corporate finance: matters
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.
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).
Stelic Institute & Co. - International Counsel
Designated outside counsel to Stelic Institute & Co., a Tokyo-based bio-venture company specializing in regenerative medicine, in its international legal matters. Stelic is a fast-growing bio-ventures company with scientific research laboratories in the United States, Canada and Japan. Herrick advises Stelic on product and technology licensing matters, international licensing relationships, and on corporate structuring, equity issuance, capital markets, M&A and other matters.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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—Biofuels Manufacturer
Representation of a hedge fund in connection with its debt and equity investments in a biofuels manufacturer based in Latin America.
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.
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 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.
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.
Syndicated Credit Facility - Major U.S. Commercial Bank
Representation of a major U.S. commercial bank as lender in a $200 million bank syndicated club credit facility to one of the major professional sports leagues, the proceeds of which are for working capital and other general corporate purposes.
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.
Syndicated Credit Facility - Major U.S Commercial Bank
Representation of a major U.S. commercial bank as a lender in a senior secured credit facility to the parent company of a NHL franchise. The credit facility consisted of a $55 million revolver and $30 million delayed draw term loan, the proceeds of which were used to acquire the remaining ownership interest in the NHL franchise and for working capital purposes.
National Bank - Sale
Representation of a national bank in its sale to a private equity investment group.
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.
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 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
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Major French Banking Corporation Subsidiaries - Acquisition and Finance
Representation of U.S. subsidiaries of a major French banking corporation in the acquisition of U.S. companies engaged in the commercial fleet leasing of automobiles and light trucks and the financing of U.S. registered yachts and other pleasure craft vessels. These transactions represent the commencement of business in the United States for those companies, thus expanding their large worldwide operations.
National Bank - Construction Company Finance
Representation of a national bank in the financing of a construction company secured by collateral assignments of claims under contracts between the company and U.S. Government agencies.
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.
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.
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.
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.
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.
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.
Institutional Lender - Not-For-Profit School Financing
Representation of an institutional lender in term, construction and revolving credit facilities to a not-for-profit school for the arts. The facilities are secured by prime and collateral mortgages on properties in California and New York.
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.
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.
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.
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.
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.
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.
Representation of special committees, CEOs and companies in corporate recapitalizations and restructurings.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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)