of the Year Leadership Award from the Boise Chapter of NAWBO (National Association of Women Business Owners), and in 2000 she received a TWIN Award from the WCA Boise.

In 2009, Ms. Nicholas received a Burton Award for Legal Excellence for her article published in the ABA’s Business Law Today publication, entitled “Teach an Old UCC Dog New Tricks, An overview of the U.N. Convention on the International Sale of Goods” (Business Law Today, Vol. 18, No. 1, Sep/Oct 2008).

Ms. Nicholas was selected a fellow in the American College of Mortgage Attorneys (ACMA) in 2015 where she served as state chair for Idaho and where she currently serves as co-chair of the Opinions Committee. She was selected a fellow in the American College of Real Estate Lawyers (ACREL) in 2015 where she currently serves on the Membership Development Committee. In 2019, she became a fellow in the American Bar Foundation.

Industry Sector Expertise

FOOD AND AGRICULTURE: Ms. Nicholas provided in-house counsel and outside representation to a large, Boise-based multinational agribusiness, including to its operations in the United States, Canada, Mexico, Australia, and China. Ms. Nicholas supported major acquisitions and the company’s finance function, including its revolver, term loans, equipment leases, ISDA hedging agreements to manage risk of interest rate changes, foreign exchange rate fluctuation, cooking oil and natural gas price fluctuation, and private note placements. Additionally, Ms. Nicholas provides representation to lenders to agricultural and food processing borrowers.

FINANCIAL SERVICES: Ms. Nicholas represents bank and non-bank lenders in connection with front-end loan negotiation and documentation for term loans, revolving loans, development loans, and construction loans in secured and unsecured credit transactions. She represent lenders in loan work-outs and restructuring. She represents direct lenders in connection with New Markets Tax Credit financings.

REAL ESTATE: Ms. Nicholas represents real estate holding and development companies in connection with acquisitions and sales, development of residential subdivisions, multi-tenanted and multi-family housing projects, redevelopment of distressed properties, and construction and leasing of retail, office, industrial, and restaurant properties. She represents lenders in connection with development and construction loans and term loans secured by real property collateral. She often acts as local counsel in rendering third party legal opinions in connection with real estate-secured financings.

Experience

REPRESENTATIVE TRANSACTIONS

M&A:

• Acquisition of ammonia manufacturing plant in Italy and its disassembly, shipment to, and refurbishment in Texas, and shipment to, reassembly, and modification in Canada, and the related negotiation and implementation of engineering and construction services agreements

• Stock redemption and recapitalization transactions for client in the milk products industry

• Sale of Canadian subsidiary involving the inter-company transfer of assets of a multimillion-dollar potato processing business unit and obtaining related third-party consents

• Acquisition of membership interests in Mexican fruit producer

• Sporting goods manufacturer’s acquisitions of competitive/accretive protective eyewear and footwear businesses

• Leveraged management buy-out of a building materials division, involving 19 stores and related plants/yards in 6 states

• Leveraged management buy-out of a coated paper manufacturing division, involving mills and related properties in 2 states

• Acquisition of a frozen potato products manufacturing company

• Acquisition of assets related to a horticultural-products retail distribution business with assets in 14 states

• Acquisition of turf seed assets and intellectual property (including PVP varieties and applications) out of the bankruptcy of a turf-seed company, involving assets located in multiple states and forming a tri-party buying group

• Sale of pallet manufacturing company and lease of related properties

• Sale of disaster restoration business and lease of related properties

Finance:

Credit agreements/loan workouts - Negotiate and document terms of secured and unsecured credit facilities involving revolving credits, term loans, equipment lines, and acquisition loans. Agricultural and real estate development loan restructurings and deeds in lieu of foreclosure. Negotiate terms of multimillion-dollar syndicated revolving credit agreements and term loans to finance operations in the U.S., Canada, Mexico, Australia, New Zealand, and China. Lender representation in connection with numerous loan transactions, including operating loans to food processors, aquaculture operations, auto and heavy equipment flooring lines, and construction loans to commercial and residential real estate developers.

Equipment leases - Negotiate terms of equipment leases, including a $200 million leveraged lease of chemical production plant and other leveraged leases, synthetic leases and operating leases of equipment, such as rolling stock, railroad tank cars, food processing line equipment, and corn flaking equipment.

Private note placements - Negotiate terms of multimillion-dollar private note placements for the issuer and act as transfer agent for the administration of the issued registered notes.

ISDA master and hedging agreements - Negotiate and document terms for schedules, credit support annexes, and other documents related to ISDA master agreements to support hedging of commodities risk (natural gas, diesel fuel, cooking oils), interest rate risk, and FX risk, negotiate related master netting agreements and novation agreements, and advise on swap provisions of Dodd-Frank and related regulations. Negotiate and document hedging agreement related to yen currency fluctuations in connection with long-term purchase agreement with Japanese customer.

Real Estate:

Projects involving construction, financing (construction, take-out, and non-recourse refinancing), and operation of:

• Retail shopping centers and mixed-use shopping centers

• Condominiumized project composed of a four-star hotel, residential condominiums, health club, events center with hospitality suites, restaurants, and public parking garage

• Franchised hotel, including documentation of a ground lease, related restaurant build-to-suit leases, and construction and take-out financing (including a non-recourse securitized bond financing)

• Private twin-rink skating facility with food court tenants and space-use licensees

Negotiation and documentation of AIA and ConsensusDocs agreements with architect and contractor in connection with development of new $15 million building and renovations to existing building improvements.

Negotiation and documentation of terms of numerous ground leases, build-to-suit leases, renovate-to-suit leases with national pharmacy and quick-serve restaurant tenants, office tenants, and retail tenants.

Residential and commercial master planned subdivision, including covenant preparation for 24 residential subdivision phases and commercial components, development of common area maintenance agreements and form residential lot reservation and purchase agreements, negotiation and closing of commercial purchase agreements, build-to-suit leases, in-line retail leases, and pad site leases.

Mixed-use renovated warehouse acquisition, development and leasing to office, retail and restaurant tenants (local and national).