Adam M. Gross

ADAM GROSS represents issuers, underwriters, investors, and sponsors on a full range of capital markets transactions. His practice also includes advising clients on securities laws and disclosure matters in connection with strategic transactions, public company reporting obligations, corporate governance matters, and general corporate matters.

Adam has served as counsel on a number of IPOs, including those for Nextracker Inc., Claros Mortgage Trust, Inc., Angel Oak Mortgage REIT, Inc., Americold Realty Trust, Inc., and TPG RE Finance Trust, Inc., inaugural public bond offerings for a number of issuers, and cross-border capital markets transactions. In addition to Adam’s work on capital markets transactions, he has advised on public company M&A and spinoff transactions, including representing Fortune Brands Innovations, Inc. (NYSE: FBIN) in the spinoff of its cabinets business.

Adam represents clients in a wide range of industries, including real estate, finance, insurance, and technology. In particular, he has significant experience advising REITs and financial institutions on public offerings. Adam has also been recognized in Best Lawyers: Ones to Watch® in America for Securities / Capital Markets Law (2026).

Recent representative transactions and experience include:

• Representation of Aspen Insurance Holdings Limited on its US$457.1 million upsized initial public offering.
• Representation of Velo3D, Inc. (NYSE: VLD; OTCQX: VLDX) in the exchange of senior secured notes for a majority of the equity of Velo3D by an affiliate of Arrayed Additive, Inc.
• Representation of the underwriters in connection with Americold Realty Operating Partnership, L.P.’s inaugural public debt offering of US$500 million of 5.409% notes due 2034, guaranteed by Americold Realty Trust, Inc. (NYSE: COLD), the issuer’s general partner, as well as other parent and subsidiary guarantors.
• Representation of International Game Technology PLC (NYSE: IGT) in connection with its US$6.3 billion sale of its Gaming and Digital Business to funds managed by affiliates of Apollo Global Management, Inc. and the related acquisition by such funds of Everi Holdings Inc.
• Representation of International Game Technology PLC (NYSE: IGT) in connection with its US$6.2 billion spin-off of its Gaming and Digital Business and the combination of those businesses with Everi Holdings Inc. (terminated).
• Representation of ContextLogic Inc. (Nasdaq: LOGC) in its US$173 million sale of its Wish e-commerce platform to Qoo10.
• Representation of 65 Equity Partners, an independently managed investment firm wholly-owned by Temasek Holdings, in connection with its anchor investment in AvePoint, a platform that optimizes SaaS operations and secure workplace collaboration, by way of a purchase of AvePoint shares of common stock from Sixth Street.
• Representation of Flex Ltd. (Nasdaq: FLEX) and its Fremont, California-based solar technology subsidiary, Nextracker Inc. (Nasdaq: NXT), in its upsized US$734.2 million initial public offering, making it at the time, the largest IPO of 2023.
• Representation of Flex Ltd. in its sale of US$500 million of convertible preferred equity in Nextracker Inc.to TPG Rise Climate.
• Representation of Fortune Brands Innovations, Inc. (NYSE: FBIN) in the spinoff of its cabinets business, MasterBrand, Inc. (NYSE: MBC), creating an independent publicly traded company.
• Representation of Morgan Stanley, J.P. Morgan, and other underwriters in the US$103 million initial public offering of Claros Mortgage Trust, Inc., a commercial mortgage REIT focused on transitional commercial real estate assets located in major U.S. markets.
• Representation of Invitation Homes Inc. in connection with its inaugural public debt offering of US$650 million of 2.000% senior notes due 2031.
• Representation of Angel Oak Mortgage REIT, Inc., a mortgage REIT focused on “non-qualified” residential mortgage loans, in connection with its initial public offering of US$136.8 million, concurrent private placement of US$40 million to an institutional investor, and ongoing disclosure obligations.
• Representation of Essential Properties Realty Trust, Inc. in connection with its inaugural public debt offering of US$400 million of 2.950% senior notes due 2031.
• Representation of the underwriters in the US$724.8 million IPO of Americold Realty Trust, Inc. in January 2018 and subsequent follow-on offerings.
• Representation of the underwriters in the US$220 million IPO of TPG RE Finance Trust, Inc. in July 2017 and subsequent follow-on offerings.
• Agents’ counsel for funding programs and securities offerings by two Australian banks (Australia and New Zealand Banking Group Limited and Commonwealth Bank of Australia) and two New Zealand banks (ANZ Bank New Zealand Limited and ASB Bank Limited).
• Representation of RXR Realty LLC in private placements of senior secured notes.
• Advising on financings for Customers Bancorp, Inc., Franklin Financial Network, Inc. (including its IPO), Maiden Holdings, Ltd., SITE Centers Corp., Safehold Inc., STAG Industrial Inc., TravelCenters of America Inc., Walgreens Boots Alliance, Inc., Weingarten Realty Investors, Xenia Hotels & Resorts, Inc., and various other issuers.