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
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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.
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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.
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Represented ESCO Corporation in the divestiture of its Turbine Technologies
Group through an auction and stock sale to an affiliate of Consolidated Precision
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
Partner
Portland, OR
(503) 294-9249 direct
(503) 220-2480 fax
Products. Goldman Sachs was the financial adviser to ESCO.
bob.moorman@stoel.com
Represented McCormick & Schmick's Seafood Restaurants, Inc. in the
Education
implementation of a company-favorable majority voting policy in the face of a
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Yale Law School, J.D., 1980
proposal from CalPERS.
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University of Pennsylvania, A.B., 1972
Represented Ahern Rentals, Inc., an equipment rental company, in connection
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St. Ignatius High School, Cleveland,
with a $95 million term loan financing, the amendment and restatement of its
Ohio, 1969
$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.
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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.
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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
Admissions

Oregon
Robert J. Moorman
Grocers, Inc., a $1 billion revenue, retailer-owned grocery wholesale cooperative serving supermarket operators located
primarily in the state of Washington.
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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.
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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.
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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.
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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.
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Represented Stormwater Management, Inc. in its reverse triangular merger acquisition by Contech Construction Products, Inc.,
with additional payments through earnout.
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Represented Hollywood Entertainment Corporation in its $1.25 billion reverse triangular merger acquisition by Movie Gallery,
Inc. (Nasdaq: MOVI).
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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 and Activities
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Selected by Best Lawyers® as 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
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Listed in Best Lawyers in America© (currently: Corporate Law, Mergers & Acquisitions Law, Securities/Capital Markets Law,
Securities Regulation), 2008-2016
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Listed in Oregon Super Lawyers® (Mergers & Acquisitions, Securities & Corporate Finance, Business/Corporate), 2006-2015
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Selected as one of "America's Leading Lawyers for Business" (Oregon) by Chambers USA (currently: Corporate/Mergers &
Acquisitions), 2005-2016
Robert J. Moorman