Ongoing
Real Estate Technology Company - General Outside Counsel
Representation and general counseling of a growing real estate technology company in acquisitions, licensing agreements and employment issues.
Real Estate Technology Company - General Outside Counsel
Representation and general counseling of a growing real estate technology company in acquisitions, licensing agreements and employment issues.
Ongoing
Private Equity Fund - Life Sciences
Representation of fundless sponsor in raising $100 million second strategic life sciences fund. The fund will invest in biotech, biologic and medical instruments industry segments worldwide, with investors primarily based in Asia.
Private Equity Fund - Life Sciences
Representation of fundless sponsor in raising $100 million second strategic life sciences fund. The fund will invest in biotech, biologic and medical instruments industry segments worldwide, with investors primarily based in Asia.
2010
Hedge Fund - SEC Investigation
Successful defense of a prominent hedge fund in connection with an SEC investigation of alleged misrepresentations and the alleged failure to disclose material facts to investors. We prepared a Wells Submission which resulted in decision by the SEC to drop the investigation.
Hedge Fund - SEC Investigation
Successful defense of a prominent hedge fund in connection with an SEC investigation of alleged misrepresentations and the alleged failure to disclose material facts to investors. We prepared a Wells Submission which resulted in decision by the SEC to drop the investigation.
2011
Commercial Bank - Workout and Forbearance
Representation of a major U.S. commercial bank in a workout of a multi-million dollar loan facility to a group of companies involved in direct sales fashion for women. This involves the preparation of a forbearance agreement among the borrowers and other lenders that have bilateral lines of credit and an amendment to the existing intercreditor agreement.
Commercial Bank - Workout and Forbearance
Representation of a major U.S. commercial bank in a workout of a multi-million dollar loan facility to a group of companies involved in direct sales fashion for women. This involves the preparation of a forbearance agreement among the borrowers and other lenders that have bilateral lines of credit and an amendment to the existing intercreditor agreement.
Ongoing
Seegene - International Counsel
Designated outside counsel to Seegene, Inc., a Seoul-based molecular diagnostics company, in its international product distribution and technology licensing, M&A, corporate and capital markets matters. Seegene has developed innovative technologies for the detection of multiple pathogens (ACP (Annealing Control Primer)TM and DPO (Dual Specific Oligonucleotide)TM).
Seegene - International Counsel
Designated outside counsel to Seegene, Inc., a Seoul-based molecular diagnostics company, in its international product distribution and technology licensing, M&A, corporate and capital markets matters. Seegene has developed innovative technologies for the detection of multiple pathogens (ACP (Annealing Control Primer)TM and DPO (Dual Specific Oligonucleotide)TM).
Ongoing
Plainfield Specialty Holdings - Loan Enforcement
Representation of Plainfield Specialty Holdings in obtaining a broad-reaching preliminary injunction against Children’s Legal Services for defaulting on a $16 million loan.
Plainfield Specialty Holdings - Loan Enforcement
Representation of Plainfield Specialty Holdings in obtaining a broad-reaching preliminary injunction against Children’s Legal Services for defaulting on a $16 million loan.
Ongoing
Non-U.S. Institutional Investors - Interest Acquisition
Representation of non-U.S. institutional investors in acquisitions of significant interests in U.S. based broker-dealers and investment managers.
Non-U.S. Institutional Investors - Interest Acquisition
Representation of non-U.S. institutional investors in acquisitions of significant interests in U.S. based broker-dealers and investment managers.
Ongoing
Insurance Company - Restructuring and Loss Remediation
Representation of insurance company in restructuring and loss remediation activities relating to asset backed securities and conduit municipal bond investments.
Insurance Company - Restructuring and Loss Remediation
Representation of insurance company in restructuring and loss remediation activities relating to asset backed securities and conduit municipal bond investments.
2010
SFF Investments - Joint Venture
Representation of SFF Investments LLC, which is wholly owned by a current All-Pro NFL player, in a joint venture to create a Rolling Stone magazine-branded restaurant/bar/lounge in Hollywood, CA.
SFF Investments - Joint Venture
Representation of SFF Investments LLC, which is wholly owned by a current All-Pro NFL player, in a joint venture to create a Rolling Stone magazine-branded restaurant/bar/lounge in Hollywood, CA.
Ongoing
Multinational Insurance and Reinsurance Company - Capital Markets and Regulatory Advice
Ongoing capital markets and regulatory advice to the investment advisory unit of a multinational insurance and reinsurance company.
Multinational Insurance and Reinsurance Company - Capital Markets and Regulatory Advice
Ongoing capital markets and regulatory advice to the investment advisory unit of a multinational insurance and reinsurance company.
Ongoing
Hedge Funds - General Counsel
Representation of institutional hedge funds, fund of funds and separate account investment managers as outside general counsel, including Stillwater Capital Partners, Wolf Asset Management International, Victoire Finance Capital, Karpus Investment Management, PCE Investors (U.S. matters), Discovery Capital Management, Hildene Capital Management, Wolf Asset Management International, Witter Partners, FIS Group and others. We advise and consult on a wide variety of corporate, regulatory and transactional matters in connection with the ongoing operation of their investment management business.
Hedge Funds - General Counsel
Representation of institutional hedge funds, fund of funds and separate account investment managers as outside general counsel, including Stillwater Capital Partners, Wolf Asset Management International, Victoire Finance Capital, Karpus Investment Management, PCE Investors (U.S. matters), Discovery Capital Management, Hildene Capital Management, Wolf Asset Management International, Witter Partners, FIS Group and others. We advise and consult on a wide variety of corporate, regulatory and transactional matters in connection with the ongoing operation of their investment management business.
Ongoing
Syndicated Loan - Asset Based Facility
Representation of a major U.S. commercial bank as agent in an $80 million secured asset based revolving loan facility to an apparel manufacturer. This involved the transfer of the agency role to the bank and continues to have various amendments to the loan documents, including negotiating new factoring arrangements, intercreditor agreements and third party waivers.
Syndicated Loan - Asset Based Facility
Representation of a major U.S. commercial bank as agent in an $80 million secured asset based revolving loan facility to an apparel manufacturer. This involved the transfer of the agency role to the bank and continues to have various amendments to the loan documents, including negotiating new factoring arrangements, intercreditor agreements and third party waivers.
Ongoing
Commercial Bank - Sports Lending
Representation of a major U.S. commercial bank in a $400 million syndicated revolving loan facility to a trust established by a major sports league to make further loans to participating clubs. The loan is secured by team revenues from league sponsored TV rights and other revenue sources on a non-cross collateralized team basis.
Commercial Bank - Sports Lending
Representation of a major U.S. commercial bank in a $400 million syndicated revolving loan facility to a trust established by a major sports league to make further loans to participating clubs. The loan is secured by team revenues from league sponsored TV rights and other revenue sources on a non-cross collateralized team basis.
Ongoing
Nutraceuticals Manufacturer - Loan Workout
Representation of a manufacturer of nutraceuticals in a workout and forbearance arrangement with its first and second lien lenders.
Nutraceuticals Manufacturer - Loan Workout
Representation of a manufacturer of nutraceuticals in a workout and forbearance arrangement with its first and second lien lenders.
2012
Investment Firm - Venture Capital Investments
Representation of off-shore investment firm in connection with its ongoing venture capital investment activities. The firm invests in domestic, as well as foreign companies with a primary focus on medical devices and hi-tech Israeli start-up companies.
Investment Firm - Venture Capital Investments
Representation of off-shore investment firm in connection with its ongoing venture capital investment activities. The firm invests in domestic, as well as foreign companies with a primary focus on medical devices and hi-tech Israeli start-up companies.
2012
Legends Hospitality - One World Trade Center Observatory
Representation of Legends Hospitality, LLC, the pioneering company in the sports and entertainment industries, in the deal to develop and operate the observation deck at the top of One World Trade Center.
Legends Hospitality - One World Trade Center Observatory
Representation of Legends Hospitality, LLC, the pioneering company in the sports and entertainment industries, in the deal to develop and operate the observation deck at the top of One World Trade Center.
2012
Yankee Global Enterprises - Senior Credit Facility
Representation of Yankee Global Enterprises LLC in the refinancing of its senior credit facility consisting of a term loan and a revolving line of credit. Yankee Global Enterprises LLC is a holding company that invests in media and sports-related businesses, including the New York Yankees.
Yankee Global Enterprises - Senior Credit Facility
Representation of Yankee Global Enterprises LLC in the refinancing of its senior credit facility consisting of a term loan and a revolving line of credit. Yankee Global Enterprises LLC is a holding company that invests in media and sports-related businesses, including the New York Yankees.
2012
Plainfield Asset Management - Hawkeye Renewables
Representation of Plainfield Asset Management in the sale of an interest in Hawkeye Renewables, an ethanol producer that specializes in ethanol and dried distiller grains.
Plainfield Asset Management - Hawkeye Renewables
Representation of Plainfield Asset Management in the sale of an interest in Hawkeye Renewables, an ethanol producer that specializes in ethanol and dried distiller grains.
2012
Amano USA Holdings, Inc. - Corporate Advice
Representation of Amano USA Holdings, Inc., a subsidiary of a Japanese public company across a range of operational and business matters.
Amano USA Holdings, Inc. - Corporate Advice
Representation of Amano USA Holdings, Inc., a subsidiary of a Japanese public company across a range of operational and business matters.
2012
Powers Fastners - Stanley Black & Decker
Representation of Powers Fasteners in its successful sale to Stanley Black & Decker Inc. (NYSE:SWK). Powers, founded in 1921 and based in Brewster, NY, is North America’s leading supplier of concrete and masonry anchors and fastening systems.
Powers Fastners - Stanley Black & Decker
Representation of Powers Fasteners in its successful sale to Stanley Black & Decker Inc. (NYSE:SWK). Powers, founded in 1921 and based in Brewster, NY, is North America’s leading supplier of concrete and masonry anchors and fastening systems.
2012
Boutique Investment Bank - Formation
Representation of boutique investment bank in its formation and organization of partnership; equity capital raise and registration as a Broker Dealer as well as across a spectrum of portfolio investments.
Boutique Investment Bank - Formation
Representation of boutique investment bank in its formation and organization of partnership; equity capital raise and registration as a Broker Dealer as well as across a spectrum of portfolio investments.
2012
Investment Advisor - Regulatory Advice
Representation of multi-billion dollar registered investment adviser in in connection with its re-evaluation of regulatory compliance mechanisms to accommodate investment advisory clients subject to ERISA.
Investment Advisor - Regulatory Advice
Representation of multi-billion dollar registered investment adviser in in connection with its re-evaluation of regulatory compliance mechanisms to accommodate investment advisory clients subject to ERISA.
2012
Private Equity Firm - Real Estate Portfolio Acquisition
Representation of private equity real estate investment firm in the acquisition of a substantial portfolio of mixed-use, multi-tenanted assets located in the Seattle metropolitan area.
Private Equity Firm - Real Estate Portfolio Acquisition
Representation of private equity real estate investment firm in the acquisition of a substantial portfolio of mixed-use, multi-tenanted assets located in the Seattle metropolitan area.
2012
Sports Broadcaster - Credit Facility
Representation of leading regional Sports Business broadcaster and franchise in the negotiation and closing of $630 million senior secured credit facility.
Sports Broadcaster - Credit Facility
Representation of leading regional Sports Business broadcaster and franchise in the negotiation and closing of $630 million senior secured credit facility.
2012
Sports Broadcaster - High Yield Offering
Representation of leading regional Sports Business broadcaster and franchise in the issuance of $250 million high yield note offering.
Sports Broadcaster - High Yield Offering
Representation of leading regional Sports Business broadcaster and franchise in the issuance of $250 million high yield note offering.
2012
Investment Advisor -NYC Pension Agreements
Representation of multi-billion dollar registered investment adviser in the negotiation of investment management agreements with New York City pension plans.
Investment Advisor -NYC Pension Agreements
Representation of multi-billion dollar registered investment adviser in the negotiation of investment management agreements with New York City pension plans.
2012
Top Rank - Manny Pacquiao v. Juan Manuel Marquez IV WBO
Representation of Top Rank in the Manny Pacquiao v. Juan Manuel Marquez IV WBO held December 8, 2012 at MGM Grand Garden Arena and telecast on HBO pay-per-view.
Top Rank - Manny Pacquiao v. Juan Manuel Marquez IV WBO
Representation of Top Rank in the Manny Pacquiao v. Juan Manuel Marquez IV WBO held December 8, 2012 at MGM Grand Garden Arena and telecast on HBO pay-per-view.
2012
Top Rank - Manny Pacquiao v. Timothy Bradley Jr. WBO
Representation of Top Rank in the Manny Pacquiao v. Timothy Bradley Jr. WBO welterweight championship bout held June 9, 2012 at MGM Grand Garden Arena and telecast on HBO pay-per-view.
Top Rank - Manny Pacquiao v. Timothy Bradley Jr. WBO
Representation of Top Rank in the Manny Pacquiao v. Timothy Bradley Jr. WBO welterweight championship bout held June 9, 2012 at MGM Grand Garden Arena and telecast on HBO pay-per-view.
2012
Investment Advisor - Investment Management Agreements
Representation of multi-billion dollar registered investment adviser in the negotiation of investment management agreements with major public telecommunications company.
Investment Advisor - Investment Management Agreements
Representation of multi-billion dollar registered investment adviser in the negotiation of investment management agreements with major public telecommunications company.
2012
Top Rank - Julio Cesar Chavez v. Sergio Martinez WBC
Representation of Top Rank in the Julio Cesar Chavez v. Sergio Martinez WBC middleweight championship bout held September 15, 2012 at the Thomas & Mack Center in Las Vegas and telecast on HBO pay-per-view.
Top Rank - Julio Cesar Chavez v. Sergio Martinez WBC
Representation of Top Rank in the Julio Cesar Chavez v. Sergio Martinez WBC middleweight championship bout held September 15, 2012 at the Thomas & Mack Center in Las Vegas and telecast on HBO pay-per-view.
2012
Investor Group - San Diego Padres
Representation of investor group including former MLB All-Star in a bid to acquire the San Diego Padres.
Investor Group - San Diego Padres
Representation of investor group including former MLB All-Star in a bid to acquire the San Diego Padres.
2012
Top Rank - Telecast Contracts
Legal representation of TopRank.TV including contracting with athletes and arenas, TV broadcasters, Home BOX Office and foreign broadcasters for live telecasts in all media including internet and online.
Top Rank - Telecast Contracts
Legal representation of TopRank.TV including contracting with athletes and arenas, TV broadcasters, Home BOX Office and foreign broadcasters for live telecasts in all media including internet and online.
2012
Tri-State Financial Press LLC — Sale of Business
Representation of Tri-State Financial Press LLC, a leading New York-area financial printer, based in Saddle Brook, New Jersey, in the sale of its business to Toppan Vite (New York) Inc. Toppan Vite, a global leader in financial printing, is a wholly owned subsidiary of Toppan Leefung Pte Limited and part of the Toppan Printing Group, the world’s largest printing group, headquartered in Tokyo with approximately US $18 billion in sales for the year ended March 31, 2012. The transaction will allow Toppan to expand its global reach and service capabilities in the United States with the addition of the Tri-State division based in New Jersey to compliment Toppan’s existing state-of-the art client facilities in Manhattan.
Tri-State Financial Press LLC — Sale of Business
Representation of Tri-State Financial Press LLC, a leading New York-area financial printer, based in Saddle Brook, New Jersey, in the sale of its business to Toppan Vite (New York) Inc. Toppan Vite, a global leader in financial printing, is a wholly owned subsidiary of Toppan Leefung Pte Limited and part of the Toppan Printing Group, the world’s largest printing group, headquartered in Tokyo with approximately US $18 billion in sales for the year ended March 31, 2012. The transaction will allow Toppan to expand its global reach and service capabilities in the United States with the addition of the Tri-State division based in New Jersey to compliment Toppan’s existing state-of-the art client facilities in Manhattan.
2012
Yankee Global Enterprises - YES Network
Representation of the New York Yankees and Yankee Global Enterprises in News Corporation's acquisition of a 49 percent equity stake in the Yankees Sports Technology, Media & Communications and Sports Business Network (YES).
Yankee Global Enterprises - YES Network
Representation of the New York Yankees and Yankee Global Enterprises in News Corporation's acquisition of a 49 percent equity stake in the Yankees Sports Technology, Media & Communications and Sports Business Network (YES).
2012
Yankee Global Enterprises - Triple A Acquisition
Representation of Yankee Global Enterprises and affiliates in the acquisition of franchise rights for the New York Yankees minor league Triple A affiliate based in Scranton /Wilkes-Barre.
Yankee Global Enterprises - Triple A Acquisition
Representation of Yankee Global Enterprises and affiliates in the acquisition of franchise rights for the New York Yankees minor league Triple A affiliate based in Scranton /Wilkes-Barre.
2012
Biopharma Company - Securities Advice
Representation of publicly held biopharmaceutical company in connection with it securities filings, reporting requirements and related corporate advice.
Biopharma Company - Securities Advice
Representation of publicly held biopharmaceutical company in connection with it securities filings, reporting requirements and related corporate advice.
2012
Yankee Global Enterprises - NYY Steakhouse
Representation of Yankee Global Enterprises in connection with the opening of a NYY Steakhouse in Times Square. The NYY Steakhouse brand is a joint venture partnership between the New York Yankees and Hard Rock International.
Yankee Global Enterprises - NYY Steakhouse
Representation of Yankee Global Enterprises in connection with the opening of a NYY Steakhouse in Times Square. The NYY Steakhouse brand is a joint venture partnership between the New York Yankees and Hard Rock International.
2012
Regional University - Corporate Real Estate Advice
Representation of major regional university in connection with ongoing real estate management and transactions.
Regional University - Corporate Real Estate Advice
Representation of major regional university in connection with ongoing real estate management and transactions.
2012
Asset Manager - CFTC Registration
Representation of asset management division of leading international financial institution in CFTC and NFA registration and related regulatory matters.
Asset Manager - CFTC Registration
Representation of asset management division of leading international financial institution in CFTC and NFA registration and related regulatory matters.
2012
Foreign Investment Advisor - US Securities Advice
Advice to German based investment advisor with respect to U.S. securities regulations.
Foreign Investment Advisor - US Securities Advice
Advice to German based investment advisor with respect to U.S. securities regulations.
2012
Mediware Information Systems - Going Private
Representation of Mediware Information Systems, Inc. (MEDW), a leading provider of clinical software solutions, in its acquisition by leading private equity investment firm Thoma Bravo, LLC. In a transaction valued at $195 million.
Mediware Information Systems - Going Private
Representation of Mediware Information Systems, Inc. (MEDW), a leading provider of clinical software solutions, in its acquisition by leading private equity investment firm Thoma Bravo, LLC. In a transaction valued at $195 million.
2012
Investment Manager - Fund Liquidation
Representation of investment manager in fund liquidation; including the sale of ownership stakes and position in portfolio companies.
Investment Manager - Fund Liquidation
Representation of investment manager in fund liquidation; including the sale of ownership stakes and position in portfolio companies.
Ongoing
Representation of Non U.S. Bank
Represent a non U.S. bank subject to New York State bank regulatory authority in the development of its real estate lending policies and procedures.
Representation of Non U.S. Bank
Represent a non U.S. bank subject to New York State bank regulatory authority in the development of its real estate lending policies and procedures.
Ongoing
New York based Technology Company
New York based Technology Company
New York based Technology Company. Sale of privately held company to private investors, for cash and additional consideration based on achieving specified earn-out targets in a transaction where the executive team will remain and manage the acquiring company.
Ongoing
Representation of Start Up Company
Represent start up company with innovative technology in the food safety industry in all aspects of its organization, development, acquisition and protection intellectual property and initial venture funding.
Representation of Start Up Company
Represent start up company with innovative technology in the food safety industry in all aspects of its organization, development, acquisition and protection intellectual property and initial venture funding.
Ongoing
PASL Holding LLC
Represent a bank holding company of a OCC regulated community bank in all aspects of its regulatory compliance and periodic reporting obligations.
PASL Holding LLC
Represent a bank holding company of a OCC regulated community bank in all aspects of its regulatory compliance and periodic reporting obligations.
Ongoing
Bank Regulatory Analysis
Representation of the New York bank subsidiary of an international bank group in the analysis of certain OCC bank regulations including loan limits and the attribution of extensions of credit.
Bank Regulatory Analysis
Representation of the New York bank subsidiary of an international bank group in the analysis of certain OCC bank regulations including loan limits and the attribution of extensions of credit.
Ongoing
Expansion of Bank Activities
Expansion of Bank Activities
Representation of a Non U.S. bank subject to New York State bank regulatory authority in the expansion of its U.S. business activities.
Ongoing
Global Hedge Company - Exchange
Representation of a global hedge fund in the exchange of certain of its private equity holdings to a Greek public company.
Global Hedge Company - Exchange
Representation of a global hedge fund in the exchange of certain of its private equity holdings to a Greek public company.
2012
Representation of International Construction Materials Manufacturer
Represent an international construction materials manufacturer in various franchise law issues including the compliance of its distribution system with franchise law.
Representation of International Construction Materials Manufacturer
Represent an international construction materials manufacturer in various franchise law issues including the compliance of its distribution system with franchise law.
2012
City of New York Comptrollers Office
Represent the New York City Comptroller in connection with an investment in a multi-million investment in a real estate focused private equity fund.
City of New York Comptrollers Office
Represent the New York City Comptroller in connection with an investment in a multi-million investment in a real estate focused private equity fund.
2012
Representation of Investment Advisor
Represent the investment adviser with regulatory assets under management of approximately $1 billion in connection with investment adviser act issues including filing of an amendment to its Form ADV.
Representation of Investment Advisor
Represent the investment adviser with regulatory assets under management of approximately $1 billion in connection with investment adviser act issues including filing of an amendment to its Form ADV.
2012
Representation of Private Equity Opportunity Fund
Represent private equity opportunity fund in all aspects of the formation of the initial fund and successor fund, capital raising, and operations, including development of tax advantaged investment structures, financing of GP commitments, acquisitions of residential mortgage portfolios, financing of investments, and co-investment arrangements.
Representation of Private Equity Opportunity Fund
Represent private equity opportunity fund in all aspects of the formation of the initial fund and successor fund, capital raising, and operations, including development of tax advantaged investment structures, financing of GP commitments, acquisitions of residential mortgage portfolios, financing of investments, and co-investment arrangements.
2012
Representation of Non-U.S. Developer
Represent a non-U.S. developer of NYC residential apartments in its innovative financing structure using a Series Limited Liability Company.
Representation of Non-U.S. Developer
Represent a non-U.S. developer of NYC residential apartments in its innovative financing structure using a Series Limited Liability Company.
Ongoing
The Royal Bank of Scotland - Distressed Bank
Representation of the Royal Bank of Scotland plc in its trading activities involving various tranches of distressed bank debt.
The Royal Bank of Scotland - Distressed Bank
Representation of the Royal Bank of Scotland plc in its trading activities involving various tranches of distressed bank debt.
Ongoing
Corporate Advice - Doing Business in Turkey
Representation of a financial services company establishing operations in Istanbul, Turkey.
Corporate Advice - Doing Business in Turkey
Representation of a financial services company establishing operations in Istanbul, Turkey.
2012
Bank Repo Transaction
Bank Repo Transaction
Representation of a New York commercial bank in the financing of investments in mortgage loans and REOs by a private equity fund through a repurchase and reverse-repurchase facility.
2012
PCAOB Investigation
Represent a regional certified public accounting firm in an investigation by the PCAOB.
PCAOB Investigation
Represent a regional certified public accounting firm in an investigation by the PCAOB.
2012
Representation of International Manufacturer
Represent an international manufacturer with office and plant facilities in New Jersey in connection with the construction of a solar energy facility, including the negotiation of lease terms and the power purchase agreement.
Representation of International Manufacturer
Represent an international manufacturer with office and plant facilities in New Jersey in connection with the construction of a solar energy facility, including the negotiation of lease terms and the power purchase agreement.
Ongoing
Madoff Case - Hedge Fund Representation
Representation of several hedge funds that invested tens of millions of dollars with Bernard L. Madoff, pursuing recoveries and defending against clawback and other claims.
Madoff Case - Hedge Fund Representation
Representation of several hedge funds that invested tens of millions of dollars with Bernard L. Madoff, pursuing recoveries and defending against clawback and other claims.
2012
Representation of Biomass Energy Developer
Represent a biomass energy developer in the registration of its common stock.
Representation of Biomass Energy Developer
Represent a biomass energy developer in the registration of its common stock.
Ongoing
Asset Management Company - Investment Suitability
Representation of investment advisory company in defense of action by former client with respect to investment losses.
Asset Management Company - Investment Suitability
Representation of investment advisory company in defense of action by former client with respect to investment losses.
2011
Global Manufacturer
Representation of a global manufacturer in prosecution of claims against former key employees and competitor for breaching fiduciary duty, raiding workforce, and misappropriating confidential information.
Global Manufacturer
Representation of a global manufacturer in prosecution of claims against former key employees and competitor for breaching fiduciary duty, raiding workforce, and misappropriating confidential information.
2012
Expansion VC - Angel Investments
Representation of Expansion VC, a New York based venture capital firm, in connection with its recent angel investments in Pricing Engine, a provider of business intelligence tools for digital marketers, the RealReal, an online membership-based marketplace for previously-owned jewelry, accessories and clothing, Tailored, Inc., an online bridal and wedding planning service, and Apptopia, which runs an online marketplace designed to help broker the sale of mobile apps.
Expansion VC - Angel Investments
Representation of Expansion VC, a New York based venture capital firm, in connection with its recent angel investments in Pricing Engine, a provider of business intelligence tools for digital marketers, the RealReal, an online membership-based marketplace for previously-owned jewelry, accessories and clothing, Tailored, Inc., an online bridal and wedding planning service, and Apptopia, which runs an online marketplace designed to help broker the sale of mobile apps.
2012
Plainfield Asset Management - Real Estate Sale
Representation of Plainfield in the sale of certain real estate developments and a pool of loans secured by various real estate projects and to a real estate developer.
Plainfield Asset Management - Real Estate Sale
Representation of Plainfield in the sale of certain real estate developments and a pool of loans secured by various real estate projects and to a real estate developer.
2012
Plainfield Asset Management - General Counsel Services
Representation of Plainfield Asset Management, on an ongoing basis, in general outside counsel services.
Plainfield Asset Management - General Counsel Services
Representation of Plainfield Asset Management, on an ongoing basis, in general outside counsel services.
2012
Plainfield Asset Management - Intellectual Property Investments Sale
Representation of Plainfield Asset Management in the sale of a package of investments made in and alongside a private equity firm focusing on intellectual property. The sale included membership interests in the private equity fund as well as underlying investments in vehicles that acquired intellectual property assets.
Plainfield Asset Management - Intellectual Property Investments Sale
Representation of Plainfield Asset Management in the sale of a package of investments made in and alongside a private equity firm focusing on intellectual property. The sale included membership interests in the private equity fund as well as underlying investments in vehicles that acquired intellectual property assets.
2012
MEAG Munich - Regulatory Advice
Representation of MEAG Munich, the European-based investment advisory arm of Munich Re, in connection with regulatory advice regarding traders under the U.S. Securities Exchange Act.
MEAG Munich - Regulatory Advice
Representation of MEAG Munich, the European-based investment advisory arm of Munich Re, in connection with regulatory advice regarding traders under the U.S. Securities Exchange Act.
Ongoing
Pro Sports Franchises - Corporate Matters
Counsel to professional sports franchises in connection with television, cable and radio contracts, credit facilities, acquisitions, advertising and sponsorship contracts and development and naming rights agreements for stadiums and arenas.
Pro Sports Franchises - Corporate Matters
Counsel to professional sports franchises in connection with television, cable and radio contracts, credit facilities, acquisitions, advertising and sponsorship contracts and development and naming rights agreements for stadiums and arenas.
Ongoing
Investment Bank Vice President - Executive Compensation Agreement
Representation of a Vice President in the Investment Management Division of a full-service global investment banking and securities firm in negotiating an executive contract, including stock option and restrictive covenant analysis.
Investment Bank Vice President - Executive Compensation Agreement
Representation of a Vice President in the Investment Management Division of a full-service global investment banking and securities firm in negotiating an executive contract, including stock option and restrictive covenant analysis.
2011
Representation of Private Equity Fund
Represent private equity fund in all aspects of the formation and operations of a $500mm pledge fund for the development of several real estate related platforms.
Representation of Private Equity Fund
Represent private equity fund in all aspects of the formation and operations of a $500mm pledge fund for the development of several real estate related platforms.
2011
Representation of Skating Facility
Represent a New Jersey skating facility in the financing and installation of a solar facility and the sale of SREC.
Representation of Skating Facility
Represent a New Jersey skating facility in the financing and installation of a solar facility and the sale of SREC.
Ongoing
Financial Institutions and Borrowers - Real Estate-Related Loans
Representation of financial institutions and borrowers in a variety of real estate-related loans, including loan commitments, first and second fee mortgages, leasehold mortgages, construction loans, and senior and mezzanine loans to real estate operating companies.
Financial Institutions and Borrowers - Real Estate-Related Loans
Representation of financial institutions and borrowers in a variety of real estate-related loans, including loan commitments, first and second fee mortgages, leasehold mortgages, construction loans, and senior and mezzanine loans to real estate operating companies.
2011
Representation of Biomass Energy Developer
Represent a biomass energy developer in the acquisition of a biomass facility in California that has a boiler capable of producing 160,000 pounds of steam per hour and a turbine that can generate approximately 12.5 megawatts of base-load electricity.
Representation of Biomass Energy Developer
Represent a biomass energy developer in the acquisition of a biomass facility in California that has a boiler capable of producing 160,000 pounds of steam per hour and a turbine that can generate approximately 12.5 megawatts of base-load electricity.
2011
Property Owner - Ownership Restructuring
We represented a property owner in connection with a complex ownership restructuring of a wine, spirits, and non-alcoholic beverage distribution center in South Carolina. We helped the property owner with corporate, real estate and tax issues regarding lease modifications, changes in ownership of limited liability companies, a mortgage refinancing and the option granted to affiliates of the tenant to purchase equity interests in the company that owns the facility.
Property Owner - Ownership Restructuring
We represented a property owner in connection with a complex ownership restructuring of a wine, spirits, and non-alcoholic beverage distribution center in South Carolina. We helped the property owner with corporate, real estate and tax issues regarding lease modifications, changes in ownership of limited liability companies, a mortgage refinancing and the option granted to affiliates of the tenant to purchase equity interests in the company that owns the facility.
2011
Luxury Apparel & Home Furnishing Company - Preferred Stock
Representation of a start-up limited edition luxury apparel and home furnishing collections company in a seed capital preferred stock offering and corporate structuring matters, including the formation of an advisory board and the adoption of an equity incentive plan.
Luxury Apparel & Home Furnishing Company - Preferred Stock
Representation of a start-up limited edition luxury apparel and home furnishing collections company in a seed capital preferred stock offering and corporate structuring matters, including the formation of an advisory board and the adoption of an equity incentive plan.
2011
Emmes Asset Management Company LLC - Acquisition
Representation of Emmes Asset Management in connection with the acquisition of a preferred equity interest in Waterside Plaza, a multi-family residential complex on the East River.
Emmes Asset Management Company LLC - Acquisition
Representation of Emmes Asset Management in connection with the acquisition of a preferred equity interest in Waterside Plaza, a multi-family residential complex on the East River.
2011
Highbridge Capital Management - Los Angeles Dodgers
Representation of Highbridge Capital Management in connection with the Major League Baseball rules and regulations applicable to Highbridge's $60 million interim bankruptcy financing to the Los Angeles Dodgers. We are also advising Highbridge on its proposed long-term $150 million credit facility to the Los Angeles Dodgers.
Highbridge Capital Management - Los Angeles Dodgers
Representation of Highbridge Capital Management in connection with the Major League Baseball rules and regulations applicable to Highbridge's $60 million interim bankruptcy financing to the Los Angeles Dodgers. We are also advising Highbridge on its proposed long-term $150 million credit facility to the Los Angeles Dodgers.
2011
Plainfield Asset Management - Sale
Representation of Plainfield Asset Management in the sale of a package of assets in connection with its liquidation, including a secured loan to a high-end retail company, an investment in an EU solar panel manufacturer and a Greek public company.
Plainfield Asset Management - Sale
Representation of Plainfield Asset Management in the sale of a package of assets in connection with its liquidation, including a secured loan to a high-end retail company, an investment in an EU solar panel manufacturer and a Greek public company.
Ongoing
Collateral Manager - Collateralized Debt Obligation Restructurings
Representation of a collateral manager in connection with a series of restructurings of collateralized debt obligation entities relating to changes in portfolio structure and to redemptions of classes of CDO Notes.
Collateral Manager - Collateralized Debt Obligation Restructurings
Representation of a collateral manager in connection with a series of restructurings of collateralized debt obligation entities relating to changes in portfolio structure and to redemptions of classes of CDO Notes.
Ongoing
Registration of Real Estate Fund Managers
Comprehensive regulatory advice to a platform of real estate advisory entities with respect to registration obligations and related compliance issues under the new Dodd-Frank requirements for investment advisers.
Registration of Real Estate Fund Managers
Comprehensive regulatory advice to a platform of real estate advisory entities with respect to registration obligations and related compliance issues under the new Dodd-Frank requirements for investment advisers.
2011
Hildene Capital Management—Hedge Fund
Representation of Hildene Capital Management, a hedge fund manager whose fund we helped to launch, in registering as an investment adviser with the SEC.
Hildene Capital Management—Hedge Fund
Representation of Hildene Capital Management, a hedge fund manager whose fund we helped to launch, in registering as an investment adviser with the SEC.
2011
Major U.S. Bank - Art Loan
Representation of a major U.S. private bank in a $110 million loan secured to by art works and Manhattan real estate.
Major U.S. Bank - Art Loan
Representation of a major U.S. private bank in a $110 million loan secured to by art works and Manhattan real estate.
2011
Major U.S. Private Bank - Art Loan
Representation of a major U.S. private bank in connection with a $16 million revolving credit facility secured by thirteen works of art.
Major U.S. Private Bank - Art Loan
Representation of a major U.S. private bank in connection with a $16 million revolving credit facility secured by thirteen works of art.
2011
Art Collector - Syndicated Term Loan
Representation of a group of affiliated entities in a $150 million syndicated term loan credit facility from three private bank lenders collateralized by an extensive art collection located in museums, galleries and other third-party warehouse facilities throughout the world.
Art Collector - Syndicated Term Loan
Representation of a group of affiliated entities in a $150 million syndicated term loan credit facility from three private bank lenders collateralized by an extensive art collection located in museums, galleries and other third-party warehouse facilities throughout the world.
2011
Major Foreign Financial Institution - Term Loan Facility
Representation of the New York branch of a major foreign lender in a $250 million bilateral multiple draw term loan facility to the U.S. subsidiary of an international chain of convenience stores.
Major Foreign Financial Institution - Term Loan Facility
Representation of the New York branch of a major foreign lender in a $250 million bilateral multiple draw term loan facility to the U.S. subsidiary of an international chain of convenience stores.
Ongoing
Chiral Advisors, LLC—Hedge Fund
Representation of Chiral Advisors, LLC in setting up a new domestic hedge fund that will engage primarily in a long/short equity and special situations-oriented investment strategy.
Chiral Advisors, LLC—Hedge Fund
Representation of Chiral Advisors, LLC in setting up a new domestic hedge fund that will engage primarily in a long/short equity and special situations-oriented investment strategy.
Ongoing
Hedge Funds - Startup
Representation of numerous hedge funds in their organization and in guiding them through the offering and launch stage.
Hedge Funds - Startup
Representation of numerous hedge funds in their organization and in guiding them through the offering and launch stage.
2011 - Ongoing
Discovery Capital Management—Series D Master Feeder Fund
Representation of Discovery Capital Management in revising its existing multi-manager fund documents to incorporate a new Series D onshore/offshore master feeder fund focused on a more aggressive and opportunistic investment strategy than their existing Series A Fund. We also made several additional updates and modifications to their fund documents and advised on related regulatory issues.
Discovery Capital Management—Series D Master Feeder Fund
Representation of Discovery Capital Management in revising its existing multi-manager fund documents to incorporate a new Series D onshore/offshore master feeder fund focused on a more aggressive and opportunistic investment strategy than their existing Series A Fund. We also made several additional updates and modifications to their fund documents and advised on related regulatory issues.
2011
Elanus Capital Management, LLC - Global Managed Account Platform
Representation of Elanus Capital Management, LLC in establishing an onshore/offshore multi series and segregated portfolio company structure to permit customized portfolios for institutional investors seeking to invest in credit linked notes and other asset backed securities issued by various European banks for capital relief purposes. We also helped Elanus negotiate certain seed investor transactions.
Elanus Capital Management, LLC - Global Managed Account Platform
Representation of Elanus Capital Management, LLC in establishing an onshore/offshore multi series and segregated portfolio company structure to permit customized portfolios for institutional investors seeking to invest in credit linked notes and other asset backed securities issued by various European banks for capital relief purposes. We also helped Elanus negotiate certain seed investor transactions.
2011
Syndicated Loan - Financial Institution Lending
Representation of a major U.S. commercial bank as agent in a $75 million revolving credit facility to a bank holding company.
Syndicated Loan - Financial Institution Lending
Representation of a major U.S. commercial bank as agent in a $75 million revolving credit facility to a bank holding company.
2011
Major Foreign Bank - Syndicated Revolving & Overdraft Loan Facilities
Representation of the New York branch of a major foreign lender, as agent, in a $340 million syndicated revolving loan facility containing a $100 million overdraft credit facility.
Major Foreign Bank - Syndicated Revolving & Overdraft Loan Facilities
Representation of the New York branch of a major foreign lender, as agent, in a $340 million syndicated revolving loan facility containing a $100 million overdraft credit facility.
2011
Bank Loan Participation - Household Items Manufacturer
Representation of a major commercial bank as a participant in an asset based loan facility to a luxury home furnishings manufacturer and the resolution of asset eligibility issues arising from extended term receivables.
Bank Loan Participation - Household Items Manufacturer
Representation of a major commercial bank as a participant in an asset based loan facility to a luxury home furnishings manufacturer and the resolution of asset eligibility issues arising from extended term receivables.
2011
Victoire Finance Capital - Domestic Feeder Fund
Representation of Victoire Finance Capital in forming a domestic feeder fund, Victoire Finance & Gestion Onshore LP, which will pursue a long/short investment strategy and slot into their existing offshore fund structure. This fund was formed as a roll up of a separately managed account.
Victoire Finance Capital - Domestic Feeder Fund
Representation of Victoire Finance Capital in forming a domestic feeder fund, Victoire Finance & Gestion Onshore LP, which will pursue a long/short investment strategy and slot into their existing offshore fund structure. This fund was formed as a roll up of a separately managed account.
2011
KCPS & Company - Regulatory Advice
Representation of KCPS & Company, a global investment management firm, and its affiliates in registering with the SEC as an investment adviser and related advice on the exempt status of various affiliates.
KCPS & Company - Regulatory Advice
Representation of KCPS & Company, a global investment management firm, and its affiliates in registering with the SEC as an investment adviser and related advice on the exempt status of various affiliates.
2011
Fund of Funds Manager - Fund Updating
Representation of Fund of Funds Manager in updating fund documents for a family of funds of funds to reflect recent legal developments as well as modified fee terms and other updates. We also assisted in ongoing blue sky and compliance matters.
Fund of Funds Manager - Fund Updating
Representation of Fund of Funds Manager in updating fund documents for a family of funds of funds to reflect recent legal developments as well as modified fee terms and other updates. We also assisted in ongoing blue sky and compliance matters.
2011
Hildene Capital Management—Fund Formation
Representation of Hildene Capital Management in forming Hildene Opportunities Fund II, an onshore/offshore master feeder fund, to invest in various credit related opportunities, including small and medium-sized corporate credits, single name credits, collateralized loan obligations, seasoned residential mortgage-backed securities, asset backed securities, bank debt, special situations, high-yield bonds, seasoned ABS CDOs, CRE CDOs, and other structured credit investments. This fund was Hildene's second hedge fund vehicle and following their initial fund that launched in May 2008.
Hildene Capital Management—Fund Formation
Representation of Hildene Capital Management in forming Hildene Opportunities Fund II, an onshore/offshore master feeder fund, to invest in various credit related opportunities, including small and medium-sized corporate credits, single name credits, collateralized loan obligations, seasoned residential mortgage-backed securities, asset backed securities, bank debt, special situations, high-yield bonds, seasoned ABS CDOs, CRE CDOs, and other structured credit investments. This fund was Hildene's second hedge fund vehicle and following their initial fund that launched in May 2008.
2011
Xiling Group - Art Investment Fund
Representation of Xiling Group in forming a new art investment fund focusing on culturally and aesthetically important Chinese art. The fund was structured as a private equity fund with certain special features to accommodate its unique investment strategy.
Xiling Group - Art Investment Fund
Representation of Xiling Group in forming a new art investment fund focusing on culturally and aesthetically important Chinese art. The fund was structured as a private equity fund with certain special features to accommodate its unique investment strategy.
2010
Electronic Company - Sale
Representation of a developer of access control software in connection with the sale of its business.
Electronic Company - Sale
Representation of a developer of access control software in connection with the sale of its business.
2011
Stellar Pharmaceuticals Inc. - Private Placement
Representation of Stellar Pharmaceuticals Inc. in connection with a cross-border private placement of units consisting of 1 million common shares and three series of "step-up" warrants to purchase up to an additional 3 million common shares. We also prepared a registration statement under the Securities Act of 1933 covering the resale of all common shares covered by the units.
Stellar Pharmaceuticals Inc. - Private Placement
Representation of Stellar Pharmaceuticals Inc. in connection with a cross-border private placement of units consisting of 1 million common shares and three series of "step-up" warrants to purchase up to an additional 3 million common shares. We also prepared a registration statement under the Securities Act of 1933 covering the resale of all common shares covered by the units.
2011
Israel Discount Bank--Syndicated Credit Facility
Representation of Israel Discount Bank of New York as administrative agent and lender, in connection with a senior secured syndicated credit facility to a triple A minor league baseball team.
Israel Discount Bank--Syndicated Credit Facility
Representation of Israel Discount Bank of New York as administrative agent and lender, in connection with a senior secured syndicated credit facility to a triple A minor league baseball team.
2011
New York Yankees—Network Video Distribution
Representation of the New York Yankees in connection with a video distribution agreement between Major League Baseball Advanced Media and the YES Network, the primary broadcaster of New York Yankees games.
New York Yankees—Network Video Distribution
Representation of the New York Yankees in connection with a video distribution agreement between Major League Baseball Advanced Media and the YES Network, the primary broadcaster of New York Yankees games.
2011
Professional Sport Franchise—Reallocation of Corporate Responsibilities
Represented professional sports franchise in connection with reallocation of corporate responsibilities following the formation of new subsidiaries created to achieve certain payroll, insurance and other administrative efficiencies.
Professional Sport Franchise—Reallocation of Corporate Responsibilities
Represented professional sports franchise in connection with reallocation of corporate responsibilities following the formation of new subsidiaries created to achieve certain payroll, insurance and other administrative efficiencies.
2011
Hedge Fund—Restructuring
Representation of a hedge fund in connection with the restructuring of its debt and equity investments in a manufacturer of intimate apparel and sleepwear.
Hedge Fund—Restructuring
Representation of a hedge fund in connection with the restructuring of its debt and equity investments in a manufacturer of intimate apparel and sleepwear.
2011
Hedge Fund—Biofuels Manufacturer
Representation of a hedge fund in connection with its debt and equity investments in a biofuels manufacturer based in Latin America.
Hedge Fund—Biofuels Manufacturer
Representation of a hedge fund in connection with its debt and equity investments in a biofuels manufacturer based in Latin America.
2011
Representation of Title Insurance Company
Represent a title insurance company in obtaining a New York State Insurance Department General Counsel's Opinion regarding permitted joint venture activities.
Representation of Title Insurance Company
Represent a title insurance company in obtaining a New York State Insurance Department General Counsel's Opinion regarding permitted joint venture activities.
2011
Solis Renewables LLC
Represent a venture in the formation of a solar farming projects in New Jersey and negotiation of a sale to a leading global solar and renewable energy company.
Solis Renewables LLC
Represent a venture in the formation of a solar farming projects in New Jersey and negotiation of a sale to a leading global solar and renewable energy company.
Ongoing
IKAN - Corporate and Employment
Counsel to IKAN, developer of a revolutionary home grocery scanning device, in its corporate and employment needs.
Counsel to IKAN, developer of a revolutionary home grocery scanning device, in its corporate and employment needs.
Ongoing
Session.edu - General Counsel
Representation of Sessions.edu—an online school for web and graphic design and digital and multimedia arts—in several corporate and transactional matters including the financing of a new school, contract work and trademark representation and applications.
Session.edu - General Counsel
Representation of Sessions.edu—an online school for web and graphic design and digital and multimedia arts—in several corporate and transactional matters including the financing of a new school, contract work and trademark representation and applications.
Ongoing
Corporations - Employee Compensation Issues
Counsel to numerous private and public corporations in the establishment, administration and on-going interpretation of their employee compensation plans and contractual obligations.
Corporations - Employee Compensation Issues
Counsel to numerous private and public corporations in the establishment, administration and on-going interpretation of their employee compensation plans and contractual obligations.
2010
Fashionware - Intellectual Property Matters
Representation of Fashionware Technologies Corp., a boutique technology solutions developer specializing in the fashion industry, in connection with intellectual property, marketing and corporate matters related to its proprietary Fashionware PLM software suite designed to manage the life cycle of products for apparel, footwear and soft goods companies.
Fashionware - Intellectual Property Matters
Representation of Fashionware Technologies Corp., a boutique technology solutions developer specializing in the fashion industry, in connection with intellectual property, marketing and corporate matters related to its proprietary Fashionware PLM software suite designed to manage the life cycle of products for apparel, footwear and soft goods companies.
2011
KEOConnect LLC
Represent a new venture providing a kiosk platform providing video advertisement with consumer services including charging cell phone and other devices with its strategic venture contract with the leading global airport retailer.
KEOConnect LLC
Represent a new venture providing a kiosk platform providing video advertisement with consumer services including charging cell phone and other devices with its strategic venture contract with the leading global airport retailer.
Ongoing
Optima Capital - Equity & Debt Documentation
Representation of Optima Capital in developing a set of equity and debt investment form documents, including engagement letters and NCNDA forms, for use with transaction investors and targets. Optima is currently reviewing two debt financings and three equity financings for execution in the first half of 2011. Herrick will represent Optima in these and all of its venture financings going forward.
Optima Capital - Equity & Debt Documentation
Representation of Optima Capital in developing a set of equity and debt investment form documents, including engagement letters and NCNDA forms, for use with transaction investors and targets. Optima is currently reviewing two debt financings and three equity financings for execution in the first half of 2011. Herrick will represent Optima in these and all of its venture financings going forward.
2011
Unilever - Laundry Detergent Business Acquisition
Unilever - Laundry Detergent Business Acquisition
Representation of Unilever in its $215 million acquisition of Colgate-Palmolive Company's Colombian laundry detergent business.
2011
Plainfield Asset Management - Wake Music Catalog
Representation of Plainfield in selling the Wake Music Catalog—a catalog of approximately 4,000 songs, including hits by Jennifer Lopez and other internationally renowned recording artists.
Plainfield Asset Management - Wake Music Catalog
Representation of Plainfield in selling the Wake Music Catalog—a catalog of approximately 4,000 songs, including hits by Jennifer Lopez and other internationally renowned recording artists.
2011
Plainfield Gaming Inc. - Military Parts LLC
Representation of Plainfield Gaming Inc. in funding an additional capital contribution to Military Parts Exchange LLC. Provisions of the company's operating agreement relating to the composition and voting of the Board of Directors were also amended to reflect each member's membership interest in the company.
Plainfield Gaming Inc. - Military Parts LLC
Representation of Plainfield Gaming Inc. in funding an additional capital contribution to Military Parts Exchange LLC. Provisions of the company's operating agreement relating to the composition and voting of the Board of Directors were also amended to reflect each member's membership interest in the company.
2011
Three Ocean Partners LLC - Formation
Representation of Three Ocean Partners—a new merchant bank—in its formation and organization.
Three Ocean Partners LLC - Formation
Representation of Three Ocean Partners—a new merchant bank—in its formation and organization.
2011
Plainfield Asset Management - Restructuring
Representation of Plainfield in restructuring Bellator Sport Worldwide, LLC—a mixed martial arts promotional company—of which Plainfield was majority owner. As part of the restructuring, Plainfield sold a portion of their equity in Bellator to a new private equity investor and converted its outstanding loans to Bellator into new equity. A major television network purchased a 50% interest in Bellator and agreed to broadcast Bellator’s sporting events on one of the network’s cable channels.
Plainfield Asset Management - Restructuring
Representation of Plainfield in restructuring Bellator Sport Worldwide, LLC—a mixed martial arts promotional company—of which Plainfield was majority owner. As part of the restructuring, Plainfield sold a portion of their equity in Bellator to a new private equity investor and converted its outstanding loans to Bellator into new equity. A major television network purchased a 50% interest in Bellator and agreed to broadcast Bellator’s sporting events on one of the network’s cable channels.
2011
Private Bank - Art Loan Facility
Representation of the private wealth management group of one of the nation's largest financial institutions in an asset based loan facility with an art gallery secured by several pieces of artwork collateral. The transaction involved an agreement among other lenders with respect to non-shared artwork collateral.
Private Bank - Art Loan Facility
Representation of the private wealth management group of one of the nation's largest financial institutions in an asset based loan facility with an art gallery secured by several pieces of artwork collateral. The transaction involved an agreement among other lenders with respect to non-shared artwork collateral.
2011
Specialty Finance Company - Art Warehouse Loan
Representation of a specialty finance company in a $10 million warehouse loan facility to an art financing lender to fund the purchase of existing loans and the origination of new loans supported by fine and decorative art, antiques and collectibles.
Specialty Finance Company - Art Warehouse Loan
Representation of a specialty finance company in a $10 million warehouse loan facility to an art financing lender to fund the purchase of existing loans and the origination of new loans supported by fine and decorative art, antiques and collectibles.
2011
Unilever - Branded Frozen Savory Products Sale
Representation of Unilever United States, Inc. in connection with the sale of its branded frozen savory products business conducted in the United States foodservice channel to Kerry, Inc., a unit of Kerry Group PLC, together with a license of the "Knorr" trademark to be used by Kerry, Inc. in the business.
Unilever - Branded Frozen Savory Products Sale
Representation of Unilever United States, Inc. in connection with the sale of its branded frozen savory products business conducted in the United States foodservice channel to Kerry, Inc., a unit of Kerry Group PLC, together with a license of the "Knorr" trademark to be used by Kerry, Inc. in the business.
1999 - Present
Metropolitan National Bank - Formation and General Outside Counsel
Herrick formed—and continues to serve as outside general counsel to—Metropolitan National Bank. Please click here for an in-depth description of our work for the bank.
Metropolitan National Bank - Formation and General Outside Counsel
Herrick formed—and continues to serve as outside general counsel to—Metropolitan National Bank. Please click here for an in-depth description of our work for the bank.
2010
Private Equity Fund - Clean Technology
Representation of principals in a $250 million Cayman Islands-based fund investing in SE Asian clean technology projects through a Netherlands-based investment vehicle to achieve optimum tax efficiency. Investments will be conducted in concert with local governments and the World Bank. Investors will be domiciled in Europe, Asia and the United States.
Private Equity Fund - Clean Technology
Representation of principals in a $250 million Cayman Islands-based fund investing in SE Asian clean technology projects through a Netherlands-based investment vehicle to achieve optimum tax efficiency. Investments will be conducted in concert with local governments and the World Bank. Investors will be domiciled in Europe, Asia and the United States.
2010
Lehman Brothers - Receivables Financing
Representation of Lehman Commercial Paper, as agent, in an amended and restated $140 million multiple draw term loan receivables funding facility for a special purpose vehicle of a leading U.S. publishing company and successful payout and termination.
Lehman Brothers - Receivables Financing
Representation of Lehman Commercial Paper, as agent, in an amended and restated $140 million multiple draw term loan receivables funding facility for a special purpose vehicle of a leading U.S. publishing company and successful payout and termination.
2010
Commercial Bank - Cross-Border Transaction
Representation of a major commercial bank in a $13 million term loan and advised line facility with advances supported by guaranties of foreign affiliates and foreign receivables generated by Asian subsidiaries.
Commercial Bank - Cross-Border Transaction
Representation of a major commercial bank in a $13 million term loan and advised line facility with advances supported by guaranties of foreign affiliates and foreign receivables generated by Asian subsidiaries.
2010
Representation of Registered Investment Adviser
Represent a registered investment adviser in connection with its investment adviser agreement with a state pension fund.
Representation of Registered Investment Adviser
Represent a registered investment adviser in connection with its investment adviser agreement with a state pension fund.
2010
Representation of Private Art Collector
Represent a private art collector in one of the largest transfers of Mesoamerican art to a museum, including the transfer and assumption of ongoing operations of the foundation dedicated to the study and advancement of Mesoamerican art.
Representation of Private Art Collector
Represent a private art collector in one of the largest transfers of Mesoamerican art to a museum, including the transfer and assumption of ongoing operations of the foundation dedicated to the study and advancement of Mesoamerican art.
2010
Private Wealth Management Group - Art Lending
Representation of the private wealth management group of one of the nation's largest financial institutions as one of the lenders in a $600 million syndicated revolving loan facility to a high net worth individual. The loan was secured by the borrower's extensive art collection and real estate holdings.
Private Wealth Management Group - Art Lending
Representation of the private wealth management group of one of the nation's largest financial institutions as one of the lenders in a $600 million syndicated revolving loan facility to a high net worth individual. The loan was secured by the borrower's extensive art collection and real estate holdings.
2010
Rock Spring Partners - Formation of Life Sciences Fund
Representation of Rock Spring Partners in the formation of their second life sciences fund, Rock Spring Ventures, LP (RSV). RSV is a venture capital fund that invests in early-stage, high-growth life science companies in the United States and United Kingdom. RSV's initial investors include several of Japan and Korea's leading corporations and financial institutions. These investors help provide an important bridge to key markets in East Asia.
Rock Spring Partners - Formation of Life Sciences Fund
Representation of Rock Spring Partners in the formation of their second life sciences fund, Rock Spring Ventures, LP (RSV). RSV is a venture capital fund that invests in early-stage, high-growth life science companies in the United States and United Kingdom. RSV's initial investors include several of Japan and Korea's leading corporations and financial institutions. These investors help provide an important bridge to key markets in East Asia.
2010
Electrical Services Firm - Stock Acquisition
Representation of the owners of a full-service electrical and telecommunications services firm in acquiring the outstanding stock of a national leader in solar shading solutions and daylight management systems.
Electrical Services Firm - Stock Acquisition
Representation of the owners of a full-service electrical and telecommunications services firm in acquiring the outstanding stock of a national leader in solar shading solutions and daylight management systems.
2010
Financial Institution - Syndicated Loan Facility
Representation of a major financial institution as administrative agent and lender in providing a $51 million senior secured credit facility—consisting of a term loan facility and a revolving facility with a sublimit for letters of credit—to IntegraMed America, Inc. (a Delaware corporation that provides services and products to medical practices specializing in infertility and vein disorders). We negotiated limited security agreements with a large number of medical practices to use certain accounts receivable payable to the practices to secure the loan.
Financial Institution - Syndicated Loan Facility
Representation of a major financial institution as administrative agent and lender in providing a $51 million senior secured credit facility—consisting of a term loan facility and a revolving facility with a sublimit for letters of credit—to IntegraMed America, Inc. (a Delaware corporation that provides services and products to medical practices specializing in infertility and vein disorders). We negotiated limited security agreements with a large number of medical practices to use certain accounts receivable payable to the practices to secure the loan.
2010
International Investment Bank - Broker Dealer Formation
Representation of an international private investment bank regarding tax structuring, regulatory compliance and risk mitigation issues for their outsourcing and employee sharing arrangements related to registering a U.S. broker dealer subsidiary.
International Investment Bank - Broker Dealer Formation
Representation of an international private investment bank regarding tax structuring, regulatory compliance and risk mitigation issues for their outsourcing and employee sharing arrangements related to registering a U.S. broker dealer subsidiary.
2010
Witter Partners, LLC - Template Marketing Agreement
Representation of Witter Partners (http://www.witterpartners.com) -- a newly established asset management marketing firm—negotiate a template marketing agreement for use with its money manager clients, as well as an agreement with a designated broker-dealer.
Witter Partners, LLC - Template Marketing Agreement
Representation of Witter Partners (http://www.witterpartners.com) -- a newly established asset management marketing firm—negotiate a template marketing agreement for use with its money manager clients, as well as an agreement with a designated broker-dealer.
2010
Tradenet Investments - Equity Investment
Representation of Tradenet Investments, Ltd., a venture capital investment firm whose principals are based in Singapore, in its equity investment in Georande, Ltd., a Cyprus holding company that invests in agricultural land in the Ukraine. The transaction involves linking the equity investment to an existing non-recourse loan made by a third company, MCB Finance, to Georande.
Tradenet Investments - Equity Investment
Representation of Tradenet Investments, Ltd., a venture capital investment firm whose principals are based in Singapore, in its equity investment in Georande, Ltd., a Cyprus holding company that invests in agricultural land in the Ukraine. The transaction involves linking the equity investment to an existing non-recourse loan made by a third company, MCB Finance, to Georande.
2010
Unilever - Sale Transaction
Representation of Unilever in the sale of its Shedd’s Country Crock chilled side-dish line to Hormel Foods Corp. Ownership of the Shedd’s Country Crock trademark will remain with Unilever, but Hormel will market and sell Country Crock products under a licensing agreement. The Shedd’s Country Crock chilled side-dish line generated about $50 million in revenue for Unilever in 2009.
Unilever - Sale Transaction
Representation of Unilever in the sale of its Shedd’s Country Crock chilled side-dish line to Hormel Foods Corp. Ownership of the Shedd’s Country Crock trademark will remain with Unilever, but Hormel will market and sell Country Crock products under a licensing agreement. The Shedd’s Country Crock chilled side-dish line generated about $50 million in revenue for Unilever in 2009.
2010
Data-Com Telecommunications, Inc. - Sale
Representation of Data-Com Telecommunications, Inc. in selling its business to XETA Technologies, Inc.—a public company trading on NASDAQ.
Data-Com Telecommunications, Inc. - Sale
Representation of Data-Com Telecommunications, Inc. in selling its business to XETA Technologies, Inc.—a public company trading on NASDAQ.
2010
Hedge Fund - Management Agreements
Representation of a hedge fund in reviewing long-term management agreements and transitioning control structures to ascertain our client's rights to terminate the business and wind down the funds under management.
Hedge Fund - Management Agreements
Representation of a hedge fund in reviewing long-term management agreements and transitioning control structures to ascertain our client's rights to terminate the business and wind down the funds under management.
2010
Solar Rainbow LLC - Distribution
Representation of Solar Rainbow LLC in connection with its becoming the exclusive U.S. distributor for China-based Shenzhen Retop's high quality LED products, including T8 LED Tubes, T8 LED Tubelights, T5 replacement tubes and other long life energy efficient light sources employing LED technology.
Solar Rainbow LLC - Distribution
Representation of Solar Rainbow LLC in connection with its becoming the exclusive U.S. distributor for China-based Shenzhen Retop's high quality LED products, including T8 LED Tubes, T8 LED Tubelights, T5 replacement tubes and other long life energy efficient light sources employing LED technology.
2010
Vintus LLC - Distribution Agreement/Asset Acquisition
Representation of Vintus LLC (www.vintuswines.com), a New York headquartered importer and marketing company representing fine wines and wineries, in a long-term exclusive U.S. sales, marketing and distributorship agreement with E. Guigal, S.A. In a related transaction, we represented Vintus in the asset acquisition of Ex Cellar Wine Agencies, Inc., the former Guigal importer and distributor of other fine wines in the U.S.
Vintus LLC - Distribution Agreement/Asset Acquisition
Representation of Vintus LLC (www.vintuswines.com), a New York headquartered importer and marketing company representing fine wines and wineries, in a long-term exclusive U.S. sales, marketing and distributorship agreement with E. Guigal, S.A. In a related transaction, we represented Vintus in the asset acquisition of Ex Cellar Wine Agencies, Inc., the former Guigal importer and distributor of other fine wines in the U.S.
2010
Wolf Asset Management International - Customized Funds
Representation of Wolf Asset Management in completing a customized fund of funds managed account platform to keep a fund of funds structure/administration in place while offering each institutional investor a customized individually tailored portfolio. We accomplished this through a Cayman Islands segregated portfolio company with a master feeder fund structure, allowing separate portfolios for each investor to be aggregated into one pool at the master level and invested into underlying funds.
Wolf Asset Management International - Customized Funds
Representation of Wolf Asset Management in completing a customized fund of funds managed account platform to keep a fund of funds structure/administration in place while offering each institutional investor a customized individually tailored portfolio. We accomplished this through a Cayman Islands segregated portfolio company with a master feeder fund structure, allowing separate portfolios for each investor to be aggregated into one pool at the master level and invested into underlying funds.
2010
New York Yankee Affiliate - Joint Venture
Representation of a New York Yankees' affiliate in connection with the creation of a joint venture that would seek to build upon the value associated with the marks and other intellectual property rights of the New York Yankees by seeking licensing arrangements for the branding of products within certain designated consumer product categories.
New York Yankee Affiliate - Joint Venture
Representation of a New York Yankees' affiliate in connection with the creation of a joint venture that would seek to build upon the value associated with the marks and other intellectual property rights of the New York Yankees by seeking licensing arrangements for the branding of products within certain designated consumer product categories.
2010
Private Equity Client - Executive Retention Program
Representation of a private equity client in developing an executive retention program for one of its portfolio companies that was designed to create incentives for executives to remain with the portfolio company while the company was pursuing options for reorganizing the company, including a possible sale of the company.
Private Equity Client - Executive Retention Program
Representation of a private equity client in developing an executive retention program for one of its portfolio companies that was designed to create incentives for executives to remain with the portfolio company while the company was pursuing options for reorganizing the company, including a possible sale of the company.
2010
Plainfield Asset Management/Sciens Capital Management - Joint Investment
Representation of Plainfield Asset Management and Sciens Capital in closing a joint investment in one of their portfolio companies, HelioSphera Holdings S.A.—a Greek company. HelisoSphera is Europe's first reliable producer of high-efficiency solar micromorph thin-film photovoltaic panels.
Plainfield Asset Management/Sciens Capital Management - Joint Investment
Representation of Plainfield Asset Management and Sciens Capital in closing a joint investment in one of their portfolio companies, HelioSphera Holdings S.A.—a Greek company. HelisoSphera is Europe's first reliable producer of high-efficiency solar micromorph thin-film photovoltaic panels.
2010
ACA Investments - Investment Vehicle
We helped ACA Investments—a Singapore affiliate of our client, ACA Inc.—form an investment vehicle in the Cayman Islands as part of a tender offer play for a controlling interest in a Japanese company. We established the vehicle as a Cayman Islands exempted limited partnership.
ACA Investments - Investment Vehicle
We helped ACA Investments—a Singapore affiliate of our client, ACA Inc.—form an investment vehicle in the Cayman Islands as part of a tender offer play for a controlling interest in a Japanese company. We established the vehicle as a Cayman Islands exempted limited partnership.
2010
Hedge Fund Manager - Domestic Fund
Representation of a New York-based commodity hedge fund manager to update and revise its domestic hedge fund documentation to reflect changes to their structure and improve the marketability of their fund. The fund trades mostly commodity futures and options and is registered as a commodity pool operator with the CFTC.
Hedge Fund Manager - Domestic Fund
Representation of a New York-based commodity hedge fund manager to update and revise its domestic hedge fund documentation to reflect changes to their structure and improve the marketability of their fund. The fund trades mostly commodity futures and options and is registered as a commodity pool operator with the CFTC.
2010
Dubilier & Company - Capital Raise
Representation of Dubilier & Company in its acquisition of Bluegrass Dairy & Food, LLC and in its capital raise to fund the acquisition, which was financed through a preferred stock financing, a senior subordinated credit facility, and a senior revolving and term loan credit facility.
Dubilier & Company - Capital Raise
Representation of Dubilier & Company in its acquisition of Bluegrass Dairy & Food, LLC and in its capital raise to fund the acquisition, which was financed through a preferred stock financing, a senior subordinated credit facility, and a senior revolving and term loan credit facility.
2010
Hornbeck Offshore Services - Lease Agreement
Representation of Hornbeck Offshore Services in the negotiation and preparation of the lease agreement for the client's principal place of business in the New York Metropolitan Area, with waterway access to New York harbor.
Hornbeck Offshore Services - Lease Agreement
Representation of Hornbeck Offshore Services in the negotiation and preparation of the lease agreement for the client's principal place of business in the New York Metropolitan Area, with waterway access to New York harbor.
2010
National Bank - Sale
Representation of a national bank in its sale to a private equity investment group.
National Bank - Sale
Representation of a national bank in its sale to a private equity investment group.
2010
Sports Company - Memorabilia
Representation of company jointly owned by the New York Giants and New York Jets in connection with the entry into a memorabilia sales agreement with Steiner Sports. Under the agreement, Steiner Sports was granted the right to effect sales of stadium seats, signage, field goal netting and other Giants Stadium memorabilia.
Sports Company - Memorabilia
Representation of company jointly owned by the New York Giants and New York Jets in connection with the entry into a memorabilia sales agreement with Steiner Sports. Under the agreement, Steiner Sports was granted the right to effect sales of stadium seats, signage, field goal netting and other Giants Stadium memorabilia.
2010
New York Yankees - Yankee Stadium College Football Game
Representation of the New York Yankees in connection with the hosting of the first college football game at the new Yankee Stadium, in which the Notre Dame Fighting Irish took on the Army Black Knights on November 10, 2010. Our representation consisted of negotiating and drafting a comprehensive site agreement that addressed a number of complex issues, such as sponsorship rights and the distribution of revenues.
New York Yankees - Yankee Stadium College Football Game
Representation of the New York Yankees in connection with the hosting of the first college football game at the new Yankee Stadium, in which the Notre Dame Fighting Irish took on the Army Black Knights on November 10, 2010. Our representation consisted of negotiating and drafting a comprehensive site agreement that addressed a number of complex issues, such as sponsorship rights and the distribution of revenues.
2010
New York Yankees - Army Football Games
Representation of the New York Yankees in connection with a proposed series of college football games in which the Army Black Knights will host games in 2011, 2012, 2014 and 2015 at the new Yankee Stadium.
New York Yankees - Army Football Games
Representation of the New York Yankees in connection with a proposed series of college football games in which the Army Black Knights will host games in 2011, 2012, 2014 and 2015 at the new Yankee Stadium.
2010
New York Yankees - Sponsorship Agreements
Representation of the New York Yankees in preparing sponsorship agreements for the 2009 season and beyond for the new Yankee Stadium. The agreements govern the advertising, promotion and product placement rights of the Yankees' new and existing sponsors.
New York Yankees - Sponsorship Agreements
Representation of the New York Yankees in preparing sponsorship agreements for the 2009 season and beyond for the new Yankee Stadium. The agreements govern the advertising, promotion and product placement rights of the Yankees' new and existing sponsors.
2010
New York Yankees - Yankee Stadium Seating
Representation of the Yankees in the preparation and development of its sales commission plan and policies applicable to its account executives for premium and regular seating at the new Yankees Stadium.
New York Yankees - Yankee Stadium Seating
Representation of the Yankees in the preparation and development of its sales commission plan and policies applicable to its account executives for premium and regular seating at the new Yankees Stadium.
2010
Okinawa Management Pte. Ltd - Financing
Representation of Okinawa Management—a Singapore entity—in arranging a $4.1 million financing for another Singapore entity, Asia Resource Partners, which is under contract with the U.S. military to deliver fuel to U.S. bases in Japan. The financing—which consisted of Okinawa purchasing secured demand promissory notes issued by Asia—provided Asia with the liquidity it needed to meet their obligations.
Okinawa Management Pte. Ltd - Financing
Representation of Okinawa Management—a Singapore entity—in arranging a $4.1 million financing for another Singapore entity, Asia Resource Partners, which is under contract with the U.S. military to deliver fuel to U.S. bases in Japan. The financing—which consisted of Okinawa purchasing secured demand promissory notes issued by Asia—provided Asia with the liquidity it needed to meet their obligations.
Ongoing
Top Rank Boxing - Broadcast Contract Structure
Representation of Top Rank Boxing in connection with contracts for pay-per-view television revenue and international rights licensing. Herrick attorneys pioneered the contract structure that we continue to apply to practically every major championship boxing program for worldwide telecasts. Concert promoters and venues also turn to us for our help applying the same structure to concerts and other performances.
Top Rank Boxing - Broadcast Contract Structure
Representation of Top Rank Boxing in connection with contracts for pay-per-view television revenue and international rights licensing. Herrick attorneys pioneered the contract structure that we continue to apply to practically every major championship boxing program for worldwide telecasts. Concert promoters and venues also turn to us for our help applying the same structure to concerts and other performances.
2010
Broadway Gate - Merger
Representation of Broadway Gate Capital, a hedge fund manager with over $300 million of assets under management, in merging its advisory business with Pennant Capital Management, a hedge fund manager overseeing over $3 billion in assets. The transaction required consent from the investors of U.S. and Cayman based hedge funds and included the issuance of equity stakes in Pennant to the principals of Broadway Gate.
Broadway Gate - Merger
Representation of Broadway Gate Capital, a hedge fund manager with over $300 million of assets under management, in merging its advisory business with Pennant Capital Management, a hedge fund manager overseeing over $3 billion in assets. The transaction required consent from the investors of U.S. and Cayman based hedge funds and included the issuance of equity stakes in Pennant to the principals of Broadway Gate.
2010
Semiconductor Company - Capital Raise
Representation of a start-up semiconductor company in its private placement of up to $5 million of Class A common stock.
Semiconductor Company - Capital Raise
Representation of a start-up semiconductor company in its private placement of up to $5 million of Class A common stock.
2010
Hedge Fund - Reverse Merger into Public Shell
Representation of domestic and Cayman Island-based hedge funds in their planned acquisition through reverse merger by an OTCBB-listed shell company.
Hedge Fund - Reverse Merger into Public Shell
Representation of domestic and Cayman Island-based hedge funds in their planned acquisition through reverse merger by an OTCBB-listed shell company.
2010
Private Equity Fund Manager - Litigation Funding Investment Program
Representation of a manager in setting up a multi-series private equity fund to engage in a litigation funding investment program. The fund's strategy is to advance funds to plaintiffs prior to the plaintiffs' obtaining proceeds from a settlement, judgment or verdict of their lawsuit or other claim, in exchange for the fund's right to receive an amount out of the proceeds of any realized settlement, judgment or verdict resulting from that lawsuit or other claim. The fund's multi-series structure permits the continuous offering of fund interests in a private equity structure.
Private Equity Fund Manager - Litigation Funding Investment Program
Representation of a manager in setting up a multi-series private equity fund to engage in a litigation funding investment program. The fund's strategy is to advance funds to plaintiffs prior to the plaintiffs' obtaining proceeds from a settlement, judgment or verdict of their lawsuit or other claim, in exchange for the fund's right to receive an amount out of the proceeds of any realized settlement, judgment or verdict resulting from that lawsuit or other claim. The fund's multi-series structure permits the continuous offering of fund interests in a private equity structure.
2010
Major Financial Institution - Secured Term Loan
Representation of a major financial institution in connection with a term loan to a New York art gallery. The loan was secured by all the gallery's assets, as well as artworks from the gallery owner's personal collection.
Major Financial Institution - Secured Term Loan
Representation of a major financial institution in connection with a term loan to a New York art gallery. The loan was secured by all the gallery's assets, as well as artworks from the gallery owner's personal collection.
2010
Major U.S. Bank - Letter of Credit
Representation of a major U.S. bank in a workout negotiation with a not-for-profit assisted living facility, involving a $20 million letter of credit issued by the bank as a credit enhancement for a tax exempt bond issue.
Major U.S. Bank - Letter of Credit
Representation of a major U.S. bank in a workout negotiation with a not-for-profit assisted living facility, involving a $20 million letter of credit issued by the bank as a credit enhancement for a tax exempt bond issue.
2010
Major Financial Institution - Distressed Loan
Representation of a major financial institution in connection with a distressed loan on a shopping center in Deptford, New Jersey.
Major Financial Institution - Distressed Loan
Representation of a major financial institution in connection with a distressed loan on a shopping center in Deptford, New Jersey.
2010
Major Financial Institution - Asset-Based Facility
Representation of a major financial institution in restructuring several loan and intercreditor agreements involving a fashion company as borrower and two major banks as lenders.
Major Financial Institution - Asset-Based Facility
Representation of a major financial institution in restructuring several loan and intercreditor agreements involving a fashion company as borrower and two major banks as lenders.
2010
Major Bank - Private Banking Transaction
Representation of a major bank in a private banking transaction in which the bank made two $25 million loans to an individual and certain entities he controls. The first was secured by a pledge of membership interest in three entities that own properties in Brooklyn. The second was secured by mortgages on certain real property
Major Bank - Private Banking Transaction
Representation of a major bank in a private banking transaction in which the bank made two $25 million loans to an individual and certain entities he controls. The first was secured by a pledge of membership interest in three entities that own properties in Brooklyn. The second was secured by mortgages on certain real property
2010
Represent Individual in Defending Himself from a "Place Coup"
Represent the founder of a New York based technology company in defending himself from a "place coup" including his termination of him for "cause" in negotiating an amicable separation including severance and purchase of a portion of his equity investment and the representation of this executive in his new venture including structuring the new venture to comply with his covenant to not compete and his obligations to maintain in confidence the proprietary and confidential information of his former firm.
Represent Individual in Defending Himself from a "Place Coup"
Represent the founder of a New York based technology company in defending himself from a "place coup" including his termination of him for "cause" in negotiating an amicable separation including severance and purchase of a portion of his equity investment and the representation of this executive in his new venture including structuring the new venture to comply with his covenant to not compete and his obligations to maintain in confidence the proprietary and confidential information of his former firm.
2010
New York Yankees/Top Rank - Stadium Slugfest
Representation of both Top Rank and the New York Yankees in connection with the Stadium Slugfest event at Yankee stadium. The event featured the Super Welterweight Championship bout between Yuri Foreman and Miguel Cotto. This was the first boxing event at the new Yankee Stadium, which generated a great deal of media coverage and was offered as part of HBO's regular subscription service rather than pay-per-view. We represented Top Rank and the Yankees with respect to the site agreement, and also produced all agreements with the fighters, HBO, the international TV broadcasters and sponsors.
New York Yankees/Top Rank - Stadium Slugfest
Representation of both Top Rank and the New York Yankees in connection with the Stadium Slugfest event at Yankee stadium. The event featured the Super Welterweight Championship bout between Yuri Foreman and Miguel Cotto. This was the first boxing event at the new Yankee Stadium, which generated a great deal of media coverage and was offered as part of HBO's regular subscription service rather than pay-per-view. We represented Top Rank and the Yankees with respect to the site agreement, and also produced all agreements with the fighters, HBO, the international TV broadcasters and sponsors.
2010
Professional Sports League Team Owner - Dispute
Representation of the majority owner of a major professional sports league team in a dispute before the league's commissioner in which the club's minority owners were seeking to (i) remove our client as chairman of the club and (ii) punitively dilute him through a capital call that he could not satisfy because of liquidity problems. In multiple hearings before the commissioner, we prevailed in convincing the commissioner that the ownership group's operating agreement prohibited the minority owners from either removing the chairman or punitively diluting him.
Professional Sports League Team Owner - Dispute
Representation of the majority owner of a major professional sports league team in a dispute before the league's commissioner in which the club's minority owners were seeking to (i) remove our client as chairman of the club and (ii) punitively dilute him through a capital call that he could not satisfy because of liquidity problems. In multiple hearings before the commissioner, we prevailed in convincing the commissioner that the ownership group's operating agreement prohibited the minority owners from either removing the chairman or punitively diluting him.
2010
Gama Partners - Domestic Hedge Fund
Representation of Gama Partners, a startup hedge fund manager, in launching its new domestic hedge fund. Gama used a long/short global equity investment strategy with limited leverage.
Gama Partners - Domestic Hedge Fund
Representation of Gama Partners, a startup hedge fund manager, in launching its new domestic hedge fund. Gama used a long/short global equity investment strategy with limited leverage.
2010
Stillwater Capital Partners - Acquisition of Assets by Public Shell
Representation of Stillwater Capital Partners, Inc. in the sale of all the assets, liabilities and investment portfolios of various private investment funds to Gerova Financial Group, Ltd. (formerly Asia Special Situation Acquisition Corp), a publicly-held special purpose acquisition company (SPAC) organized in the Cayman Islands. In exchange for the acquired assets, Stillwater fund investors received preferred shares of Gerova convertible into registered ordinary shares.
Stillwater Capital Partners - Acquisition of Assets by Public Shell
Representation of Stillwater Capital Partners, Inc. in the sale of all the assets, liabilities and investment portfolios of various private investment funds to Gerova Financial Group, Ltd. (formerly Asia Special Situation Acquisition Corp), a publicly-held special purpose acquisition company (SPAC) organized in the Cayman Islands. In exchange for the acquired assets, Stillwater fund investors received preferred shares of Gerova convertible into registered ordinary shares.
2010
Yankee Stadium - New Era Pinstripe Bowl
Representation of an affiliate of the New York Yankees in connection with a new college football bowl game, the New Era Pinstripe Bowl, to be played at Yankee Stadium. The first New Era Pinstripe bowl will feature teams from the Big 12 and the Big East and will be televised by ESPN. We negotiated the telecast agreement, the title sponsorship agreement and the agreements with the Big 12 and Big East Conferences.
Yankee Stadium - New Era Pinstripe Bowl
Representation of an affiliate of the New York Yankees in connection with a new college football bowl game, the New Era Pinstripe Bowl, to be played at Yankee Stadium. The first New Era Pinstripe bowl will feature teams from the Big 12 and the Big East and will be televised by ESPN. We negotiated the telecast agreement, the title sponsorship agreement and the agreements with the Big 12 and Big East Conferences.
2010
New York Yankees - Tax Efficient Program
Representation of the New York Yankees in connection with the development of the new Yankee Stadium in helping structure a tax efficient program for premium seating, including luxury suites, involving the negotiation and preparation of license, ticket and food and beverage agreements. This included consideration of complex tax matters. The agreements were typically multi-year, involved substantial financial commitments and required further negotiation on select issues.
New York Yankees - Tax Efficient Program
Representation of the New York Yankees in connection with the development of the new Yankee Stadium in helping structure a tax efficient program for premium seating, including luxury suites, involving the negotiation and preparation of license, ticket and food and beverage agreements. This included consideration of complex tax matters. The agreements were typically multi-year, involved substantial financial commitments and required further negotiation on select issues.
2010
S. Rothschild & Co. - License Agreement
Representation of S. Rothschild & Co. in the negotiation of a three-year, renewable and exclusive trademark license agreement for the VIA SPIGA brand for use on women's and girl's leather, fabric and fur trim outerwear. S. Rothschild will be manufacture, market and sell the product in major retailers throughout the U.S., Canada and Mexico.
S. Rothschild & Co. - License Agreement
Representation of S. Rothschild & Co. in the negotiation of a three-year, renewable and exclusive trademark license agreement for the VIA SPIGA brand for use on women's and girl's leather, fabric and fur trim outerwear. S. Rothschild will be manufacture, market and sell the product in major retailers throughout the U.S., Canada and Mexico.
2010
Top Rank - Manny Pacquiao vs. Joshua Clottey
Representation of Top Rank, Inc. in producing principal agreements for the WBO World Welterweight Championship boxing match between Manny Pacquiao vs. Joshua Clottey at the new Cowboys Stadium in Arlington, Texas, and distributed by HBO Pay-Per-View. This first boxing event held at the new stadium drew a record crowd. We handled all agreements with the fighters, the site, HBO PPV, TV broadcasters around the world and sponsors.
Top Rank - Manny Pacquiao vs. Joshua Clottey
Representation of Top Rank, Inc. in producing principal agreements for the WBO World Welterweight Championship boxing match between Manny Pacquiao vs. Joshua Clottey at the new Cowboys Stadium in Arlington, Texas, and distributed by HBO Pay-Per-View. This first boxing event held at the new stadium drew a record crowd. We handled all agreements with the fighters, the site, HBO PPV, TV broadcasters around the world and sponsors.
2010
Major Financial Institution - Credit Loan Facility
Representation of a major financial institution in a $7.5 million secured uncommitted line of credit loan facility to a leading manufacturer of baby products produced around the world. The facility was secured by a pledge of all assets of the company, including sizeable inventories located in-transit and in the company's leased warehouses. The transaction also included an intercreditor arrangement with the company's current factor as well as the transfer of existing letters of credit to the new facility.
Major Financial Institution - Credit Loan Facility
Representation of a major financial institution in a $7.5 million secured uncommitted line of credit loan facility to a leading manufacturer of baby products produced around the world. The facility was secured by a pledge of all assets of the company, including sizeable inventories located in-transit and in the company's leased warehouses. The transaction also included an intercreditor arrangement with the company's current factor as well as the transfer of existing letters of credit to the new facility.
2009
Commercial Bank - Creative Jewelry Financing
Representation of a major U.S. commercial bank as agent in a $30 million syndicated senior secured asset based loan for an international jeweler and its subsidiaries. The loan was to an affiliated group of U.S. companies involved in the wholesaling of diamonds and other precious stones, and was guaranteed by several foreign affiliates. The loan facility also included a $10 million accordion feature.
Commercial Bank - Creative Jewelry Financing
Representation of a major U.S. commercial bank as agent in a $30 million syndicated senior secured asset based loan for an international jeweler and its subsidiaries. The loan was to an affiliated group of U.S. companies involved in the wholesaling of diamonds and other precious stones, and was guaranteed by several foreign affiliates. The loan facility also included a $10 million accordion feature.
2010
Legends Hospitality - Syndicated Credit Facility
Representation of Legends Hospitality, LLC in connection with its senior secured lending facility. Legends Hospitality offers a broad range of sports business services including a focus on operating catering, concessions, retail merchandising and other facility management enterprises for major sports and entertainment facilities.
Legends Hospitality - Syndicated Credit Facility
Representation of Legends Hospitality, LLC in connection with its senior secured lending facility. Legends Hospitality offers a broad range of sports business services including a focus on operating catering, concessions, retail merchandising and other facility management enterprises for major sports and entertainment facilities.
2010
Tire and Rubber Company - Series A Preferred Financing
Representation of a company that provides tire and rubber product recycling services in a private placement of $3.5 million of its Series A Preferred Stock.
Tire and Rubber Company - Series A Preferred Financing
Representation of a company that provides tire and rubber product recycling services in a private placement of $3.5 million of its Series A Preferred Stock.
2010
Hironen Co. - Acquisition
Representation of Hironen Co., a Japanese manufacturer of "bridge" segment synthetic and natural fabrics, on acquiring a U.S. agent/distributor.
Hironen Co. - Acquisition
Representation of Hironen Co., a Japanese manufacturer of "bridge" segment synthetic and natural fabrics, on acquiring a U.S. agent/distributor.
2010
New York Yankees - License
Representation of the New York Yankees in negotiating an agreement with the Daily News to license the Daily News' historic photo archive of Yankees players and stadium imagery and for the Daily News to be the exclusive provider of historical photos for prominent display in the new stadium.
New York Yankees - License
Representation of the New York Yankees in negotiating an agreement with the Daily News to license the Daily News' historic photo archive of Yankees players and stadium imagery and for the Daily News to be the exclusive provider of historical photos for prominent display in the new stadium.
2010
Small Bone Innovations - Series F Financing
Representation of SBI in its private placement of Series F Preferred Stock in multiple tranches.
Small Bone Innovations - Series F Financing
Representation of SBI in its private placement of Series F Preferred Stock in multiple tranches.
2010
Small Bone Innovations - Series E Financing
Representation of SBI in its private placement of Series E Preferred Stock to Olympus Corporation.
Small Bone Innovations - Series E Financing
Representation of SBI in its private placement of Series E Preferred Stock to Olympus Corporation.
2010
New Media Company - Formation & IP Filings
Representation of a new media company that provides dynamic digital content and advertising through kiosks in high traffic areas, such as the airports, that can also charge electronics and download digital content. We helped the company with its initial round of financing, its formation strategy and IP filings as well as its strategic alliance agreement with one of the largest airport retailers.
New Media Company - Formation & IP Filings
Representation of a new media company that provides dynamic digital content and advertising through kiosks in high traffic areas, such as the airports, that can also charge electronics and download digital content. We helped the company with its initial round of financing, its formation strategy and IP filings as well as its strategic alliance agreement with one of the largest airport retailers.
2010
Venture Capital Firm - Regulatory Matters & Financing
Representation of a venture capital firm that develops solar farms in New Jersey in its formation. We advised them on regulatory matters, the initial partnership agreement and the initial round of financing as well as with its strategic alliance with a multi-billion dollar company that finances solar projects.
Venture Capital Firm - Regulatory Matters & Financing
Representation of a venture capital firm that develops solar farms in New Jersey in its formation. We advised them on regulatory matters, the initial partnership agreement and the initial round of financing as well as with its strategic alliance with a multi-billion dollar company that finances solar projects.
2010
Emmes Asset Management - Investment Adviser Agreement
Representation of Emmes Asset Management Company LLC, a registered investment adviser, in its investment adviser agreement with a state pension fund allocating several hundred million dollars to investments in real estate opportunities.
Emmes Asset Management - Investment Adviser Agreement
Representation of Emmes Asset Management Company LLC, a registered investment adviser, in its investment adviser agreement with a state pension fund allocating several hundred million dollars to investments in real estate opportunities.
2010
Foreign Investor - Bid for English Premier League Football Club
Representation of an investment group led by a prominent foreign investor and nationally-recognized sports industry advisor in connection with a potential bid for an English Premier League football club.
Foreign Investor - Bid for English Premier League Football Club
Representation of an investment group led by a prominent foreign investor and nationally-recognized sports industry advisor in connection with a potential bid for an English Premier League football club.
2010
Plainfield Asset Management - Restructuring
Representation of Plainfield Asset Management in connection with a restructuring of its investment in a regional voice and data services company.
Plainfield Asset Management - Restructuring
Representation of Plainfield Asset Management in connection with a restructuring of its investment in a regional voice and data services company.
2010
Legends Hospitality LLC - Senior Secured Credit Facility
Representation of Legends Hospitality, LLC and Legends Premium Sales, LLC in connection with their senior secured credit facility consisting of a term loan and a revolving credit facility with a letter of credit and swing line subfacilities. Legends Hospitality provides sports and entertainment venues with food, beverage, merchandise and other hospitality services.
Legends Hospitality LLC - Senior Secured Credit Facility
Representation of Legends Hospitality, LLC and Legends Premium Sales, LLC in connection with their senior secured credit facility consisting of a term loan and a revolving credit facility with a letter of credit and swing line subfacilities. Legends Hospitality provides sports and entertainment venues with food, beverage, merchandise and other hospitality services.
2010
Yankee Global Enterprises LLC - Refinancing
Representation of Yankee Global Enterprises LLC in refinancing its senior credit facility consisting of a term loan and a revolving line of credit. Yankee Global Enterprises LLC is a holding company that invests in media and sports related businesses, including the New York Yankees.
Yankee Global Enterprises LLC - Refinancing
Representation of Yankee Global Enterprises LLC in refinancing its senior credit facility consisting of a term loan and a revolving line of credit. Yankee Global Enterprises LLC is a holding company that invests in media and sports related businesses, including the New York Yankees.
2010
Professional Sports Team - Refinancing
Representation of a professional sports team in connection with the refinancing of its senior secured credit facility. The refinanced credit facility consists of a several million dollar term loan and a revolving line of credit component. The refinancing is secured by many different assets owned by the team and other third party approvals.
Professional Sports Team - Refinancing
Representation of a professional sports team in connection with the refinancing of its senior secured credit facility. The refinanced credit facility consists of a several million dollar term loan and a revolving line of credit component. The refinancing is secured by many different assets owned by the team and other third party approvals.
2010
Amano USA Holdings Inc. - Stock Purchase
Representation of Amano USA Holdings, Inc., a subsidiary of a Japanese public company, in its acquisition of the outstanding capital stock of Accu-Time Systems, Inc. Accu-Time designs, manufactures, markets and distributes time and data collection terminals for the time and attendance, payroll clock, shop floor and controlled access marketplace.
Amano USA Holdings Inc. - Stock Purchase
Representation of Amano USA Holdings, Inc., a subsidiary of a Japanese public company, in its acquisition of the outstanding capital stock of Accu-Time Systems, Inc. Accu-Time designs, manufactures, markets and distributes time and data collection terminals for the time and attendance, payroll clock, shop floor and controlled access marketplace.
2009
Small Bone Innovations, Inc. - Credit Facility
Representation of SBI, a leading, privately held orthopedics company focused exclusively on technologies and treatments for the small bones and joints, in a $30 million credit facility with Fortress Credit Corp. to fund accelerated business expansion and refinance existing indebtedness.
Small Bone Innovations, Inc. - Credit Facility
Representation of SBI, a leading, privately held orthopedics company focused exclusively on technologies and treatments for the small bones and joints, in a $30 million credit facility with Fortress Credit Corp. to fund accelerated business expansion and refinance existing indebtedness.
2010
Plainfield Direct Inc. - Modification of Revolving Credit Facility
Representation of Plainfield Direct Inc., a Business Development Company, in connection with a pay down and modification of a senior secured revolving credit facility used for investments and general working purposes.
Plainfield Direct Inc. - Modification of Revolving Credit Facility
Representation of Plainfield Direct Inc., a Business Development Company, in connection with a pay down and modification of a senior secured revolving credit facility used for investments and general working purposes.
2010
Regional Sports Network - Credit Facility
We represented a regional sports network in connection with its $450 million credit facility.
Regional Sports Network - Credit Facility
We represented a regional sports network in connection with its $450 million credit facility.
2009
Major League Baseball Team - Term Loan Facility
Representation of a Major League Baseball franchise as borrower in a syndicated $105 million term loan facility.
Major League Baseball Team - Term Loan Facility
Representation of a Major League Baseball franchise as borrower in a syndicated $105 million term loan facility.
2009
Commercial Bank - $75 million Facilities
Representation of a major U.S. commercial bank in its $25 million committed and $50 million uncommitted loan facilities to a leading insurance services provider including numerous amendments and various intercreditor issues with other bilateral lenders.
Commercial Bank - $75 million Facilities
Representation of a major U.S. commercial bank in its $25 million committed and $50 million uncommitted loan facilities to a leading insurance services provider including numerous amendments and various intercreditor issues with other bilateral lenders.
2009
Apparel Manufacturer - Asset Based Loan Facility
Representation of a leading U.S. apparel manufacturer as borrower in a $75 million asset based loan facility with a commercial finance company.
Apparel Manufacturer - Asset Based Loan Facility
Representation of a leading U.S. apparel manufacturer as borrower in a $75 million asset based loan facility with a commercial finance company.
2009
Factor - Receivables Purchase Agreement
Representation of an Israeli based factor in an international factoring arrangement entered into with an international producer and marketer of fertilizer products. We prepared an assignment of receivables agreement between the factoring client and the exclusive dealer of products in the U.S.
Factor - Receivables Purchase Agreement
Representation of an Israeli based factor in an international factoring arrangement entered into with an international producer and marketer of fertilizer products. We prepared an assignment of receivables agreement between the factoring client and the exclusive dealer of products in the U.S.
2009
Commercial Bank - First & Second Lien Restructurings
Representation of a major U.S. commercial bank as a lead lender and arranger in the restructuring of multi-billion dollar first and second lien revolving and term loan syndicated credit facilities with a leading international education publisher.
Commercial Bank - First & Second Lien Restructurings
Representation of a major U.S. commercial bank as a lead lender and arranger in the restructuring of multi-billion dollar first and second lien revolving and term loan syndicated credit facilities with a leading international education publisher.
2009
Private Bank - Guaranty Loan Facility Program
Representation of the private bank division of a major U.S. commercial bank in establishing a multi-million dollar guaranty loan facility program for a large private equity firm that guarantees loans made by the bank to the guarantors’ employees.
Private Bank - Guaranty Loan Facility Program
Representation of the private bank division of a major U.S. commercial bank in establishing a multi-million dollar guaranty loan facility program for a large private equity firm that guarantees loans made by the bank to the guarantors’ employees.
2009
Commercial Bank - Sale of Loan Facility
Representation of a U.S. commercial bank in a workout of a multi-million dollar first lien revolving loan facility made to a leading maker of Lucite commemoratives. The workout culminated in a successful sale of the loan to the second lien lender.
Commercial Bank - Sale of Loan Facility
Representation of a U.S. commercial bank in a workout of a multi-million dollar first lien revolving loan facility made to a leading maker of Lucite commemoratives. The workout culminated in a successful sale of the loan to the second lien lender.
2009
Arthur Schuman, Inc. - Facility Acquisition
Representation of Arthur Schuman, Inc. in its acquisition of a cheese manufacturing facility in Montfort, WI. Through two affiliates, Arthur Schuman, Inc. acquired substantially all assets of the facility, including its real property. The acquisition was valued at approximately $2 million. Arthur Schuman, Inc. is one of the nation's largest manufacturers, distributors, importers and exporters of cheese and has operations throughout the United States.
Arthur Schuman, Inc. - Facility Acquisition
Representation of Arthur Schuman, Inc. in its acquisition of a cheese manufacturing facility in Montfort, WI. Through two affiliates, Arthur Schuman, Inc. acquired substantially all assets of the facility, including its real property. The acquisition was valued at approximately $2 million. Arthur Schuman, Inc. is one of the nation's largest manufacturers, distributors, importers and exporters of cheese and has operations throughout the United States.
Ongoing
Investors - Internet-Related Investments
Representation of investors in acquiring controlling interests in, restructuring and/or liquidating, internet-related companies.
Investors - Internet-Related Investments
Representation of investors in acquiring controlling interests in, restructuring and/or liquidating, internet-related companies.
2009
Commercial Bank - Creative Unsecured Debt Restructuring
Representation of the private bank division of a major U.S. commercial bank in the restructuring of two unsecured loans to a famous Hollywood producer. We are securing a portion of the debt and creating documentation designed to generate cash to reduce the bank's exposure.
Commercial Bank - Creative Unsecured Debt Restructuring
Representation of the private bank division of a major U.S. commercial bank in the restructuring of two unsecured loans to a famous Hollywood producer. We are securing a portion of the debt and creating documentation designed to generate cash to reduce the bank's exposure.
2009
Colt Defense - High Yield Debt Offering
Representation of Colt Defense in a $250 million high yield debt 144A offering and a $50 million revolving credit facility that recapitalized its balance sheet and gives it greater flexibility to pursue strategic acquisitions.
Colt Defense - High Yield Debt Offering
Representation of Colt Defense in a $250 million high yield debt 144A offering and a $50 million revolving credit facility that recapitalized its balance sheet and gives it greater flexibility to pursue strategic acquisitions.
2009
Global Hedge Fund - Fund of Funds
Representation of a global hedge fund in acquiring a fund of funds business with more than $3.5 billion in assets under management and $1.8 billion net after investment debt in four separate offshore funds. This multi-phase transaction presented a variety of issues including successor liability, given the exposure to certain Madoff related investments by two of the funds, investment management M&A and employment issues.
Global Hedge Fund - Fund of Funds
Representation of a global hedge fund in acquiring a fund of funds business with more than $3.5 billion in assets under management and $1.8 billion net after investment debt in four separate offshore funds. This multi-phase transaction presented a variety of issues including successor liability, given the exposure to certain Madoff related investments by two of the funds, investment management M&A and employment issues.
2009
Sponsored Research Agreements
Representation of medical device companies and neutraceutical venture in negotiating sponsored research agreements with major research universities and hospitals in the US and Canada.
Sponsored Research Agreements
Representation of medical device companies and neutraceutical venture in negotiating sponsored research agreements with major research universities and hospitals in the US and Canada.
2009
Consulting Company - Purchase of Interests
Representation of an officer of a consulting company servicing the oil and gas industry regarding his purchase of a minority interest in the company.
Consulting Company - Purchase of Interests
Representation of an officer of a consulting company servicing the oil and gas industry regarding his purchase of a minority interest in the company.
2009
New York Restaurants - Purchase of Interest
Representation of private investors regarding their acquisition of majority interests in New York City-based restaurants.
New York Restaurants - Purchase of Interest
Representation of private investors regarding their acquisition of majority interests in New York City-based restaurants.
2009
Small Bone Innovations - Series D Financing
Representation of SBI in its private placement of Series D Preferred Stock in three tranches.
Small Bone Innovations - Series D Financing
Representation of SBI in its private placement of Series D Preferred Stock in three tranches.
2009
Public Company - Equity Line of Credit
Representation of a NASDAQ-listed company on a registered $6 million equity line of credit transaction. Pursuant to the equity line, the company has the right to put shares of its common stock to the investor, and the investor is required to purchase those shares, with the number of shares sold at any given time and the purchase price per share to be based upon a formula set forth in the purchase agreement.
Public Company - Equity Line of Credit
Representation of a NASDAQ-listed company on a registered $6 million equity line of credit transaction. Pursuant to the equity line, the company has the right to put shares of its common stock to the investor, and the investor is required to purchase those shares, with the number of shares sold at any given time and the purchase price per share to be based upon a formula set forth in the purchase agreement.
2009
Denville Scientific - Sale of Assets
Representation of Denville Scientific, Inc., a New Jersey-based distributor of molecular biology research products, in the sale of substantially all of its assets to a newly-formed subsidiary of Harvard Biosciences, Inc., a NASDAQ-listed company based in Boston.
Denville Scientific - Sale of Assets
Representation of Denville Scientific, Inc., a New Jersey-based distributor of molecular biology research products, in the sale of substantially all of its assets to a newly-formed subsidiary of Harvard Biosciences, Inc., a NASDAQ-listed company based in Boston.
2009
Major Bank - Credit Facility Restructuring
Representation of a major bank in restructuring a $20 million credit facility for a prominent restaurant chain.
Major Bank - Credit Facility Restructuring
Representation of a major bank in restructuring a $20 million credit facility for a prominent restaurant chain.
2009
Global Investment Bank - Restructuring and Loss Remediation
Representation of a global investment bank in ongoing restructuring and loss remediation efforts for portfolios of CDOs, ABSs and financial assets.
Global Investment Bank - Restructuring and Loss Remediation
Representation of a global investment bank in ongoing restructuring and loss remediation efforts for portfolios of CDOs, ABSs and financial assets.
2009
Private Equity Fund - Strategic Joint Venture
Representation of a private equity fund in the startup and joint venture of a new residential mortgage servicing company.
Private Equity Fund - Strategic Joint Venture
Representation of a private equity fund in the startup and joint venture of a new residential mortgage servicing company.
2009
Asset-Backed Securities - Financial Restructuring Initiatives
Representation of credit enhancement banks and insurance companies in refinancing legacy assets and reducing loss exposure to related asset-backed securities.
Asset-Backed Securities - Financial Restructuring Initiatives
Representation of credit enhancement banks and insurance companies in refinancing legacy assets and reducing loss exposure to related asset-backed securities.
2009
Private Equity Fund - Strategic Acquisitions
Representation of a private equity fund in acquiring an insolvent environmental services company through a plan of reorganization under Chapter 11.
Private Equity Fund - Strategic Acquisitions
Representation of a private equity fund in acquiring an insolvent environmental services company through a plan of reorganization under Chapter 11.
2009
Small Bone Innovations - Malaysian Joint Venture
Representation of Small Bone Innovations in forming a joint venture entity in Malaysia, which will serve as the hub for SBi’s Asia Pacific operations.
Small Bone Innovations - Malaysian Joint Venture
Representation of Small Bone Innovations in forming a joint venture entity in Malaysia, which will serve as the hub for SBi’s Asia Pacific operations.
2009
Small Bone Innovations - “S.T.A.R.” Acquisition
Representation of Small Bone Innovations in its acquisition of Link America, Inc., including the technology for the S.T.A.R. Ankle--a total ankle replacement prosthesis that is the first of its kind to receive FDA approval in the U.S.
Small Bone Innovations - “S.T.A.R.” Acquisition
Representation of Small Bone Innovations in its acquisition of Link America, Inc., including the technology for the S.T.A.R. Ankle--a total ankle replacement prosthesis that is the first of its kind to receive FDA approval in the U.S.
2009
Private Bank - $425 Million Credit Facilities
Representation of a private bank as a letter of credit issuer; administrative agent in a $100 million letter of credit facility; and as lender in a $325 million revolving credit facility, each to a trust, the proceeds of which are for working capital purposes. The facilities are cross-collateralized and secured by a combination of public company stock, diversified liquid assets and cash.
Private Bank - $425 Million Credit Facilities
Representation of a private bank as a letter of credit issuer; administrative agent in a $100 million letter of credit facility; and as lender in a $325 million revolving credit facility, each to a trust, the proceeds of which are for working capital purposes. The facilities are cross-collateralized and secured by a combination of public company stock, diversified liquid assets and cash.
2009
Insurance Company - Restructuring and Loss Remediation
Representation of a major insurance company in restructuring and loss remediation regarding credit enhancement exposure to asset-backed securities.
Insurance Company - Restructuring and Loss Remediation
Representation of a major insurance company in restructuring and loss remediation regarding credit enhancement exposure to asset-backed securities.
2009
Financial Institution - Insurance Company
Representation of a major financial institution as the sole lender in a $40 million unsecured term loan facility to an insurance company. The term loan’s proceeds were used to finance the purchase of the business insurance unit of another insurance company and the capital stock of several entities of such other insurance company.
Financial Institution - Insurance Company
Representation of a major financial institution as the sole lender in a $40 million unsecured term loan facility to an insurance company. The term loan’s proceeds were used to finance the purchase of the business insurance unit of another insurance company and the capital stock of several entities of such other insurance company.
2009
Israel Discount Bank - Giants Financing
Representation of Israel Discount Bank as administrative agent and as a lender in amending an existing secured revolving credit facility to New York Football Giants, Inc. to increase the facility's size to $45 million. The loan's proceeds will be used for working capital purposes.
Israel Discount Bank - Giants Financing
Representation of Israel Discount Bank as administrative agent and as a lender in amending an existing secured revolving credit facility to New York Football Giants, Inc. to increase the facility's size to $45 million. The loan's proceeds will be used for working capital purposes.
2009
Legends Hospitality
Representation of Legends Hospitality LLC—a joint venture among the Yankees, Dallas Cowboys and two private equity firms—in setting up business operations (which include running concession services at stadiums, arenas and other large venues), obtaining necessary permits and authorizations in the states in which it will provide these services, including New York, New Jersey, Pennsylvania, Texas and Florida, and protecting its intellectual property rights.
Legends Hospitality
Representation of Legends Hospitality LLC—a joint venture among the Yankees, Dallas Cowboys and two private equity firms—in setting up business operations (which include running concession services at stadiums, arenas and other large venues), obtaining necessary permits and authorizations in the states in which it will provide these services, including New York, New Jersey, Pennsylvania, Texas and Florida, and protecting its intellectual property rights.
2009
Plainfield Asset Management - Credit Facility
Representation of Plainfield Asset Management in amending an existing credit facility for Wyoming Entertainment, LLC. The deal required us to add a significant delayed draw term loan facility, extend the payment-in-kind feature and add a subsidiary as a guarantor.
Plainfield Asset Management - Credit Facility
Representation of Plainfield Asset Management in amending an existing credit facility for Wyoming Entertainment, LLC. The deal required us to add a significant delayed draw term loan facility, extend the payment-in-kind feature and add a subsidiary as a guarantor.
2009
New York Yankees - Sponsorship Agreements
Representation of the New York Yankees Partnership in drafting and negotiating sponsorship agreements for the new Yankee Stadium. Two notable sponsors include Standard Parking, the parking garage operator around the new stadium, and Toyota.
New York Yankees - Sponsorship Agreements
Representation of the New York Yankees Partnership in drafting and negotiating sponsorship agreements for the new Yankee Stadium. Two notable sponsors include Standard Parking, the parking garage operator around the new stadium, and Toyota.
2009
Yankees Collectibles - Memorabilia Auction
Representation of the New York Yankees Partnership in the acquisition from the City of New York of the Old Yankee Stadium seats and bleachers and the agreement with DEMCO, providing for the removal and restoration of such items. Integral to these transactions is the Yankees' joint venture with Steiner Sports to market and sell these and other Yankees-owned memorabilia and collectibles from the old Yankee Stadium. The transaction also involved establishing a Yankees Memorabilia Store at the new Yankees Stadium. The store is a venture of Legends Hospitality, NYYP and Steiner Sports.
Yankees Collectibles - Memorabilia Auction
Representation of the New York Yankees Partnership in the acquisition from the City of New York of the Old Yankee Stadium seats and bleachers and the agreement with DEMCO, providing for the removal and restoration of such items. Integral to these transactions is the Yankees' joint venture with Steiner Sports to market and sell these and other Yankees-owned memorabilia and collectibles from the old Yankee Stadium. The transaction also involved establishing a Yankees Memorabilia Store at the new Yankees Stadium. The store is a venture of Legends Hospitality, NYYP and Steiner Sports.
2009
Emmes Asset Management - Acquisition and Financing
Representation of Emmes Asset Management Company in connection with a joint venture with the investment arm of a major university system and the $100M+ acquisition of a prominent Class A office building in Irvine, CA. The transaction also included a multi-million dollar investment by a Japanese corporation investing in U.S. property for the first time.
Emmes Asset Management - Acquisition and Financing
Representation of Emmes Asset Management Company in connection with a joint venture with the investment arm of a major university system and the $100M+ acquisition of a prominent Class A office building in Irvine, CA. The transaction also included a multi-million dollar investment by a Japanese corporation investing in U.S. property for the first time.
2009
Legends Hospitality - Yankees and Cowboys Joint Venture
Representation of the New York Yankees in the ground-breaking "Legends Hospitality Management LLC" joint business venture between the Yankees and the Dallas Cowboys, which will operate the catering, concessions and retail merchandising at both new stadiums.
Legends Hospitality - Yankees and Cowboys Joint Venture
Representation of the New York Yankees in the ground-breaking "Legends Hospitality Management LLC" joint business venture between the Yankees and the Dallas Cowboys, which will operate the catering, concessions and retail merchandising at both new stadiums.
2009
Discovery Capital Management - Fund Restructuring
Completion of the first phase of the fund restructuring for Discovery Capital Management, pursuant to which they have solicited the consent of investors in their existing domestic and offshore fund of funds to restructure their funds into a master feeder fund of managed accounts platform with a revised investment strategy, revised fee structures and other new terms. We drafted all of the new fund documents in conjunction with offshore counsel in an expedited time frame to facilitate the resubscription of existing investments into the restructured fund vehicle.
Discovery Capital Management - Fund Restructuring
Completion of the first phase of the fund restructuring for Discovery Capital Management, pursuant to which they have solicited the consent of investors in their existing domestic and offshore fund of funds to restructure their funds into a master feeder fund of managed accounts platform with a revised investment strategy, revised fee structures and other new terms. We drafted all of the new fund documents in conjunction with offshore counsel in an expedited time frame to facilitate the resubscription of existing investments into the restructured fund vehicle.
2008
Yankees Stadium - Hard Rock Café Deal
Representation of the New York Yankees and its affiliates in two separate joint ventures with the Hard Rock Café. The Hard Rock Café and a newly branded "NY Steak" prime steakhouse restaurant will open in an area adjacent to right field at the new Yankee Stadium.
Yankees Stadium - Hard Rock Café Deal
Representation of the New York Yankees and its affiliates in two separate joint ventures with the Hard Rock Café. The Hard Rock Café and a newly branded "NY Steak" prime steakhouse restaurant will open in an area adjacent to right field at the new Yankee Stadium.
2009
Lehman Brothers - 2nd Lien Receivables Financing
Representation of Lehman Commercial Paper in closing a multi-million dollar, second-lien receivables funding for a special purpose vehicle subsidiary of a leading U.S. educational publishing group. In addition to documenting the loan facility, we negotiated an intercreditor agreement with the first lien lender of an existing $350 million receivables funding agreement.
Lehman Brothers - 2nd Lien Receivables Financing
Representation of Lehman Commercial Paper in closing a multi-million dollar, second-lien receivables funding for a special purpose vehicle subsidiary of a leading U.S. educational publishing group. In addition to documenting the loan facility, we negotiated an intercreditor agreement with the first lien lender of an existing $350 million receivables funding agreement.
2009
ProImmune - Ingredient License
Representation of The ProImmune Company, LLC in its license of a food ingredient that boosts immune systems to a consortium of 18 medical schools. The schools will research the ingredient's ability to prevent and/or mitigate diseases, such as HIV/AIDS, heart disease, diabetes, and kidney disease that disproportionately affect minority populations.
ProImmune - Ingredient License
Representation of The ProImmune Company, LLC in its license of a food ingredient that boosts immune systems to a consortium of 18 medical schools. The schools will research the ingredient's ability to prevent and/or mitigate diseases, such as HIV/AIDS, heart disease, diabetes, and kidney disease that disproportionately affect minority populations.
2009
Top Rank - Television Deal
Representation of Top Rank, Inc. in negotiating and concluding an agreement for Fox Sports to televise a new boxing series, "Top Rank Live." The series features fight cards from around the U.S. and Mexico three times per month on Fox Sports en Español, with at least one event per month being carried by Fox Sports Net and its regional sports network affiliates.
Top Rank - Television Deal
Representation of Top Rank, Inc. in negotiating and concluding an agreement for Fox Sports to televise a new boxing series, "Top Rank Live." The series features fight cards from around the U.S. and Mexico three times per month on Fox Sports en Español, with at least one event per month being carried by Fox Sports Net and its regional sports network affiliates.
2009
Southeast Asian Venture Capital Fund - Investment Vehicle Structure
We helped the Singapore branch of a major Japanese asset management firm establish an investment vehicle structure for a $250 million clean technology fund in Southeast Asia. The fund was structured as a private-public partnership consisting of an investment vehicle established by the foreign government for this purpose, as the public component, and a private venture capital fund established as a limited partnership in the Cayman Islands investing through an investment vehicle structure established in The Netherlands, for the private component. The fund is focused on relatively small, local clean technology projects in Southeast Asia.
Southeast Asian Venture Capital Fund - Investment Vehicle Structure
We helped the Singapore branch of a major Japanese asset management firm establish an investment vehicle structure for a $250 million clean technology fund in Southeast Asia. The fund was structured as a private-public partnership consisting of an investment vehicle established by the foreign government for this purpose, as the public component, and a private venture capital fund established as a limited partnership in the Cayman Islands investing through an investment vehicle structure established in The Netherlands, for the private component. The fund is focused on relatively small, local clean technology projects in Southeast Asia.
2009
JP Morgan Chase - Fraud Litigation Victory
Represented JP Morgan Chase in a suit brought by a borrower's principal and guarantors alleging that our client had impermissibly drawn down on a letter of credit provided as a security for a loan on a piece of property in Harlem. Herrick won summary judgment and the borrower appealed. The First Department affirmed the lower court's dismissal of the complaint. The decision clears the way for the ultimate foreclosure of the property.
JP Morgan Chase - Fraud Litigation Victory
Represented JP Morgan Chase in a suit brought by a borrower's principal and guarantors alleging that our client had impermissibly drawn down on a letter of credit provided as a security for a loan on a piece of property in Harlem. Herrick won summary judgment and the borrower appealed. The First Department affirmed the lower court's dismissal of the complaint. The decision clears the way for the ultimate foreclosure of the property.
2008
Specialty Finance Company - Art Lending
Representation of a startup specialty lending company to make loans against artwork as collateral, including producing form documentation and discussions concerning credit policy and procedures.
Specialty Finance Company - Art Lending
Representation of a startup specialty lending company to make loans against artwork as collateral, including producing form documentation and discussions concerning credit policy and procedures.
2008
Airplane Lessor - Repossession
Representation of an international aviation leasing company in repossessing a Boeing 747 aircraft from a defaulting lessee by seizure on a military base.
Airplane Lessor - Repossession
Representation of an international aviation leasing company in repossessing a Boeing 747 aircraft from a defaulting lessee by seizure on a military base.
2008
Victoire Finance Capital - Latin America-Focused Hedge Fund
Representation of an international asset manager in establishing an onshore hedge fund to integrate with their existing Cayman Islands-based offshore fund that invests in small cap companies in Brazil and other Latin American markets. Our work also involves converting the entire fund into a master feeder structure.
Victoire Finance Capital - Latin America-Focused Hedge Fund
Representation of an international asset manager in establishing an onshore hedge fund to integrate with their existing Cayman Islands-based offshore fund that invests in small cap companies in Brazil and other Latin American markets. Our work also involves converting the entire fund into a master feeder structure.
Ongoing
Irish Hedge Fund - CDO Offerings
Representation of an Irish hedge fund in offerings of collateralized debt obligation in the U.S. and abroad.
Irish Hedge Fund - CDO Offerings
Representation of an Irish hedge fund in offerings of collateralized debt obligation in the U.S. and abroad.
Ongoing
Major International Technology Company - Government Procurement Assistance
Assistance to a multi-billion dollar technology company which provides automated time and attendance systems in its dealings with the City of New York's technology officials.
Major International Technology Company - Government Procurement Assistance
Assistance to a multi-billion dollar technology company which provides automated time and attendance systems in its dealings with the City of New York's technology officials.
2008
Nikko Capital Partners - Private Equity Fund
Representation of Nikko Capital Partners K.K. in structuring and setting up a $200 million special situations investment fund for Ant Global Partners Pte., Ltd., a subsidiary of Nikko Capital Partners K.K. as the fund manager, and two private equity funds managed by Elliott Advisors, the sole investors. The fund was structured as a Cayman Islands limited partnership and the fund manager as a Singapore private limited company.
Nikko Capital Partners - Private Equity Fund
Representation of Nikko Capital Partners K.K. in structuring and setting up a $200 million special situations investment fund for Ant Global Partners Pte., Ltd., a subsidiary of Nikko Capital Partners K.K. as the fund manager, and two private equity funds managed by Elliott Advisors, the sole investors. The fund was structured as a Cayman Islands limited partnership and the fund manager as a Singapore private limited company.
Ongoing
Private Investment Fund - Senior Living Investments
Counsel to a large private investment fund which specializes in making investments in senior living communities throughout the United States.
Private Investment Fund - Senior Living Investments
Counsel to a large private investment fund which specializes in making investments in senior living communities throughout the United States.
2008
Private Equity Funds - PIPE Transactions
Representation of a number of private equity funds specializing in PIPE transactions.
Private Equity Funds - PIPE Transactions
Representation of a number of private equity funds specializing in PIPE transactions.
Ongoing
Lenders and Borrowers - Corporate and Asset-Based Financings
Representation of numerous financial institutions and borrowers in corporate and asset based lending transactions.
Lenders and Borrowers - Corporate and Asset-Based Financings
Representation of numerous financial institutions and borrowers in corporate and asset based lending transactions.
2008
Investor Group - Motion Picture Investment
Representation of an investor group in restructuring their investment in high profile motion pictures.
Investor Group - Motion Picture Investment
Representation of an investor group in restructuring their investment in high profile motion pictures.
Ongoing
Money Managers - General Counsel
Acting as general counsel to several private money managers with several billion dollars under management.
Money Managers - General Counsel
Acting as general counsel to several private money managers with several billion dollars under management.
Ongoing
Commercial Bank - Law Firm Financing
Representation of a commercial bank in a financing for a multi-state law firm.
Commercial Bank - Law Firm Financing
Representation of a commercial bank in a financing for a multi-state law firm.
Ongoing
William Doyle Galleries - Auctions
Representation of William Doyle Galleries in legal matters related to high profile auctions.
William Doyle Galleries - Auctions
Representation of William Doyle Galleries in legal matters related to high profile auctions.
Ongoing
Sports Representation Group - General Outside Counsel
General and strategic counseling to a sports representation group specializing in hockey.
Sports Representation Group - General Outside Counsel
General and strategic counseling to a sports representation group specializing in hockey.
Ongoing
Commercial Banks - Investment Advisory
Representation of a US commercial banks in connection with their investment advisory activities.
Commercial Banks - Investment Advisory
Representation of a US commercial banks in connection with their investment advisory activities.
Ongoing
Financial Institutions - Restructurings, Workouts and Dispositions
Representation of more than 20 financial institutions in restructurings, workouts and disposition of loans and loan portfolios.
Financial Institutions - Restructurings, Workouts and Dispositions
Representation of more than 20 financial institutions in restructurings, workouts and disposition of loans and loan portfolios.
2008
Commercial Bank - Art Loan
Representation of a major U.S. bank in a multimillion-dollar loan to a high net-worth individual, secured by the borrower's art collection.
Commercial Bank - Art Loan
Representation of a major U.S. bank in a multimillion-dollar loan to a high net-worth individual, secured by the borrower's art collection.
2008
Private Equity Fund - Music Industry Deal Restructuring
Representation of a private equity fund in the comprehensive restructuring of the acquisition financing for a music catalog. The restructuring involves the purchase of a music catalog in satisfaction of acquisition financing obligations, and also the funding of a music developer's participation in a new joint venture.
Private Equity Fund - Music Industry Deal Restructuring
Representation of a private equity fund in the comprehensive restructuring of the acquisition financing for a music catalog. The restructuring involves the purchase of a music catalog in satisfaction of acquisition financing obligations, and also the funding of a music developer's participation in a new joint venture.
2008
Industrial Lifting Facilities Firm - Contract Negotiations
Representation of a Quebec-based industrial lifting facilities firm in negotiating a contract with a U.S. affiliate of a famous global automotive company to design and construct a new state of the art automated lifting facility in upstate New York.
Industrial Lifting Facilities Firm - Contract Negotiations
Representation of a Quebec-based industrial lifting facilities firm in negotiating a contract with a U.S. affiliate of a famous global automotive company to design and construct a new state of the art automated lifting facility in upstate New York.
2008
Canadian Hydroelectric Utility - Swap Rate Agreements
Representation of a Canadian hydroelectric utility on the enforceability and possible breaches of interest rate swap agreements it had entered into with one of the largest US insurance companies, which eventually became subject to the US financial bailout program.
Canadian Hydroelectric Utility - Swap Rate Agreements
Representation of a Canadian hydroelectric utility on the enforceability and possible breaches of interest rate swap agreements it had entered into with one of the largest US insurance companies, which eventually became subject to the US financial bailout program.
2008
Multi-Service Financial Institution - Regulatory and Securities Law Advice
Counsel to the broker dealer and investment advisor units of a multi-service financial institution on corporate and regulatory matters.
Multi-Service Financial Institution - Regulatory and Securities Law Advice
Counsel to the broker dealer and investment advisor units of a multi-service financial institution on corporate and regulatory matters.
2008
Arthur Schuman, Inc. - Credit Facility
Representation of Arthur Schuman, Inc. and its affiliates, in a $75 million credit facility with Wells Fargo Foothill, LLC and Bank of America, N.A., as lenders. The facility is structured as an asset based loan, with availability limited by a borrowing base. A portion of the Credit Facility’s proceeds was used to pay off Arthur Schuman, Inc.'s current credit facility with Wells Fargo Bank.
Arthur Schuman, Inc. - Credit Facility
Representation of Arthur Schuman, Inc. and its affiliates, in a $75 million credit facility with Wells Fargo Foothill, LLC and Bank of America, N.A., as lenders. The facility is structured as an asset based loan, with availability limited by a borrowing base. A portion of the Credit Facility’s proceeds was used to pay off Arthur Schuman, Inc.'s current credit facility with Wells Fargo Bank.
2008
Software and Toy Company - Reorganization and Capital Raise
Representation of a privately-held software and toy company in its reorganization and fundraising transactions.
Software and Toy Company - Reorganization and Capital Raise
Representation of a privately-held software and toy company in its reorganization and fundraising transactions.
2008
Kitchen Appliance Company - Capital Raise
Representation of a startup kitchen appliance company in its formation and initial seed capital investments.
Kitchen Appliance Company - Capital Raise
Representation of a startup kitchen appliance company in its formation and initial seed capital investments.
2008
Real Estate Company - Massive Residential Portfolio Acquisition and Financing
Representation of a major real estate investment and service company in its acquisition and financing of a five-state, 14-property portfolio of residential rental and condominium apartment complexes involving complex real estate, zoning, tax, insurance, litigation and corporate structuring issues. The portfolio was financed through 14 first mortgage loans and 12 mezzanine loans, culminating in a four-day closing.
Real Estate Company - Massive Residential Portfolio Acquisition and Financing
Representation of a major real estate investment and service company in its acquisition and financing of a five-state, 14-property portfolio of residential rental and condominium apartment complexes involving complex real estate, zoning, tax, insurance, litigation and corporate structuring issues. The portfolio was financed through 14 first mortgage loans and 12 mezzanine loans, culminating in a four-day closing.
2008
Telecommunications Services Company - Partial Ownership Assignment
Representation of a telecommunications services company in negotiating an amendment to the LLC Operating Agreement of a telecommunications company to reflect the assignment of a portion of the entity to a key employee. We previously represented the company in selling its assets and entities, described here.
Telecommunications Services Company - Partial Ownership Assignment
Representation of a telecommunications services company in negotiating an amendment to the LLC Operating Agreement of a telecommunications company to reflect the assignment of a portion of the entity to a key employee. We previously represented the company in selling its assets and entities, described here.
2008
Financial Institution - Bottling Company
Representation of a major financial institution, as administrative agent and lender, in a $25 million syndicated, secured term loan credit facility to a soft drink bottling and distributing company. The proceeds of the term loan were used to build out existing production facilities and working capital purposes.
Financial Institution - Bottling Company
Representation of a major financial institution, as administrative agent and lender, in a $25 million syndicated, secured term loan credit facility to a soft drink bottling and distributing company. The proceeds of the term loan were used to build out existing production facilities and working capital purposes.
2008
Private Bank - Not-For-Profit
Representation of a major private bank in a $30 million unsecured revolving credit facility to a not-for-profit company that is dedicated to providing services to public schools.
Private Bank - Not-For-Profit
Representation of a major private bank in a $30 million unsecured revolving credit facility to a not-for-profit company that is dedicated to providing services to public schools.
2008
Law Firm - Sale
Representation of a Connecticut law firm that is one of the leading firms in residential mortgage foreclosures, in the sale of its non-legal operations and services to a large private equity fund.
Law Firm - Sale
Representation of a Connecticut law firm that is one of the leading firms in residential mortgage foreclosures, in the sale of its non-legal operations and services to a large private equity fund.
2008
Cheese Manufacturer - Acquisition
Representation of one of the nation's largest manufacturers, distributors, importers and exporters of cheese, in connection with its acquisition of a cheese manufacturing facility in Vernon, California.
Cheese Manufacturer - Acquisition
Representation of one of the nation's largest manufacturers, distributors, importers and exporters of cheese, in connection with its acquisition of a cheese manufacturing facility in Vernon, California.
2008
Top Rank - Miguel Cotto v. Antonio Margarito
Representation of Top Rank in the Miguel Cotto v. Antonio Margarito WBA welterweight championship, MGM Grand, Las Vegas, July 26, 2008, distributed by HBO Pay-Per-View Telecast.
Top Rank - Miguel Cotto v. Antonio Margarito
Representation of Top Rank in the Miguel Cotto v. Antonio Margarito WBA welterweight championship, MGM Grand, Las Vegas, July 26, 2008, distributed by HBO Pay-Per-View Telecast.
2008
Marathon Real Estate Opportunity Fund - Sophisticated Transactions
Representation of Marathon Real Estate Opportunity Fund in connection with a number of extremely sophisticated transactions including domestic and international joint ventures and strategic partnerships, acquisition of hotel properties, construction and development of Marriott branded hotels, Florida condominiums and documiniums, acquisition of office complexes in Paris, and the acquisition of one of the largest NYC parking owner/operators.
Marathon Real Estate Opportunity Fund - Sophisticated Transactions
Representation of Marathon Real Estate Opportunity Fund in connection with a number of extremely sophisticated transactions including domestic and international joint ventures and strategic partnerships, acquisition of hotel properties, construction and development of Marriott branded hotels, Florida condominiums and documiniums, acquisition of office complexes in Paris, and the acquisition of one of the largest NYC parking owner/operators.
2005
German Funds - Restructuring
Restructuring of multi-tiered, affiliated German syndication funds acquiring assets throughout the United States.
German Funds - Restructuring
Restructuring of multi-tiered, affiliated German syndication funds acquiring assets throughout the United States.
2008
Top Rank - Manny Pacquiao v. David Diaz
Representation of Top Rank in the Manny Pacquiao v. David Diaz WBC lightweight championship bout, Mandalay Bay Resort & Casino, Las Vegas, June 28, 2008, distributed by HBO Pay-Per-View Telecast.
Top Rank - Manny Pacquiao v. David Diaz
Representation of Top Rank in the Manny Pacquiao v. David Diaz WBC lightweight championship bout, Mandalay Bay Resort & Casino, Las Vegas, June 28, 2008, distributed by HBO Pay-Per-View Telecast.
2008
Top Rank - Kelly Pavlik v. Gary Lockett
Representation of Top Rank in the Kelly Pavlik v. Gary Lockett WBC/WBO middleweight championship bout, Boardwalk Hall, Atlantic City, June 7, 2008, distributed by HBO Championship Boxing.
Top Rank - Kelly Pavlik v. Gary Lockett
Representation of Top Rank in the Kelly Pavlik v. Gary Lockett WBC/WBO middleweight championship bout, Boardwalk Hall, Atlantic City, June 7, 2008, distributed by HBO Championship Boxing.
2008
Venture Capital Firm - DIP Financing
Representation of a mid-sized venture capital firm in connection with a secured credit facility to a debtor-in-possession in a Chapter 11 bankruptcy case in the United States Bankruptcy Court for the District of Delaware. The debtor/borrower is one of our client's portfolio companies involved in the healthcare sector. In addition to being the DIP lender, our client is also a pre-petition lender to, and holds a majority equity interest in, the debtor.
Venture Capital Firm - DIP Financing
Representation of a mid-sized venture capital firm in connection with a secured credit facility to a debtor-in-possession in a Chapter 11 bankruptcy case in the United States Bankruptcy Court for the District of Delaware. The debtor/borrower is one of our client's portfolio companies involved in the healthcare sector. In addition to being the DIP lender, our client is also a pre-petition lender to, and holds a majority equity interest in, the debtor.
2008
Financing Subsidiary - Credit Default
Representation of a financing subsidiary of a major Wall Street firm in the negotiations and a settlement of a defaulted credit facility.
Financing Subsidiary - Credit Default
Representation of a financing subsidiary of a major Wall Street firm in the negotiations and a settlement of a defaulted credit facility.
2008
Money Center Bank - $25 Million Facility
Representation of a money center bank in a $25 million asset-based senior secured revolving credit facility of a specialty apparel retailer and distributor.
Money Center Bank - $25 Million Facility
Representation of a money center bank in a $25 million asset-based senior secured revolving credit facility of a specialty apparel retailer and distributor.
2008
Japanese Financial Services Company - Microprocessor Company Investment
We represented a leading Japanese financial services company in its Series A Preferred investment in a fabless microprocessor company that provides multi-core processor solutions for the embedded multimedia market.
Japanese Financial Services Company - Microprocessor Company Investment
We represented a leading Japanese financial services company in its Series A Preferred investment in a fabless microprocessor company that provides multi-core processor solutions for the embedded multimedia market.
2008
Private Equity Fund - Investment in Technology Company
Representation of a Cayman Islands-based private equity fund in a $1 million Series B investment in a California developer and manufacturer of wireless audio and video home networking multimedia technology products.
Private Equity Fund - Investment in Technology Company
Representation of a Cayman Islands-based private equity fund in a $1 million Series B investment in a California developer and manufacturer of wireless audio and video home networking multimedia technology products.
2008
St. Eve International - Asset Sale
Representation of St. Eve International, Inc., a leading supplier of women's undergarments, women's sleepwear and children's apparel, in its asset sale to Russell-Newman, Inc. The combined entity will be one of the largest intimate apparel companies in the world, supplying most major retailers.
St. Eve International - Asset Sale
Representation of St. Eve International, Inc., a leading supplier of women's undergarments, women's sleepwear and children's apparel, in its asset sale to Russell-Newman, Inc. The combined entity will be one of the largest intimate apparel companies in the world, supplying most major retailers.
2008
Hedge Fund - Investment in Pre-Settlement Financing Companies
Representation of a large hedge fund in the first step of a $175+ million investment in two companies developing an integrated business product platform to increase their market position in the law firm pre-settlement financing market. The capital structure will include a $25 million senior credit facility for the group invested in, a $25 million senior subordinate credit facility to a new company that will develop the integrated business product platform, a $125 million senior facility for that new company, and a $3 million equity investment.
Hedge Fund - Investment in Pre-Settlement Financing Companies
Representation of a large hedge fund in the first step of a $175+ million investment in two companies developing an integrated business product platform to increase their market position in the law firm pre-settlement financing market. The capital structure will include a $25 million senior credit facility for the group invested in, a $25 million senior subordinate credit facility to a new company that will develop the integrated business product platform, a $125 million senior facility for that new company, and a $3 million equity investment.
2008
Sindicatum Carbon Capital - Green Private Equity Fund
Representation of Sindicatum Carbon Capital, an institutionally backed joint venture management company, in establishing a Cayman Islands-based private equity fund formed to make global investments in greenhouse gas reduction projects intended to generate tradable carbon credits pursuant to international treaty mechanisms.
Sindicatum Carbon Capital - Green Private Equity Fund
Representation of Sindicatum Carbon Capital, an institutionally backed joint venture management company, in establishing a Cayman Islands-based private equity fund formed to make global investments in greenhouse gas reduction projects intended to generate tradable carbon credits pursuant to international treaty mechanisms.
2008
Silverleaf Capital Group - European Real Estate Fund Formation
Representation of Silverleaf Capital Group in forming a Malta based private equity fund to invest in real estate development projects in Croatia, Montenegro and Serbia. We worked with the fund's management and other service providers to structure the fund and draft offering documents and related agreements, and to customize the fund's structure to meet investor demands.
Silverleaf Capital Group - European Real Estate Fund Formation
Representation of Silverleaf Capital Group in forming a Malta based private equity fund to invest in real estate development projects in Croatia, Montenegro and Serbia. We worked with the fund's management and other service providers to structure the fund and draft offering documents and related agreements, and to customize the fund's structure to meet investor demands.
2007
Pan-Pacific - Sale of the Company
Representation of the stockholders of Pan-Pacific Enterprises, Inc., the largest independent distributor of medical X-ray tubes in China, in the sale of the company to Varian Medical Systems, Inc., a publicly traded company.
Pan-Pacific - Sale of the Company
Representation of the stockholders of Pan-Pacific Enterprises, Inc., the largest independent distributor of medical X-ray tubes in China, in the sale of the company to Varian Medical Systems, Inc., a publicly traded company.
2008
Private Equity Fund - Real Estate Fund Formation
Representation of a private equity fund in the formation of a real estate fund for investments primarily in Southeastern U.S.
Private Equity Fund - Real Estate Fund Formation
Representation of a private equity fund in the formation of a real estate fund for investments primarily in Southeastern U.S.
2008
Money Center Bank - $100 Million Letter of Credit
Representation of a money center bank in a $100 million standby letter of credit issuance on behalf of a Bermuda reinsurance subsidiary of an international hedge fund.
Money Center Bank - $100 Million Letter of Credit
Representation of a money center bank in a $100 million standby letter of credit issuance on behalf of a Bermuda reinsurance subsidiary of an international hedge fund.
2008
Collateral Agent - Recapitalization
Representation of the collateral agent for the holders of $35 million of secured debentures in a recapitalization of an integrated marketing firm.
Collateral Agent - Recapitalization
Representation of the collateral agent for the holders of $35 million of secured debentures in a recapitalization of an integrated marketing firm.
2008
Dubilier & Company - Bulletin News Investment & Capital Raise
Representation of Dubilier & Company in its investment in Series A Units of Bulletin News, LLC, and in its capital raise to fund the acquisition.
Dubilier & Company - Bulletin News Investment & Capital Raise
Representation of Dubilier & Company in its investment in Series A Units of Bulletin News, LLC, and in its capital raise to fund the acquisition.
2008
Money Center Bank - $125 Million Facility
Representation of a money center bank, as agent, in a syndicated $125 million asset-based senior secured credit facility to a large apparel designer and manufacturer.
Money Center Bank - $125 Million Facility
Representation of a money center bank, as agent, in a syndicated $125 million asset-based senior secured credit facility to a large apparel designer and manufacturer.
2008
Lender - $2 Billion Facility
Representation of one of the lenders in a $2 billion-plus senior secured revolving and term loan credit facility to a large international exchange company.
Lender - $2 Billion Facility
Representation of one of the lenders in a $2 billion-plus senior secured revolving and term loan credit facility to a large international exchange company.
2008
Commercial Bank - Real Estate Holding Company
Representation of a major U.S. commercial bank in a $150 million revolving loan facility to a real estate holding company supported by a guaranty from its parent, a religious corporation.
Commercial Bank - Real Estate Holding Company
Representation of a major U.S. commercial bank in a $150 million revolving loan facility to a real estate holding company supported by a guaranty from its parent, a religious corporation.
2008
Paint Applicator Company - Sale
Representation of a New Jersey-based leading supplier of paint applicator products to the retail industry in connection with its sale to the Gordon Brush Company.
Paint Applicator Company - Sale
Representation of a New Jersey-based leading supplier of paint applicator products to the retail industry in connection with its sale to the Gordon Brush Company.
2008
Insurance Company - CDO Asset Management Company Investment
Representation of an insurance company in the formation of a joint venture CDO asset management company.
Insurance Company - CDO Asset Management Company Investment
Representation of an insurance company in the formation of a joint venture CDO asset management company.
2008
Hildene Capital Management - Master Feeder Fund Formation
Representation of Hildene Capital Management, a private equity fund, in drafting formation documents for onshore and offshore feeder funds as part of a master feeder fund structure for the company. This is a structured finance, credit and special situations fund formed to invest in structured finance securities, direct structured lending, bank debt, high-yield bonds and special situation equity securities of various companies, primarily focusing on small-cap companies (essentially an ABS fund formed to capitalize on opportunities in the current ABS market). We also helped structure the management company and implement employee compensation arrangements.
Hildene Capital Management - Master Feeder Fund Formation
Representation of Hildene Capital Management, a private equity fund, in drafting formation documents for onshore and offshore feeder funds as part of a master feeder fund structure for the company. This is a structured finance, credit and special situations fund formed to invest in structured finance securities, direct structured lending, bank debt, high-yield bonds and special situation equity securities of various companies, primarily focusing on small-cap companies (essentially an ABS fund formed to capitalize on opportunities in the current ABS market). We also helped structure the management company and implement employee compensation arrangements.
2008
Software Company - Going Private
Representation of a publicly traded software company in its transformation into a privately held company. We advised the company and its board of directors of the various securities law, Sarbanes-Oxley Act and corporate/fiduciary implications associated with taking the company private, and helped the company navigate its way through the regulations of the OTC Bulletin Board applicable to withdrawals of shares eligible for quotation.
Software Company - Going Private
Representation of a publicly traded software company in its transformation into a privately held company. We advised the company and its board of directors of the various securities law, Sarbanes-Oxley Act and corporate/fiduciary implications associated with taking the company private, and helped the company navigate its way through the regulations of the OTC Bulletin Board applicable to withdrawals of shares eligible for quotation.
2007-2008
Small Bone Innovations - Private Placement
Representation of Small Bone Innovations in a private placement of approximately $11 million of Series C Preferred Stock.
Small Bone Innovations - Private Placement
Representation of Small Bone Innovations in a private placement of approximately $11 million of Series C Preferred Stock.
2008
Private Equity Fund - Sub-Prime Fund
Representation of a private equity fund in the formation of, and initial investment in, an international opportunity fund that will purchase troubled residential home mortgages, including sub-prime residential home mortgages, and work with each individual borrower to modify the terms so that they are affordable. The fund will then package or securitize the performing mortgages. The operations for this fund may very well be the first large scale private sector cure to the sub-prime debacle and reflects the private sector response advocated by the Chairwoman of the FDIC.
Private Equity Fund - Sub-Prime Fund
Representation of a private equity fund in the formation of, and initial investment in, an international opportunity fund that will purchase troubled residential home mortgages, including sub-prime residential home mortgages, and work with each individual borrower to modify the terms so that they are affordable. The fund will then package or securitize the performing mortgages. The operations for this fund may very well be the first large scale private sector cure to the sub-prime debacle and reflects the private sector response advocated by the Chairwoman of the FDIC.
2008
French Pharma Company - Development Agreement
Representation of a France-based pharmaceutical manufacturer with proprietary drug delivery technology in a collaborative and development agreement of a generic pharmaceutical product to be marketed in the United States.
French Pharma Company - Development Agreement
Representation of a France-based pharmaceutical manufacturer with proprietary drug delivery technology in a collaborative and development agreement of a generic pharmaceutical product to be marketed in the United States.
2007-2008
Drug Developer - Drug Marketing and Distribution
Representation of a scientist/developer of a new drug product licensed to a specialty drug manufacturer for the further development, marketing and distribution in the United States, and in exploring other international business opportunities.
Drug Developer - Drug Marketing and Distribution
Representation of a scientist/developer of a new drug product licensed to a specialty drug manufacturer for the further development, marketing and distribution in the United States, and in exploring other international business opportunities.
2007
Telecommunications Company - Asset Sale
Representation of a telecommunications company, a long-term client, in the sale of its assets and associated entities to an affiliate of a large public company for more than $100 million plus a 25% interest in the newly formed entity. This was a difficult transaction with a complicated structure; some assets were held in the Dominican Republic and subject to local regulations and approvals prior to the sale, and the seller’s business was regulated by the U.S. Federal Communications Commission.
Telecommunications Company - Asset Sale
Representation of a telecommunications company, a long-term client, in the sale of its assets and associated entities to an affiliate of a large public company for more than $100 million plus a 25% interest in the newly formed entity. This was a difficult transaction with a complicated structure; some assets were held in the Dominican Republic and subject to local regulations and approvals prior to the sale, and the seller’s business was regulated by the U.S. Federal Communications Commission.
2007
Managing Director - Executive Compensation Agreement
Representation of the managing director of a full-service global investment banking and securities firm in negotiating an executive contract, including stock options and analysis of restrictive covenants.
Managing Director - Executive Compensation Agreement
Representation of the managing director of a full-service global investment banking and securities firm in negotiating an executive contract, including stock options and analysis of restrictive covenants.
2007
Money Center Bank - $125 Million Facility
Representation of a money center bank, as agent, in a $125 million syndicated senior secured credit facility of a large employee-owned company that manufactures equipment for refining and other heavy industries.
Money Center Bank - $125 Million Facility
Representation of a money center bank, as agent, in a $125 million syndicated senior secured credit facility of a large employee-owned company that manufactures equipment for refining and other heavy industries.
2007
Money Center Bank - Mortgage Sale
Representation of a money center bank in the sale of a mortgage loan made to a not-for-profit private community hospital.
Money Center Bank - Mortgage Sale
Representation of a money center bank in the sale of a mortgage loan made to a not-for-profit private community hospital.
2007
Money Center Bank - $15 Million Facility
Representation of a money center bank in a $15 million secured revolving term loan credit facility involving a recapitalization of a professional media graphics solution provider.
Money Center Bank - $15 Million Facility
Representation of a money center bank in a $15 million secured revolving term loan credit facility involving a recapitalization of a professional media graphics solution provider.
2007
Money Center Bank - $20 Million Facility
Representation of a money center bank in a $20 million senior secured credit facility of a financial advisory firm and international management consultants and its U.S. affiliates.
Money Center Bank - $20 Million Facility
Representation of a money center bank in a $20 million senior secured credit facility of a financial advisory firm and international management consultants and its U.S. affiliates.
2007
Weapons Manufacturer - Leveraged Recapitalization
Representation of a leading military small arms manufacturer in a leveraged recapitalization involving an investment and concurrent mezzanine financing and an amendment to the senior credit facility.
Weapons Manufacturer - Leveraged Recapitalization
Representation of a leading military small arms manufacturer in a leveraged recapitalization involving an investment and concurrent mezzanine financing and an amendment to the senior credit facility.
2007
Fast Food Chain Franchisee - Restaurant Sales
Representation of one of the largest franchisees of a well-known international fast food chain in its real estate, employment, corporate, litigation and insurance matters, including the sale of numerous New York metropolitan area locations.
Fast Food Chain Franchisee - Restaurant Sales
Representation of one of the largest franchisees of a well-known international fast food chain in its real estate, employment, corporate, litigation and insurance matters, including the sale of numerous New York metropolitan area locations.
Ongoing
Sports Franchises - Aircraft Charters
Representation of a number of professional sports franchises in negotiating their aircraft charter contracts and aircraft acquisitions.
Sports Franchises - Aircraft Charters
Representation of a number of professional sports franchises in negotiating their aircraft charter contracts and aircraft acquisitions.
2007
Apparel Designer/Manufacturer - Purchase
Representation of an offshore apparel designer/manufacturer in the purchase of a US fashion designer.
Apparel Designer/Manufacturer - Purchase
Representation of an offshore apparel designer/manufacturer in the purchase of a US fashion designer.
2007
Private Equity Fund - Premium Finance Credit Facility
Representation of a major private equity fund in the structuring of a $35 million revolving credit facility for a major life insurance premium finance company.
Private Equity Fund - Premium Finance Credit Facility
Representation of a major private equity fund in the structuring of a $35 million revolving credit facility for a major life insurance premium finance company.
2007
Jared Kushner - New York Observer Acquisition
Representation of Jared Kushner in his acquisition of a controlling interest in The New York Observer, a New York-based weekly newspaper focusing on the city's culture, real estate, media, politics and the entertainment and publishing industries.
Jared Kushner - New York Observer Acquisition
Representation of Jared Kushner in his acquisition of a controlling interest in The New York Observer, a New York-based weekly newspaper focusing on the city's culture, real estate, media, politics and the entertainment and publishing industries.
2007
Inverness Medical Innovations - Acquisition
Representation of Inverness Medical Innovations, a publicly traded medical device company, in its stock acquisition of a manufacturer and distributor of home testing medical products.
Inverness Medical Innovations - Acquisition
Representation of Inverness Medical Innovations, a publicly traded medical device company, in its stock acquisition of a manufacturer and distributor of home testing medical products.
2007
SportsNet New York - Term Loan Facility
Representation of a major regional sports network in a $200 million syndicated term loan facility and related joint venture matters with its two major cable television joint venture partners.
SportsNet New York - Term Loan Facility
Representation of a major regional sports network in a $200 million syndicated term loan facility and related joint venture matters with its two major cable television joint venture partners.
2007
Private Equity Fund - Real Estate Joint Venture
Representation of a major private equity fund in a $50 million joint venture with respect to the development and financing of real estate projects primarily in New Jersey.
Private Equity Fund - Real Estate Joint Venture
Representation of a major private equity fund in a $50 million joint venture with respect to the development and financing of real estate projects primarily in New Jersey.
2007
Financial Institution - Fund Management
Representation of a major financial institution in the management of a registered "fund of managers" and in the distribution of the fund shares through a broker wrap program.
Financial Institution - Fund Management
Representation of a major financial institution in the management of a registered "fund of managers" and in the distribution of the fund shares through a broker wrap program.
2007
Textile Company - Sale
Representation of a producer and distributor of flame adhesive laminated textiles, in connection with the sale of substantially all of its assets.
Textile Company - Sale
Representation of a producer and distributor of flame adhesive laminated textiles, in connection with the sale of substantially all of its assets.
2007
MGM Transport - Sale of the Company
Representation of stockholders of MGM Transport Corporation, a nationwide furniture trucking and warehouse company based in High Point, NC, in connection with their sale of MGM to CF Holding Company, Inc.
MGM Transport - Sale of the Company
Representation of stockholders of MGM Transport Corporation, a nationwide furniture trucking and warehouse company based in High Point, NC, in connection with their sale of MGM to CF Holding Company, Inc.
2007
ABD Capital Management - Domestic Fund Restructuring
Representation of a hedge fund in the restructuring of a domestic fund that trades in natural gas futures, weather derivatives and other energy-related commodities. In addition to the fund documents, we advised the manager on amending his commodity pool operator registration exemption with the CFTC and the requalification of the fund's existing investors under the new exemption.
ABD Capital Management - Domestic Fund Restructuring
Representation of a hedge fund in the restructuring of a domestic fund that trades in natural gas futures, weather derivatives and other energy-related commodities. In addition to the fund documents, we advised the manager on amending his commodity pool operator registration exemption with the CFTC and the requalification of the fund's existing investors under the new exemption.
2007
ARC Stone Capital - Indian Equity Markets Fund
Representation of a hedge fund in establishing a master feeder fund to invest in the Indian equity markets. We coordinated and structured offshore and domestic feeder funds investing through a Mauritius master fund, and also implemented sub-advisory arrangements with an Indian based research firm.
ARC Stone Capital - Indian Equity Markets Fund
Representation of a hedge fund in establishing a master feeder fund to invest in the Indian equity markets. We coordinated and structured offshore and domestic feeder funds investing through a Mauritius master fund, and also implemented sub-advisory arrangements with an Indian based research firm.
2007
Foreign Lender - Loan Restructuring
Representation of a foreign lender in the restructuring of a $150 million mezzanine loan to an investment fund, including re-capitalization of certain fund platforms and the sale of certain fund assets.
Foreign Lender - Loan Restructuring
Representation of a foreign lender in the restructuring of a $150 million mezzanine loan to an investment fund, including re-capitalization of certain fund platforms and the sale of certain fund assets.
2007
Investor Group - Acquisition
Representation of an investor group in its acquisition of QuikPark, New York City's fifth largest parking garage portfolio.
Investor Group - Acquisition
Representation of an investor group in its acquisition of QuikPark, New York City's fifth largest parking garage portfolio.
2007
Unilever - Custom Dry Products Sale
Representation of Unilever in connection with the sale of its Custom Dry Products business to Kerry America, a unit of Kerry Group PLC.
Unilever - Custom Dry Products Sale
Representation of Unilever in connection with the sale of its Custom Dry Products business to Kerry America, a unit of Kerry Group PLC.
2007
Unilever - Custom Frozen Products Sale
Representation of Unilever in connection with the sale of its Custom Frozen Products business to Siméus Foods International, a portfolio company of Levine Leichtman Capital Partners.
Unilever - Custom Frozen Products Sale
Representation of Unilever in connection with the sale of its Custom Frozen Products business to Siméus Foods International, a portfolio company of Levine Leichtman Capital Partners.
2007
Marathon/Reckson Executive Joint Venture - SL Green/Reckson Merger
Representation of a joint venture between Marathon Real Estate Opportunity Fund and senior Reckson executives in six separate transactions in the multi-billion dollar merger between SL Green and Reckson Associates Realty Corp., including an asset acquisition, the formation of a joint venture, two acquisition financings, an asset sale, and a mezzanine financing.
Marathon/Reckson Executive Joint Venture - SL Green/Reckson Merger
Representation of a joint venture between Marathon Real Estate Opportunity Fund and senior Reckson executives in six separate transactions in the multi-billion dollar merger between SL Green and Reckson Associates Realty Corp., including an asset acquisition, the formation of a joint venture, two acquisition financings, an asset sale, and a mezzanine financing.
2007
Commercial Bank - New Markets Tax Credit Financing
Representation of a commercial bank in connection with a New Markets Tax Credit financing arrangement under the New Markets Tax Credits Program authorized by the Community Renewal Tax Relief Act of 2000. The bank made a term loan to and an equity investment in, an SPV, which used the proceeds to make an equity investment in a "community development entity" ("CDE"). The CDE then made a loan to, and an equity investment in, a "qualified active low income community business." The business used the proceeds of the loan to acquire and develop property at 126th Street and Lexington Avenue, Manhattan.
Commercial Bank - New Markets Tax Credit Financing
Representation of a commercial bank in connection with a New Markets Tax Credit financing arrangement under the New Markets Tax Credits Program authorized by the Community Renewal Tax Relief Act of 2000. The bank made a term loan to and an equity investment in, an SPV, which used the proceeds to make an equity investment in a "community development entity" ("CDE"). The CDE then made a loan to, and an equity investment in, a "qualified active low income community business." The business used the proceeds of the loan to acquire and develop property at 126th Street and Lexington Avenue, Manhattan.
2007
Commercial Lender - Airport Concessionaire Financing
Representation of a commercial lender in a $20 million senior secured revolving credit facility (with a sub-limit for letters of credit) to an operator of food concessions (restaurants, bars and food courts) at airports including JFK, LaGuardia, Boston and O'Hare. The borrower used the proceeds of the facility to refinance existing debt and for working capital purposes.
Commercial Lender - Airport Concessionaire Financing
Representation of a commercial lender in a $20 million senior secured revolving credit facility (with a sub-limit for letters of credit) to an operator of food concessions (restaurants, bars and food courts) at airports including JFK, LaGuardia, Boston and O'Hare. The borrower used the proceeds of the facility to refinance existing debt and for working capital purposes.
2007
Commercial Bank - Medical Services Company Financing
Representation of a commercial bank as the sole lender in a $35 million senior secured credit facility (consisting of a $25 million term loan facility and a $10 million revolving facility with a sub-limit for letters of credit) to a company that provides services and products to medical practices that specialize in the infertility industry and varicose veins industry. The borrower's services including finance, administration, information systems, marketing and research. The borrower will use the proceeds to finance the acquisition of a varicose vein clinic company, to refinance and repay existing debt, and for working capital purposes.
Commercial Bank - Medical Services Company Financing
Representation of a commercial bank as the sole lender in a $35 million senior secured credit facility (consisting of a $25 million term loan facility and a $10 million revolving facility with a sub-limit for letters of credit) to a company that provides services and products to medical practices that specialize in the infertility industry and varicose veins industry. The borrower's services including finance, administration, information systems, marketing and research. The borrower will use the proceeds to finance the acquisition of a varicose vein clinic company, to refinance and repay existing debt, and for working capital purposes.
2007
Private Bank - $100 Million Credit Facility
Representation of a private bank as a facility agent in a $100 million credit facility to an Israeli company that owns interests in financial institutions, real estate and infrastructures, sustainable investments, technology and industrial activity. The company used the proceeds to finance outstanding loans and for working capital purposes. The transaction was structured to minimize withholding taxes required under Israeli law and to allow for additional lenders.
Private Bank - $100 Million Credit Facility
Representation of a private bank as a facility agent in a $100 million credit facility to an Israeli company that owns interests in financial institutions, real estate and infrastructures, sustainable investments, technology and industrial activity. The company used the proceeds to finance outstanding loans and for working capital purposes. The transaction was structured to minimize withholding taxes required under Israeli law and to allow for additional lenders.
2007
Money Center Bank - $75 Million Facility
Representation of a money center bank in a $75 million unsecured uncommitted credit facility to a clearing house operator for national and international broker-dealers.
Money Center Bank - $75 Million Facility
Representation of a money center bank in a $75 million unsecured uncommitted credit facility to a clearing house operator for national and international broker-dealers.
2007
Investment Bank - Music Publisher Acquisition
Representation of an investment bank in its potential acquisition of a major music publishing company - the largest transaction in the history of the music publishing industry.
Investment Bank - Music Publisher Acquisition
Representation of an investment bank in its potential acquisition of a major music publishing company - the largest transaction in the history of the music publishing industry.
2007
Luxury Candy Retailer - Co-Branding and Supply Agreement
Representation of a well-known New York City candy retailer in negotiating an exclusive co-branding and supply agreement with a famous contemporary clothing company.
Luxury Candy Retailer - Co-Branding and Supply Agreement
Representation of a well-known New York City candy retailer in negotiating an exclusive co-branding and supply agreement with a famous contemporary clothing company.
2007
Major League Hockey Enterprise - Real Time Scoring and Video Systems
Representation of a major league hockey enterprise in negotiating new real time scoring and video delivery systems. Herrick helped craft a series of creative technology deals that will enable the league to pull live video and real-time game video, audio, and statistical data and feed it back to a central hub for distribution in real time to other arenas, broadcasters, websites, cell phones, and wherever else the league can capitalize on that content.
Major League Hockey Enterprise - Real Time Scoring and Video Systems
Representation of a major league hockey enterprise in negotiating new real time scoring and video delivery systems. Herrick helped craft a series of creative technology deals that will enable the league to pull live video and real-time game video, audio, and statistical data and feed it back to a central hub for distribution in real time to other arenas, broadcasters, websites, cell phones, and wherever else the league can capitalize on that content.
2007
Hollinger International - Investment Monetization
Representation of Hollinger International, a major international newspaper company which owns more than 400 titles, in connection with its efforts to monetize certain of its venture capital and private equity investments.
Hollinger International - Investment Monetization
Representation of Hollinger International, a major international newspaper company which owns more than 400 titles, in connection with its efforts to monetize certain of its venture capital and private equity investments.
2007
Plainfield Asset Management - Asprey
Representation of Plainfield Asset Management LLC in a joint venture that acquired the luxury retailer Asprey through an equity investment and concurrent senior and senior subordinated debt facilities.
Plainfield Asset Management - Asprey
Representation of Plainfield Asset Management LLC in a joint venture that acquired the luxury retailer Asprey through an equity investment and concurrent senior and senior subordinated debt facilities.
2007
French Pharma Company - U.S. Market Entry
Representation of a France-based pharmaceutical manufacturer in structuring its entry into the U.S. market, seeking to reduce or minimize exposure for a business whose principal products have higher-than-average exposure to products liability claims.
French Pharma Company - U.S. Market Entry
Representation of a France-based pharmaceutical manufacturer in structuring its entry into the U.S. market, seeking to reduce or minimize exposure for a business whose principal products have higher-than-average exposure to products liability claims.
2007
Generic Drug Developer - Development Joint Venture
Representation of a generic drug formulation developer with expertise in developing, manufacturing, testing and packaging finished pharmaceutical products, in connection with a joint venture product development agreement, a royalty sharing derived from manufacture, and the distribution of the finished pharmaceutical product.
Generic Drug Developer - Development Joint Venture
Representation of a generic drug formulation developer with expertise in developing, manufacturing, testing and packaging finished pharmaceutical products, in connection with a joint venture product development agreement, a royalty sharing derived from manufacture, and the distribution of the finished pharmaceutical product.
2007
U.S. Investor - Israeli Clean Tech Fund
Representation of a U.S. investor in Israeli-focused clean technology "green" funds, including the negotiation of side letters.
U.S. Investor - Israeli Clean Tech Fund
Representation of a U.S. investor in Israeli-focused clean technology "green" funds, including the negotiation of side letters.
2007
Private Foundation - Drug Research
Representation of a private foundation in connection with university-sponsored research in China into chemical syntheses and manufacturing of chemical products to make high quality, affordable drug products.
Private Foundation - Drug Research
Representation of a private foundation in connection with university-sponsored research in China into chemical syntheses and manufacturing of chemical products to make high quality, affordable drug products.
2007
Private Equity Fund - Asset Sale
Representation of a private equity fund in its sale of business assets involving broadcast television licenses.
Private Equity Fund - Asset Sale
Representation of a private equity fund in its sale of business assets involving broadcast television licenses.
2007
Medical Practice - Equipment License
Representation of a professional medical practice in connection with the license and turnkey delivery of nuclear cardiology imaging equipment and operation.
Medical Practice - Equipment License
Representation of a professional medical practice in connection with the license and turnkey delivery of nuclear cardiology imaging equipment and operation.
2007
Major League Baseball Team - Private Placement
Representation of a Major League Baseball team in a private placement of $41 million of variable rate senior notes.
Major League Baseball Team - Private Placement
Representation of a Major League Baseball team in a private placement of $41 million of variable rate senior notes.
2007
Major League Baseball Franchises - Lending and Debt Restructuring
Representation of several Major League Baseball franchises in a variety of lending and debt restructuring matters, including a $120 million loan payoff, a $40 million restructuring, a $45 million term loan, and a unique $55 million mezzanine facility.
Major League Baseball Franchises - Lending and Debt Restructuring
Representation of several Major League Baseball franchises in a variety of lending and debt restructuring matters, including a $120 million loan payoff, a $40 million restructuring, a $45 million term loan, and a unique $55 million mezzanine facility.
2007
Private Equity Fund - Investments
Representation of Plainfield Asset Management in Series B Round investment and Series C Round investments in a well-known payments system startup company.
Private Equity Fund - Investments
Representation of Plainfield Asset Management in Series B Round investment and Series C Round investments in a well-known payments system startup company.
2007
Real Estate Company - Tennessee and Louisiana Acquisitions
Representation of subsidiaries of a major real estate company in joint ventures formed with affiliates of an investment bank to acquire shopping malls and commercial real estate in Tennessee and Louisiana.
Real Estate Company - Tennessee and Louisiana Acquisitions
Representation of subsidiaries of a major real estate company in joint ventures formed with affiliates of an investment bank to acquire shopping malls and commercial real estate in Tennessee and Louisiana.
2007
Hedge Fund - Music Acquisition Financing
Representation of a Connecticut-based hedge fund and a Wall Street investment bank in connection with their joint acquisition financing and restructuring of a secured multi-draw term loan facility. A portion of the proceeds were used by the borrower, a global music publisher, to acquire an interest in the song catalogs of Kurt Cobain, John Lennon, Daryl Hall & John Oates; Holly Knight, an accomplished musician and songwriter who has written hits for Tina Turner, Pat Benatar and Aerosmith; Six Degrees; Blue October; The Matrix; and Daniel Johnston, among others.
Hedge Fund - Music Acquisition Financing
Representation of a Connecticut-based hedge fund and a Wall Street investment bank in connection with their joint acquisition financing and restructuring of a secured multi-draw term loan facility. A portion of the proceeds were used by the borrower, a global music publisher, to acquire an interest in the song catalogs of Kurt Cobain, John Lennon, Daryl Hall & John Oates; Holly Knight, an accomplished musician and songwriter who has written hits for Tina Turner, Pat Benatar and Aerosmith; Six Degrees; Blue October; The Matrix; and Daniel Johnston, among others.
2007
Small Bone Innovations - Medical Device License
Representation of Small Bone Innovations in the exclusive license of the "Hexapod," a lower limb fixation product, from Litos Gmbh.
Small Bone Innovations - Medical Device License
Representation of Small Bone Innovations in the exclusive license of the "Hexapod," a lower limb fixation product, from Litos Gmbh.
2007
Commercial Bank - Credit Facility
Representation of a leading commercial bank as the sole lender in a senior secured term credit facility to an investment manager of three real estate opportunity funds. The transaction required amending a previous facility to coordinate the payments, conditions and covenants of the two facilities.
Commercial Bank - Credit Facility
Representation of a leading commercial bank as the sole lender in a senior secured term credit facility to an investment manager of three real estate opportunity funds. The transaction required amending a previous facility to coordinate the payments, conditions and covenants of the two facilities.
2007
R6 Capital Management - PIK Loan
Representation of R6 Capital Management L.P. in a $15 million PIK loan to Sports Capital Holdings (St. Louis) LLC, the owner of the St. Louis Blues Hockey Club. The loan, which is fully subordinated to a syndicated revolver and term loan, required the consent of the National Hockey League and the lenders under the senior syndicated facilities.
R6 Capital Management - PIK Loan
Representation of R6 Capital Management L.P. in a $15 million PIK loan to Sports Capital Holdings (St. Louis) LLC, the owner of the St. Louis Blues Hockey Club. The loan, which is fully subordinated to a syndicated revolver and term loan, required the consent of the National Hockey League and the lenders under the senior syndicated facilities.
2006
Condominium Developer - Construction Financing
Representation of one of Florida’s largest condominium developers in a $300 million construction loan facility for eight condominium projects together with a corporate restructuring and a simultaneous $90 million buyout of a major joint venture partner.
Condominium Developer - Construction Financing
Representation of one of Florida’s largest condominium developers in a $300 million construction loan facility for eight condominium projects together with a corporate restructuring and a simultaneous $90 million buyout of a major joint venture partner.
2006
Data-Com Telecommunications - Business Divorce
Representation of a 50% shareholder of a large regional telecommunications company in its business divorce.
Data-Com Telecommunications - Business Divorce
Representation of a 50% shareholder of a large regional telecommunications company in its business divorce.
2006
Bondee Enterprises - Mina Fuel Acquisition in Bankruptcy
Representation of Bondee Enterprises Inc. in its acquisition of the assets of Mina's Fuel Oil Co., Inc. and Big City Petroleum Transport, Inc., New York based distributors of home heating oil and service.
Bondee Enterprises - Mina Fuel Acquisition in Bankruptcy
Representation of Bondee Enterprises Inc. in its acquisition of the assets of Mina's Fuel Oil Co., Inc. and Big City Petroleum Transport, Inc., New York based distributors of home heating oil and service.
2006
Corporate Restructurings
Representation of special committees, CEOs and companies in corporate recapitalizations and restructurings.
Corporate Restructurings
Representation of special committees, CEOs and companies in corporate recapitalizations and restructurings.
2006
Director - Executive Compensation Agreement
Representation of a director of a full-service global investment banking and securities firm in negotiating an executive contract including stock options and restrictive covenants.
Director - Executive Compensation Agreement
Representation of a director of a full-service global investment banking and securities firm in negotiating an executive contract including stock options and restrictive covenants.
2006
Small Bone Innovations - Series B Financing
Representation of SBI in its private placement of Series B Preferred Stock.
Small Bone Innovations - Series B Financing
Representation of SBI in its private placement of Series B Preferred Stock.
2006
Public Company - Convertible Notes Exchange
Representation of a NASDAQ-listed public company in exchanging $49 million of outstanding convertible notes for common stock.
Public Company - Convertible Notes Exchange
Representation of a NASDAQ-listed public company in exchanging $49 million of outstanding convertible notes for common stock.
2006
Public Company - Public Offering
Representation of a NASDAQ-listed public company in a public offering of 1.5 million shares pursuant to a share lending program.
Public Company - Public Offering
Representation of a NASDAQ-listed public company in a public offering of 1.5 million shares pursuant to a share lending program.
2006
Public Company - Rule 144A Offering
Representation of a NASDAQ-listed public company in a Rule 144A offering of $57 million of convertible perpetual preferred stock.
Public Company - Rule 144A Offering
Representation of a NASDAQ-listed public company in a Rule 144A offering of $57 million of convertible perpetual preferred stock.
2006
Global Brokerage Firm - Proposed $100 Million Acquisition
Representation of a global brokerage firm in its proposed $100 million acquisition of a New York-based brokerage firm. Both were registered broker-dealers and the transaction featured broker-dealer regulation and compliance issues, NASD (now FINRA) issues, and Hart-Scott-Rodino compliance.
Global Brokerage Firm - Proposed $100 Million Acquisition
Representation of a global brokerage firm in its proposed $100 million acquisition of a New York-based brokerage firm. Both were registered broker-dealers and the transaction featured broker-dealer regulation and compliance issues, NASD (now FINRA) issues, and Hart-Scott-Rodino compliance.
2006
Waldor Insurance Agency - Sale
Representation of Waldor Insurance Agency, a retail insurance agency which serves the general commercial property and casualty insurance needs of clients throughout New Jersey and surrounding states, in its acquisition by publicly owned Brown & Brown.
Waldor Insurance Agency - Sale
Representation of Waldor Insurance Agency, a retail insurance agency which serves the general commercial property and casualty insurance needs of clients throughout New Jersey and surrounding states, in its acquisition by publicly owned Brown & Brown.
2006
Xtreme Information - Acquisition of Market Access International, Inc.
Representation of a foreign portfolio company of a private equity fund in its acquisition of a major U.S.-based media monitoring company specializing in real-time advertising and global competitive intelligence.
Xtreme Information - Acquisition of Market Access International, Inc.
Representation of a foreign portfolio company of a private equity fund in its acquisition of a major U.S.-based media monitoring company specializing in real-time advertising and global competitive intelligence.
2006
New York Yankees - New Stadium Financing
Representation of the Yankees in the issuance of $960 million of municipal tax-free and taxable bonds by the New York City Industrial Development Agency, which will finance the lease of the site and construction of a new, state-of-the-art stadium. We leveraged the firm's broad expertise in real estate, construction, corporate and tax disciplines to complete this innovative financing structure.
New York Yankees - New Stadium Financing
Representation of the Yankees in the issuance of $960 million of municipal tax-free and taxable bonds by the New York City Industrial Development Agency, which will finance the lease of the site and construction of a new, state-of-the-art stadium. We leveraged the firm's broad expertise in real estate, construction, corporate and tax disciplines to complete this innovative financing structure.
2006
Impala Partners - RGIS Acquisition
Representation of Impala Partners in its acquisition of a controlling interest in RGIS, a 40,000 employee mid-west inventory management solutions company, the largest in the world.
Impala Partners - RGIS Acquisition
Representation of Impala Partners in its acquisition of a controlling interest in RGIS, a 40,000 employee mid-west inventory management solutions company, the largest in the world.
2006
Horizon Telecom - Securities and Reorganization Issues
Representation of Horizon Telecom, a publicly traded facilities-based telecommunications carrier that provides voice and data services to commercial, residential and local market segments, in connection with its securities law issues and the reorganization of its wireless personal communications service provider subsidiary.
Horizon Telecom - Securities and Reorganization Issues
Representation of Horizon Telecom, a publicly traded facilities-based telecommunications carrier that provides voice and data services to commercial, residential and local market segments, in connection with its securities law issues and the reorganization of its wireless personal communications service provider subsidiary.
2006
Commercial Bank - New Markets Tax Credit Financing
Representation of a commercial bank in connection with a New Markets Tax Credit financing arrangement. The bank made a term loan to an SPV, which used the proceeds to make an equity investment in a "community development entity," ("CDE"), which in turn made loans to a "qualified active low income community business" to acquire and rehabilitate a 30,000 square foot building in The Bronx, New York.
Commercial Bank - New Markets Tax Credit Financing
Representation of a commercial bank in connection with a New Markets Tax Credit financing arrangement. The bank made a term loan to an SPV, which used the proceeds to make an equity investment in a "community development entity," ("CDE"), which in turn made loans to a "qualified active low income community business" to acquire and rehabilitate a 30,000 square foot building in The Bronx, New York.
2006
Channel Islands JV - Structured Credit Management
Representation of a joint venture based in the Channel Islands and New York in its formation. The new company will manage CDOs and other structured credit products.
Channel Islands JV - Structured Credit Management
Representation of a joint venture based in the Channel Islands and New York in its formation. The new company will manage CDOs and other structured credit products.
2006
Real Estate Fund - Refinancing
Representation of a Real Estate Fund in the refinancing of a leveraged credit facility.
Real Estate Fund - Refinancing
Representation of a Real Estate Fund in the refinancing of a leveraged credit facility.
2006
Computer Generated Solutions - DMS Technology Acquisition
Representation of Computer Generated Solutions, Inc., a leading provider of software, systems integration, eLearning and outsourcing to organizations worldwide, in connection with its acquisition of DMS Technology Solutions LLC (d/b/a Altara), a Microsoft Dynamics partner recognized as one of the Top 10 Microsoft Dynamics partners worldwide.
Computer Generated Solutions - DMS Technology Acquisition
Representation of Computer Generated Solutions, Inc., a leading provider of software, systems integration, eLearning and outsourcing to organizations worldwide, in connection with its acquisition of DMS Technology Solutions LLC (d/b/a Altara), a Microsoft Dynamics partner recognized as one of the Top 10 Microsoft Dynamics partners worldwide.
2006
Arthur Schuman - Grater Acquisition
Representation of Arthur Schuman, Inc., an importer and manufacturer of cheese, in connection with its acquisition of substantially all the assets of Grater, Inc.
Arthur Schuman - Grater Acquisition
Representation of Arthur Schuman, Inc., an importer and manufacturer of cheese, in connection with its acquisition of substantially all the assets of Grater, Inc.
2005 - 2006
Agent Banks - Secured Facility and New Stadium Financing
Representation of two agent banks in connection with a $225 million facility for the owner of a leading Major League Baseball franchise. The facility is secured by a pledge of 99% of the equity interest in the franchise holder. We later represented the agent banks in connection with granting the required consent for the financing of a new stadium for the team.
Agent Banks - Secured Facility and New Stadium Financing
Representation of two agent banks in connection with a $225 million facility for the owner of a leading Major League Baseball franchise. The facility is secured by a pledge of 99% of the equity interest in the franchise holder. We later represented the agent banks in connection with granting the required consent for the financing of a new stadium for the team.
2006
Rockwood Realty Associates - Sale to DTZ Holdings
Representation of Rockwood Realty Associates in the sale of 50% of its equity interests to DTZ Holdings plc, a British public company, in a transaction that formed a global joint venture providing real estate brokerage and capital markets services.
Rockwood Realty Associates - Sale to DTZ Holdings
Representation of Rockwood Realty Associates in the sale of 50% of its equity interests to DTZ Holdings plc, a British public company, in a transaction that formed a global joint venture providing real estate brokerage and capital markets services.
2006
Private Equity Fund - Flexible Investment Fund
Representation of a middle-market-oriented private equity fund with a model that allows investors to opt in or out of specific proposed investment transactions.
Private Equity Fund - Flexible Investment Fund
Representation of a middle-market-oriented private equity fund with a model that allows investors to opt in or out of specific proposed investment transactions.
2006
OTC Hedging Service - Market Formation
Representation of a hedging service for over-the-counter commodities in forming a unique credit-enhanced automated trading market in a joint venture with an affiliate of Bechtel Corporation.
OTC Hedging Service - Market Formation
Representation of a hedging service for over-the-counter commodities in forming a unique credit-enhanced automated trading market in a joint venture with an affiliate of Bechtel Corporation.
2006
Sega - Merger
Representation of Sega Corporation in its bid to merge its U.S. and European operations with a U.S. game software manufacturer.
Sega - Merger
Representation of Sega Corporation in its bid to merge its U.S. and European operations with a U.S. game software manufacturer.
2006
Private Equity Fund - Manufacturer Restructuring
Representation of a global private equity fund in the restructuring of, and additional investment in, a leading US manufacturer of automotive and truck axles.
Private Equity Fund - Manufacturer Restructuring
Representation of a global private equity fund in the restructuring of, and additional investment in, a leading US manufacturer of automotive and truck axles.
2006
Plainfield Asset Management - Westside Transload / Transload America
Representation of Plainfield Asset Management, one of the leading private equity firms in the United States, in its investment in operators of solid waste transfer stations on federally regulated railroad property. We protected our client’s minority equity position in these operators by implementing stockholders’ agreements with broad super-majority approval provisions, and helped navigate federal and state environmental regulations and federal pre-emption issues.
Plainfield Asset Management - Westside Transload / Transload America
Representation of Plainfield Asset Management, one of the leading private equity firms in the United States, in its investment in operators of solid waste transfer stations on federally regulated railroad property. We protected our client’s minority equity position in these operators by implementing stockholders’ agreements with broad super-majority approval provisions, and helped navigate federal and state environmental regulations and federal pre-emption issues.
2005
Concord Associates - Empire Acquisition
Representation of Concord Associates, L.P. in its announced merger agreement and subsequent termination with Empire Resorts, Inc. involving the issuance of approximately 40% of the outstanding common stock of NASDAQ-listed Empire Resorts, Inc., in exchange for real property on the site of the Grossinger's Hotel and the Concord Hotel in the Catskill mountain region of New York.
Concord Associates - Empire Acquisition
Representation of Concord Associates, L.P. in its announced merger agreement and subsequent termination with Empire Resorts, Inc. involving the issuance of approximately 40% of the outstanding common stock of NASDAQ-listed Empire Resorts, Inc., in exchange for real property on the site of the Grossinger's Hotel and the Concord Hotel in the Catskill mountain region of New York.
2005
Old London Foods - Sale
Representation of Old London Foods, the maker of Melba toast, and its stockholders in their sale of all the issued and outstanding stock to Nonni's Food Company.
Old London Foods - Sale
Representation of Old London Foods, the maker of Melba toast, and its stockholders in their sale of all the issued and outstanding stock to Nonni's Food Company.
2005
New York Yankees - Online Sweepstakes
Representation of the New York Yankees in two online sweepstakes in conjunction with a major electronics corporation, including drafting the sweepstakes official rules and winners' affidavits and assisting with the bonding/security requirements.
New York Yankees - Online Sweepstakes
Representation of the New York Yankees in two online sweepstakes in conjunction with a major electronics corporation, including drafting the sweepstakes official rules and winners' affidavits and assisting with the bonding/security requirements.
Ongoing
Private Bank - Credit Facility For Real Estate Family
Representation of a major private bank in connection with a $200 million revolving credit loan and letter of credit facility for an entity owned by members of a prominent New York real estate family. The facility is secured by pledges of equity and economic interests with respect to nine major Manhattan office buildings, as well as a collectively assigned note and mortgage with respect to one of the properties.
Private Bank - Credit Facility For Real Estate Family
Representation of a major private bank in connection with a $200 million revolving credit loan and letter of credit facility for an entity owned by members of a prominent New York real estate family. The facility is secured by pledges of equity and economic interests with respect to nine major Manhattan office buildings, as well as a collectively assigned note and mortgage with respect to one of the properties.
2005
Horizon Telecom - Going Private Transaction
Representation of Horizon Telecom, a U.S. telecommunications company, in structuring a going-private transaction engineered through a series of reverse and forward stock splits. The transaction involved the submission of detailed securities law filings which were reviewed and commented upon by the SEC, and required a fairness opinion from a major investment banking firm.
Horizon Telecom - Going Private Transaction
Representation of Horizon Telecom, a U.S. telecommunications company, in structuring a going-private transaction engineered through a series of reverse and forward stock splits. The transaction involved the submission of detailed securities law filings which were reviewed and commented upon by the SEC, and required a fairness opinion from a major investment banking firm.
2005
Real Estate Company - DHD Windows & Doors Leveraged Buyout
Representation of a privately held real estate company in a leveraged buyout of the exclusive distributor in the Northeastern United States of one of the country’s largest window and door manufacturers, including negotiation of the acquisition financing and the acquisition of real property for its new corporate headquarters.
Real Estate Company - DHD Windows & Doors Leveraged Buyout
Representation of a privately held real estate company in a leveraged buyout of the exclusive distributor in the Northeastern United States of one of the country’s largest window and door manufacturers, including negotiation of the acquisition financing and the acquisition of real property for its new corporate headquarters.
2005
Private Equity Fund - Hedge Fund Loan
Representation of a private equity fund in making a loan to a hedge fund for liquidity purposes, secured by the hedge fund’s securities portfolio.
Private Equity Fund - Hedge Fund Loan
Representation of a private equity fund in making a loan to a hedge fund for liquidity purposes, secured by the hedge fund’s securities portfolio.
2005
Hedge Fund - Distressed CDO Acquisition
Representation of a hedge fund in its accumulation of a controlling position in the securities of a financially stressed CDO, and in the subsequent liquidation of the CDO.
Hedge Fund - Distressed CDO Acquisition
Representation of a hedge fund in its accumulation of a controlling position in the securities of a financially stressed CDO, and in the subsequent liquidation of the CDO.
2005
Major Hedge Fund - Internet Investments
Representation of a billion-dollar hedge fund in its acquisition of controlling interests in, and restructurings and/or liquidations of, more than a dozen internet-related companies around the world in a two-year period.
Major Hedge Fund - Internet Investments
Representation of a billion-dollar hedge fund in its acquisition of controlling interests in, and restructurings and/or liquidations of, more than a dozen internet-related companies around the world in a two-year period.
2005
HQ Global Workplaces - Loan Restructurings
Representation of HQ Global Workplaces, then the leading executive office suite company in the world, in its Chapter 11 bankruptcy proceedings including DIP financing and successfully restructuring the company.
HQ Global Workplaces - Loan Restructurings
Representation of HQ Global Workplaces, then the leading executive office suite company in the world, in its Chapter 11 bankruptcy proceedings including DIP financing and successfully restructuring the company.
2005
Pirate Capital - Proxy Contest
Representation of a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.
Pirate Capital - Proxy Contest
Representation of a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.
2005
Gem Company - Credit Facility
Representation of a gem company in a senior secured credit facility secured by rough diamonds located throughout the world.
Gem Company - Credit Facility
Representation of a gem company in a senior secured credit facility secured by rough diamonds located throughout the world.
2005
Dubilier & Company - Acquisition of DC Safety Sales
Representation of Dubilier & Company and other investors in connection with the acquisition and refinancing of DC Safety Sales Co., the leading supplier of OEM first aid kits.
Dubilier & Company - Acquisition of DC Safety Sales
Representation of Dubilier & Company and other investors in connection with the acquisition and refinancing of DC Safety Sales Co., the leading supplier of OEM first aid kits.
2005
Broadband Maritime - Recapitalization and Investment
Representation of Broadband Maritime Inc. in their recapitalization and Series A Round investment.
Broadband Maritime - Recapitalization and Investment
Representation of Broadband Maritime Inc. in their recapitalization and Series A Round investment.
2004-2005
Small Bone Innovations - Corporate Transactions
Representation of a small bone orthopedics company in its $42.2 million venture capital transaction; credit facility; joint ventures and strategic alliances and numerous acquisitions and licensing transactions.
Small Bone Innovations - Corporate Transactions
Representation of a small bone orthopedics company in its $42.2 million venture capital transaction; credit facility; joint ventures and strategic alliances and numerous acquisitions and licensing transactions.
2004
DOV Pharmaceutical - Elan Joint Venture
Representation of DOV Pharmaceutical, Inc. in connection with its joint venture and related debt and equity financing with Elan Corporation, PLC., a Public Limited Company based in Ireland.
DOV Pharmaceutical - Elan Joint Venture
Representation of DOV Pharmaceutical, Inc. in connection with its joint venture and related debt and equity financing with Elan Corporation, PLC., a Public Limited Company based in Ireland.
2004
Testpak - Sale of Stock
Representation of Tespak, a privately held pharmaceutical packaging company, in connection with the sale of all of its issued and outstanding stock.
Testpak - Sale of Stock
Representation of Tespak, a privately held pharmaceutical packaging company, in connection with the sale of all of its issued and outstanding stock.
2004
Sports Company - Billion-Dollar Reorganization
Counsel to a premier integrated sports and media company in its billion-dollar ownership reorganization and restructuring.
Sports Company - Billion-Dollar Reorganization
Counsel to a premier integrated sports and media company in its billion-dollar ownership reorganization and restructuring.
2004
Reckson Strategic Venture Partners - Student Housing
Representation of Reckson Strategic Venture Partners, LLC in connection with the spin-off of its student housing business into, and $220 million initial public offering by, American Campus Communities, Inc. We also represented RSVP in connection with its acquisition of 100% of the equity interests in a preeminent real estate development company that develops "oasis" providing food, fuel and rest facilities along major highways.
Reckson Strategic Venture Partners - Student Housing
Representation of Reckson Strategic Venture Partners, LLC in connection with the spin-off of its student housing business into, and $220 million initial public offering by, American Campus Communities, Inc. We also represented RSVP in connection with its acquisition of 100% of the equity interests in a preeminent real estate development company that develops "oasis" providing food, fuel and rest facilities along major highways.
2004
Private Investment Firm - Investment Restructuring
Representation of a private investment firm with over $325 million of capital under management, in restructuring its investment in a major producer of labels for companies throughout the world.
Private Investment Firm - Investment Restructuring
Representation of a private investment firm with over $325 million of capital under management, in restructuring its investment in a major producer of labels for companies throughout the world.
2003
Sun-Times Media Group - News Communications Investment
Representation of Sun-Times Media Group, an alliance between Hollinger International Inc., a NYSE listed company, and James A. Finkelstein, founder of The National Law Journal, in connection with joint equity investment in News Communications, Inc. an OTCBB listed company and publisher of The Hill and Dan’s Papers.
Sun-Times Media Group - News Communications Investment
Representation of Sun-Times Media Group, an alliance between Hollinger International Inc., a NYSE listed company, and James A. Finkelstein, founder of The National Law Journal, in connection with joint equity investment in News Communications, Inc. an OTCBB listed company and publisher of The Hill and Dan’s Papers.
2003
Deutsche Waggonbau - Long Island Railroad
Representation of Deutsche Waggonbau, the largest manufacturer of passenger cars in the world, in orchestrating the business, legal, regulatory and technical aspects of the $250 million project to supply the Long Island Rail Road with state-of-the-art railcars.
Deutsche Waggonbau - Long Island Railroad
Representation of Deutsche Waggonbau, the largest manufacturer of passenger cars in the world, in orchestrating the business, legal, regulatory and technical aspects of the $250 million project to supply the Long Island Rail Road with state-of-the-art railcars.
2003
Finance Company - Lottery Winnings Securitization
Finance Company - Lottery Winnings Securitization
Representation of a New York-based finance company in connection with the securitization of lottery winnings.
2003
HQ Global Workplaces - Sale of the Company
Representation of HQ Global Workplaces in its acquisition by Frontline Capital Group.
HQ Global Workplaces - Sale of the Company
Representation of HQ Global Workplaces in its acquisition by Frontline Capital Group.
2002
Unilever Technology Ventures Advisory Company - Venture Capital
Representation of Unilever Technology Ventures Advisory Company LLC, an investment fund, in its formation and related investment advisory arrangement, and subsequent investments in technology-based start-up entities and venture capital funds. This fund is affiliated with Unilever NV.
Unilever Technology Ventures Advisory Company - Venture Capital
Representation of Unilever Technology Ventures Advisory Company LLC, an investment fund, in its formation and related investment advisory arrangement, and subsequent investments in technology-based start-up entities and venture capital funds. This fund is affiliated with Unilever NV.
2002
CashZone - Raffle
Representation of CashZone, a retail financial services company that provides check cashing and bill paying, in structuring a raffle.
CashZone - Raffle
Representation of CashZone, a retail financial services company that provides check cashing and bill paying, in structuring a raffle.
2002
Consumer Products Manufacturer - Licensing and Distribution in Korea
Representation of an international consumer products company in its retail distribution system in South Korea, including trademark licensing, development of retail outlets and shops, and wholesale product distribution.
Consumer Products Manufacturer - Licensing and Distribution in Korea
Representation of an international consumer products company in its retail distribution system in South Korea, including trademark licensing, development of retail outlets and shops, and wholesale product distribution.
2002
HQ Global Workplaces - Formation
Representation of HQ Global Workplaces, a flexible office suite company, in its formation by an alliance between Reckson Realty Associates Corp., Frontline Capital Group and affiliates of Halpern Realty. HQ Global Workplaces grew from six executive office centers to one of the largest flexible executive office suite companies in the world.
HQ Global Workplaces - Formation
Representation of HQ Global Workplaces, a flexible office suite company, in its formation by an alliance between Reckson Realty Associates Corp., Frontline Capital Group and affiliates of Halpern Realty. HQ Global Workplaces grew from six executive office centers to one of the largest flexible executive office suite companies in the world.
2002
Reckson Associates Realty Corp. - Telecommunications Agreements
Representation of Reckson Associates Realty Corp., a real estate investment trust, in the alliance between Reckson Realty Corp. and OnSite Access, Inc. to provide building centric telecommunications systems to premier properties.
Reckson Associates Realty Corp. - Telecommunications Agreements
Representation of Reckson Associates Realty Corp., a real estate investment trust, in the alliance between Reckson Realty Corp. and OnSite Access, Inc. to provide building centric telecommunications systems to premier properties.
2001
Acquisition of Automotive Emission Testing Company
Representation of a U.S. subsidiary of a public company based in Barcelona, Spain whose primary business is the distribution and treatment of water in its acquisition of all the issued and outstanding shares of stock of a Massachusetts-based company that was engaged in the business of developing technology and methodologies for improving testing of automotive emissions and designing, implementing, managing and operating vehicle inspection stations in the United States.
Acquisition of Automotive Emission Testing Company
Representation of a U.S. subsidiary of a public company based in Barcelona, Spain whose primary business is the distribution and treatment of water in its acquisition of all the issued and outstanding shares of stock of a Massachusetts-based company that was engaged in the business of developing technology and methodologies for improving testing of automotive emissions and designing, implementing, managing and operating vehicle inspection stations in the United States.
2001
FrontLine Capital - Vantas/HQ Global Merger
Representation of FrontLine Capital in connection with the merger of Vantas and HQ Global Workplaces into a billion-dollar executive office suite company.
FrontLine Capital - Vantas/HQ Global Merger
Representation of FrontLine Capital in connection with the merger of Vantas and HQ Global Workplaces into a billion-dollar executive office suite company.
2001
Sports TV Network - Formation
Formation and organization of a high profile, 24-hour cable sports television network.
Sports TV Network - Formation
Formation and organization of a high profile, 24-hour cable sports television network.
2000
The Carson Group, Inc. - Sale
We represented The Carson Group, Inc. and its shareholders in its sale to The Thomson Corporation, a Canadian corporation. The transaction presented numerous anti-trust and M&A issues as Carson and Thomson were the market leaders in Carson's business.
The Carson Group, Inc. - Sale
We represented The Carson Group, Inc. and its shareholders in its sale to The Thomson Corporation, a Canadian corporation. The transaction presented numerous anti-trust and M&A issues as Carson and Thomson were the market leaders in Carson's business.
1999
Computer Hardware Manufacturer - Merger
Counsel to a New York Stock Exchange listed computer hardware manufacturer in connection with its merger, which created the largest independent provider of computer storage systems for storage area networks and the Internet.
Computer Hardware Manufacturer - Merger
Counsel to a New York Stock Exchange listed computer hardware manufacturer in connection with its merger, which created the largest independent provider of computer storage systems for storage area networks and the Internet.
1999
Sporting Goods Chain - Financing
Counsel to a large retail sporting goods chain in its long term and working capital financing facility with several money center financial institutions.
Sporting Goods Chain - Financing
Counsel to a large retail sporting goods chain in its long term and working capital financing facility with several money center financial institutions.
1999
Beverage Distributor - Joint Venture
Representation of a large domestic beverage distributor in its joint venture transaction with another large beverage distributor consolidating their Mid-Atlantic operations.
Beverage Distributor - Joint Venture
Representation of a large domestic beverage distributor in its joint venture transaction with another large beverage distributor consolidating their Mid-Atlantic operations.
1999
Dutch Internet Company - Strategic Investment
Representation of a Netherlands-based internet service provider in its strategic investment in First Mark, a European wireless telecommunications company.
Dutch Internet Company - Strategic Investment
Representation of a Netherlands-based internet service provider in its strategic investment in First Mark, a European wireless telecommunications company.
1998
Vitamin Manufacturer - Reverse Triangular Merger
Counsel to a large vitamin manufacturer in a multimillion dollar reverse triangular merger with a publicly traded manufacturer and distributor of vitamins and health products.
Vitamin Manufacturer - Reverse Triangular Merger
Counsel to a large vitamin manufacturer in a multimillion dollar reverse triangular merger with a publicly traded manufacturer and distributor of vitamins and health products.
1998
Coffee and Tea Company - Private Placement and Acquisition
Representation of a coffee and tea distribution business in its private placement and acquisition of the capital stock of another large specialty coffee and tea producer and distributor.
Coffee and Tea Company - Private Placement and Acquisition
Representation of a coffee and tea distribution business in its private placement and acquisition of the capital stock of another large specialty coffee and tea producer and distributor.
1998
Fashion Designer - Financial Restructuring
Representation of a high fashion apparel designer/manufacturer in the restructuring of its debt and equity, including cancellation of institutional debt, new factoring arrangements and a joint venture with an overseas manufacturer.
Fashion Designer - Financial Restructuring
Representation of a high fashion apparel designer/manufacturer in the restructuring of its debt and equity, including cancellation of institutional debt, new factoring arrangements and a joint venture with an overseas manufacturer.
1998
Film Equipment Company - Equity Offering
Representation of a leading manufacturer of film and lighting equipment for the motion picture industry, and its selling stockholders, in connection with a $30 million secondary equity offering; a $15 million equity offering; and a $9 million secondary equity offering. (Prior firm experience)
Film Equipment Company - Equity Offering
Representation of a leading manufacturer of film and lighting equipment for the motion picture industry, and its selling stockholders, in connection with a $30 million secondary equity offering; a $15 million equity offering; and a $9 million secondary equity offering. (Prior firm experience)
1997
Commercial Bank - Limo Service Financing
Representation of a commercial bank in financing the acquisition of an international limousine service.
Commercial Bank - Limo Service Financing
Representation of a commercial bank in financing the acquisition of an international limousine service.
1997
Real Estate Private Equity Fund - Formation
Representation of a major real estate company in forming a $300 million equity fund to acquire controlling interests in real estate operating companies.
Real Estate Private Equity Fund - Formation
Representation of a major real estate company in forming a $300 million equity fund to acquire controlling interests in real estate operating companies.
Private Equity Fund - Environmental Fund
Representation of a private equity fund in its formation of National Resources, a $100 million equity fund to acquire, remediate and dispose of environmentally troubled real estate.
Representation of a private equity fund in its formation of National Resources, a $100 million equity fund to acquire, remediate and dispose of environmentally troubled real estate.
Reckson Strategic Venture Partners - Formation
Representation of RSVP in its formation. RSVP is a $300 million equity fund that acquires controlling interests in real estate operating companies.
Representation of RSVP in its formation. RSVP is a $300 million equity fund that acquires controlling interests in real estate operating companies.
Overseas Consortium - Energy Trading
Representation of a major American company in forming an overseas consortium to trade energy in Central Europe.
Representation of a major American company in forming an overseas consortium to trade energy in Central Europe.
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