Robert J. Moorman

Robert J. Moorman

Retired Partner
Portland, OR
Overview

About Bob

Bob Moorman practiced in the firm’s Corporate practice group. He advised 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.

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Experience

Experience

  • Represented Kuni Enterprises, following a complex, multi-stage reorganization to accommodate income tax and contractual limitations, in the sale of Kuni Automotive to Holman Automotive Group in a transaction that created one of the largest privately owned automotive dealer networks in the United States, with annual revenue of more than $3 billion.
  • Represented CradlePoint, Inc. in its acquisition, by reverse triangular merger using cash and CradlePoint common stock, of Pertino, Inc. All of the merger consideration was paid to holders of Pertino’s convertible promissory notes. Indemnification obligations could be paid in cash or stock, and the value of the stock for those purposes will be adjusted to the then-current CradlePoint 409A valuation.
  • Represented Ahern Rentals, Inc. in a Rule 144A offering of $420 million principal amount of 9.50% Second Priority Senior Secured Notes. Jefferies LLC was the initial purchaser.
  • Represented Ahern Rentals, Inc. in a Rule 144A offering of $550 million principal amount of 7.375% Second Priority Senior Secured Notes due 2023. Merrill Lynch, Pierce, Fenner & Smith Incorporated was the representative of the initial purchasers.
  • Represented ESCO Corporation in the sale of Class A Common Stock to Endeavour Capital Fund VI, LP and Endeavour Associates Fund VI, LP.
  • Represented ESCO Corporation in an initial public offering filing. Proposed capital structure created by Stoel Rives included an innovative “structural lockup” in lieu of the typical contractual obligation from a large shareholder base. Goldman Sachs and Morgan Stanley were lead managing underwriters.
  • Represented ESCO Corporation in the divestiture of its Turbine Technologies Group through an auction and stock sale to an affiliate of Consolidated Precision Products. Goldman Sachs was the financial adviser to ESCO.
  • 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 was 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.
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Honors

Honors & Activities

  • Named by Best Lawyers® as Corporate Law “Lawyer of the Year,” Portland, 2019; Securities/Capital Markets Law “Lawyer of the Year,” Portland, 2018; Mergers & Acquisition Law “Lawyer of the Year,” Portland, 2016; Securities Regulation Law “Lawyer of the Year,” Portland, 2014; and Securities Law “Lawyer of the Year,” Portland, 2011
  • Included in The Best Lawyers in America© (currently: Corporate Law, Mergers & Acquisitions Law, Securities/Capital Markets Law, Securities Regulation), 2008-2019
  • Listed in Oregon Super Lawyers® (Mergers & Acquisitions, Securities & Corporate Finance, Business/Corporate), 2006-2017
  • Selected as one of "America’s Leading Lawyers for Business" (Oregon) by Chambers USA (currently: Corporate/Mergers & Acquisitions), 2005-2019
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