Witness - SEC Action
Representation of a key witness in an SEC lawsuit charging kickbacks, failures to disclose and overvaluing of assets involving the owners of a registered investment adviser which claimed to have had over $130 million in assets under management.
Brokerage Firm President - SEC Action
Representation of the former president and owner of a brokerage firm in post-trial proceedings following an SEC lawsuit involving the alleged employment of a barred person.
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.
Representation of telecom companies, automobile aftermarket companies, an executive office suite company, an investment bank, a debt collection company, an electronics company, a paper mill, several dotcoms, and various investment funds and management companies in their financial restructuring.
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.
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. 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.
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.
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.
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.
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.
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.
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.
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.
National Bank - Sale
Representation of a national bank in its sale to a private equity investment group.
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.
Metropolitan National Bank - Intellectual Property Counsel
Representation of Metropolitan National Bank in all its intellectual property needs. We help the bank register and protect all of its trademarks and service marks, oversee outside trademark litigation counsel when necessary, and negotiate service provider license agreements for banking software and technology solutions.
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 - 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.
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.
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.
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.
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.
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.
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.
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.
Major Bank - Branch Leases
Representation of a major U.S. bank in its retail branch leases throughout New York and New Jersey.
Investment Bank - Ritz Carlton Resort Condominiums
Representation of an investment bank in senior construction financings of resort condominium projects branded by Ritz Carlton in Maui, Hawaii, Rancho Mirage, Philadelphia, and the Turks & Caicos Islands.
Investment Bank - Resort Financings
Representation of an investment bank in the pre-development financing of resort hotel projects in Rancho Mirage California, Bermuda and Rose Island, Bahamas.
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.
Meecorp Capital Markets LLC - Building Acquisition
Representation of an affiliate of Meecorp in the acquisition of 1401 Feehanville Drive, Mount Prospect, IL, a single tenant office building occupied by ITT Educational Services. Financing was provided by Harris Bank, which we recommended to our client.
Commercial Bank - $61 Million Financing
Representation of a commercial bank in connection with a $60.7 million ground lease financing and an $11 million letter of credit The borrower plans to use the funds to rehabilitate a Madison Avenue commercial property.
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.
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.
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.
Mortgage Acquirer - Loan Foreclosure
Representation of a major national mortgage acquirer in its foreclosure on a mortgage loan made to the owner of a luxury hotel in Ohio. The borrower tried to take advantage of recent pro-borrower decisions in state court, arguing that our client had not proved it owned the note and that the borrower had not signed the successor notes into which the original note had been split (pursuant to a modification agreement that the borrower did sign). But waivers of defenses in the forbearance agreements we drafted precluded that argument, and we won the case for our client (including interest and costs) on a motion for summary judgment.
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.
Investment Bank - Resort Financings
Representation of an institutional lender in connection with a $65million acquisition and pre-development loan for the construction of a residential golf community and luxury hotel development in Mexico (2008), and in a development loan in Bermuda (2006).
Investment Banker - FINRA Proceeding
Representation of a former employee of a major investment bank in a FINRA regulatory proceeding on charges that he misappropriated funds from his employer by improperly submitting personal expenses as business-related expenses.
Asset Manager - Apartment Complex Reorganization
Representation of the asset manager for an investment bank in obtaining confirmation of a plan of reorganization jointly filed by our client, as secured creditor, and the debtor, resolving a case involving competing plans of reorganization. The confirmed plan provides for the debtor to repay 25% more than it had sought to pay, and at a higher interest rate over a shorter period.
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.
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 - $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.
Financial Institution - Breach of Fiduciary Duty Defense
Representation of a large financial institution alleged to have breached its duties to a customer in connection with the diversification of a large account. We litigated the matter to a point where it could be settled through mediation on terms very favorable to our client.
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.
Commercial Bank - Real Estate Investment Company Loan
Representation of a major commercial bank in a $7 million revolving loan facility to seven affiliates of a real estate investment company. The facility, which is subject to a borrowing base, is secured by stock, limited liability company membership interests and certain investment accounts, and is personally guaranteed by the sole stockholder of the co-borrowers.
Commercial Bank - Cross-Border Mortgage Dispute
Representation of a commercial bank in connection with a claim by a French entity that it held a commercial mortgage that was senior to our client's $23 million mortgage on a Manhattan hotel. The trial court entered a $242 million judgment of foreclosure in favor of the French entity which, if executed, would have extinguished our client's mortgage lien. On appeal, the Appellate Division reversed the trial court's decision and vacated the foreclosure judgment. We subsequently helped resolve the dispute with our client receiving payment in full.
Investment Bank - Resort Financing
Representation of an investment bank in providing senior acquisition financing for a beachfront resort in Bermuda and resort hotel in Santa Fe, New Mexico.
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 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 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.
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.
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.
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.
Retail Brokerage Branch Manager - NASD Charges
Successful defense of the branch manager of a national retail brokerage firm. Following a hearing, the hearing panel dismissed all of the NASD's charges, including allegations of supervisory failures. The dismissal was upheld on appeal by the NASD to the NASD's National Adjudicatory Council.
Investment Bank - Costa Rica Resort
Representation of a large investment bank in connection with debt and equity investments made with respect to a resort, including golf course, to be constructed on the Pacific coast of Costa Rica.
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.
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.
Wachovia - Northeast Brokerage Center
Representation of Wachovia in the development of its Northeast Brokerage Center. This complicated lease consisted of approximately 400,000 square feet, including adding a floor to the 375 Park Avenue building which required approval of the Landmarks Preservation Commission.
Mizuho Corporate Bank - $1 Billion Mortgage Refinance
Representation of Mizuho Corporate Bank Ltd., largest bank in Japan, in a complex refinancing of approximately $1 billion in mortgage debt encumbering 650 Madison Avenue and 150 East 42nd Street (the Mobil Building) in New York, and 20 North Clark Street in Chicago.
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.
Financial Institution - Junk Bond Dispute Mediation
Representation of a major financial institution in mediating a favorable settlement of a $135 million securities litigation. The plaintiffs alleged that the institution breached its duties as indenture trustee on a large junk bond offering.
Commercial Bank - Derivatives Dispute
Representation of a prominent commercial bank in a dispute involving two multi-million dollar interest rate derivatives transactions. We obtained a judgment in our client's favor from the United States District Court for the Southern District of New York, construing and enforcing the provisions of the I.S.D.A. Master Agreement and Schedule in dispute.
Bank - Lender Liability
Representation of a bank in the successful defense of claims arising out of a massive check-kiting scheme by employees of an insurance company depositor. When the insurance company failed, a court-appointed receiver sought to hold the bank liable for over $250 million in losses resulting from the insurance company’s failure. The District Court dismissed the claims after discovery, and the Second Circuit affirmed the dismissal.
Investment Bank - Finder’s Fee
Representation of a syndicate of Canadian investment banks in the successful defense of claims for fees arising out of a private placement.
Chemical Bank - Usury Claim
Representation of Chemical Bank in a case of first impression in New York holding that the federal Depository Institutions Deregulation and Monetary Control Act of 1980 preempted a corporate borrower's usury defense. We won the case on a motion for summary judgment. Chemical Bank v. 131 West 71st St. Realty Corp., NYLJ, May 24, 1993, p. 1 (Sup. Ct., N.Y. Co.)
Manufacturers Hanover Trust Co. - Note Default Litigation
Representation of Manufacturers Hanover Trust in its suit against a borrower for defaulting on corporate notes. We won the case on a motion for summary judgment. Manufacturers Hanover Trust Co. v. Jayhawk Assoc., 766 F. Supp. 124 (S.D.N.Y. 1991)
UMB Bank & Trust v. PSN Communications
Representation of UMB Bank & Trust in a claim against PSN Communications for default under a promissory note issued by UMB. We won the case on a motion for summary judgment. UMB Bank & Trust Co. v. PSN Communications, 1991 U.S. Dist. LEXIS 5271 (S.D.N.Y. 1991)
Bank - Lender Liability
Representation of a bank in foreclosure proceedings and in the dismissal of lender liability counterclaims.