Adam R. Moses

Primary Focus & Experience

Mr. Moses’ experience includes domestic and cross-border M&A transactions, take-private transactions, proxy contests, and unsolicited bids for corporate control.  In addition, he routinely advises private equity firms and hedge funds on other investments across the capital structure, including direct debt investments, preferred equity investments, joint ventures, and minority stake investments.  Mr. Moses also has extensive experience with a range of restructuring and distressed transactions, including M&A transactions effected through bankruptcy processes, exchange offers, debt-for-control investments, and complex recapitalization transactions.

In addition to his transactional work, Mr. Moses regularly counsels boards of directors, special committees, and officers with respect to strategic alternatives, restructuring transactions, governance matters, takeover preparedness, fiduciary duty questions, and compliance with the federal securities laws.

Mr. Moses’s clients include public and private companies operating, and private equity firms and hedge funds investing, in a range of industries, including gaming, hospitality, sports & leisure, retail, technology, energy, staffing, healthcare, manufacturing, and financial services.

Mr. Moses’ recent engagements include representation of:

• The Special Committee of the board of directors of Westinghouse in connection with a strategic alternatives process resulting in the sale of the Westinghouse business to Brookfield for approximately $4.6 billion in cash and assumed liabilities.
• Founding partners in their investment in Black Knight Sports & Entertainment Holdco, the vehicle formed to acquire the Vegas Golden Knights National Hockey League (NHL) expansion franchise.
• Numerous retail companies, and institutional investors in retail companies, in liability management exchange offers and recapitalization transactions with respect to such companies.
• A PE firm in its debt investment in an energy company and a restructuring of that company resulting in the PE firm acquiring a controlling stake in the reorganized business.   
• The sellers in the disposition of the Sacramento Kings NBA franchise to a Sacramento-based investor group for a then-record price for an NBA franchise.
• A group of funds as the sole investors in an issuance of new high yield bonds, the net proceeds of which were utilized by a Native American gaming business to construct a destination casino resort.
• Volt Information Sciences in the separate divestitures of its information technology business and its quality assurance business.
• Zuffa, LLC and its controlling owners in the sale of the Ultimate Fighting Championship, the world’s premier professional mixed martial arts organization, to WME|IMG, Silver Lake Partners and KKR.
• An ad hoc group of noteholder financial institutions in connection with an exchange offer of high yield notes issued by a Native American gaming business that operates a destination casino resort.
• A private equity firm in connection with the formation of, and its investment in, 4 distinct joint ventures to acquire and resell spare aircraft parts.
• A multi-strategy investment firm and a leading family office in their joint investment in a technology patent business.
• A company in its unsolicited offer to acquire, and its ultimately successful take-private of, a gaming company for in excess of $2 billion in cash and assumed debt.
• Various private equity firms in connection with their respective investments in an oilfield services company, an oil exploration company, a telecommunications company, and a semiconductor manufacturer.
• A significant stockholder in connection with his $1 billion investment in the preferred and common stock of a global gaming company.
• A multi-strategy investment firm in a combined PIPE and direct debt investment in a technology company.
• The controlling equity holder of a distressed joint venture in connection with the sale of substantially all of the assets of a casino resort property.
• A hedge fund in its direct debt investment in a payment processing business.   
• A management-led buyout group in connection with the acquisition of a publicly-traded gaming company for in excess of $8 billion in cash and assumed debt.
• Dissidents in connection with proxy contests targeting the incumbent boards of directors of an entertainment company, a real estate services company, and a leading domestic operator of fitness centers.

Recognition & Accomplishments

Mr. Moses is recognized by IFLR1000 for his M&A practice and by The Legal 500 for his corporate restructuring work.  Mr. Moses holds a J.D. from Stanford Law School, where he served as an editor of the Stanford Law and Policy Review.

Mr. Moses has authored articles covering a range of matters relating to his areas of practice, including such topics as private equity, gaming transactions, fiduciary duties, and corporate dividend laws.  His pieces have appeared in Reuters Buyouts, The Daily Deal, The Journal of Private Equity, Mergers & Acquisitions, Global Gaming Business, Bloomberg: BNA's Bankruptcy Law Reporter, Directorship, and BNA Corporate Accountability Report.