Robert J. Moorman

Experience

Bob Moorman practices in the firm's Corporate practice group. He advises clients on the sale and acquisition of businesses, including on director fiduciary duty issues, corporate governance and general securities law compliance. Bob has extensive experience in public and private financings, both debt and equity, particularly initial public offerings.

Representative Work

• Represents ESCO Corporation in its initial public offering of common stock to be underwritten by Goldman Sachs & Co. and Morgan Stanley.
• Represented McCormick & Schmick's Seafood Restaurants, Inc. in the implementation of a company-favorable majority voting policy in the face of a proposal from CalPERS.
• Represented Ahern Rentals, Inc., an equipment rental company, in connection with a $95 million term loan financing, the amendment and restatement of its $350 million credit facility, and a successful consent solicitation to amend the Indenture governing its outstanding Second Priority Senior Secured Notes.
• Represented Ultimate Electronics in a $100 million private sale by its limited liability company subsidiary of a minority equity interest to a Fortune 500 strategic investor. Ultimate Electronics is a name brand consumer electronics retailer that specializes in sales of home and car entertainment systems through 32 superstores across nine states.
• Represented a Nasdaq-listed public company in the analysis of stockholder protection measures and structuring of a stockholder rights plan placed "on the shelf" in response to stock acquisition activity.
• Represented Unified Grocers, Inc., a $3 billion revenue, retailer-owned grocery wholesale cooperative serving supermarkets located primarily in the western United States, in an acquisition of substantially all of the assets of Associated Grocers, Inc., a $1 billion revenue, retailer-owned grocery wholesale cooperative serving supermarket operators located primarily in the state of Washington.
• Represented Brookfield Asset Management in a $2.15 billion acquisition of all the outstanding shares of Longview Fibre Company, a publicly held real estate investment trust. Brookfield acquired 588,000 acres of timberlands in Washington and Oregon; one of the largest pulp and paper complexes in North America at Longview, Washington; and a network of 15 corrugated container plants located in 12 states. Based in Toronto, Brookfield is a global asset manager focused on property, power and other infrastructure assets with more than $75 billion of assets under management.
• Represented McCormick & Schmick's Seafood Restaurants, Inc. in its acquisition of substantially all of the assets of The Boathouse division of The Spectra Group of Great Restaurants Inc., consisting of restaurants located in the Vancouver, British Columbia area.
• Represented Ahern Rentals, Inc. in its add-on 144A offering of $90 million principal amount of 9¼% Second Priority Senior Secured Notes due 2013 to CIBC World Markets and Banc of America Securities LLC as initial purchasers, followed by a registered exchange offer.
• Represented ESCO Corporation in its recapitalization to facilitate the creation of a leveraged ESOP and the sale of stock to the ESOP trustee by the company and its shareholders as well as the related sale of two divisions.
• Represented Ahern Rentals, Inc. in a 144A offering of $200 million principal amount of 9¼% Second Priority Senior Secured Notes due 2013 to CIBC World Markets and Banc of America Securities LLC as initial purchasers, followed by a registered exchange offer and an amendment of its $175 million secured revolving credit facility with Bank of America, N.A., as administrative agent, and Wachovia Bank, N.A., as collateral agent.
• Represented Stormwater Management, Inc. in its reverse triangular merger acquisition by Contech Construction Products, Inc., with additional payments through earnout.
• Represented Hollywood Entertainment Corporation in its $1.25 billion reverse triangular merger acquisition by Movie Gallery, Inc. (Nasdaq: MOVI).
• Represented McCormick & Schmick's Seafood Restaurants, Inc. in its $72 million initial public offering of common stock underwritten by Banc of America Securities, and in its reorganization from a limited liability company to a corporation in connection with the offering.

Professional Honors & Activities

• Listed in Best Lawyers in America® (currently: Corporate Law, Mergers and Acquisitions Law, Securities/Capital Markets Law, Securities Regulation), 2008-2013
• Selected by Best Lawyers® as Portland Securities Law Lawyer of the Year, 2011
• Selected as one of "America's Leading Lawyers for Business" (Oregon) by Chambers USA (currently: Corporate/Mergers & Acquisitions), 2005-2012

Education

• Yale Law School, J.D., 1980
• University of Pennsylvania, A.B., 1972
• St. Ignatius High School, Cleveland, Ohio, 1969

Admissions

• Oregon

Print to Word