Matters

Metropolitan National Bank – Intellectual Property Counsel

Represented 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.

MEAG New York – Master Securities Forward Transaction Agreement

Represented MEAG New York Corporation in review and negotiation of master securities forward transaction agreement proposed by Barclays for insurance companies affiliated with MEAG.

$33 Million Restructuring of Credit and Loan Facilities

Represented a major U.S. commercial bank, as lender and agent, in a $33 million restructuring of several revolving credit and term loan facilities secured by 11 real properties located in New York.

Sale of Interest in Syndicated Mortgage Loan

Represented a major U.S. commercial bank in its acquisition and subsequent sale of a $200 million interest in a syndicated mortgage loan secured by a major New York City office building and its substitution as agent for the lenders.

$200 Million Revolving Credit Facility

Represented a major U.S. private bank in the refinancing of a $200 million revolving credit facility secured by the equity interests of a prominent real estate family in nine New York City office buildings.

Term Loan Facility

Represented a U.S. private bank in a $17 million term loan facility secured by a Delaware trust’s equity interests in residential properties and economic interests in several investment funds.

Syndicated Mortgage Loan

Represented a U.S. commercial bank, as agent and lender, in a syndicated mortgage loan and amendment to an asset-based credit facility to increase the commitment to $100 million, admit new lenders and reallocate outstanding loans among lenders.

Non-U.S. Bank – Acquisition and Construction

Represented a major non-U.S. commercial bank in a $65 million acquisition and construction financing for a retail/residential condominium development in lower Manhattan.

Private Bank – Credit Facility for Real Estate Family

Represented a major private bank in 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.

Art Gallery – Asset-Based Loan Facility

Represented 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.

$110 Million Secured Loan

Represented a private bank in a $110 million loan secured by art works and Manhattan real estate.

MEAG New York – Master Securities Forward Transaction Agreement

Represented MEAG New York Corporation in review and negotiation of master securities forward transaction agreement proposed by Citibank NA.

MEAG New York – Master Securities Forward Transaction Agreement

Represented MEAG New York Corporation in review and negotiation of master securities forward transaction agreement proposed by Wells Fargo.

Regional Bank – Litigation Related to Failed Acquisition

Successfully prosecuted a multi-million dollar claim on behalf of a large regional bank stemming from a failed acquisition of the bank. We were able to bring the matter to a swift conclusion through a dispositive motion after minimal discovery and cost.

Non-U.S. Lender – Syndicated Revolving Facilities

Represented the New York branch of a non-U.S. lender, as agent, in a $340 million syndicated revolving loan facility containing a $100 million overdraft credit facility.

$200 Million Bank Syndicated Club Credit Facility

Represented 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.

Commodity Futures Broker – SEC Investigation

Successfully represented a commodity futures broker in an SEC investigation into allegations that the broker participated in a Ponzi scheme fraud perpetrated by a hedge fund manager. Following our Wells submission, the SEC determined not to pursue any enforcement action against our client and closed the investigation.

150,000 Square-Foot Bank Sublease

Represented Mizuho Corporate Bank in its sublease of 150,000 square feet at One State Street Plaza in Manhattan.

Ritz Carlton Resort Condominium Financings

Represented 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.

Securities Broker – Summary Judgment in Raiding Dispute

A broker-dealer and its employees in a "raiding" dispute brought by a rival broker-dealer, including claims of corporate espionage and theft of trade secrets. After a number of the plaintiff's claims were dismissed at the pleading stage, we obtained summary judgment in favor of our clients and dismissal of the remaining causes of action.

Syndicated Loan Facility

Represented 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.

Private Banking Transaction

Represented 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

Loan Restructuring

Represented a U.S. commercial bank in restructuring several loan and intercreditor agreements involving a fashion company, as borrower, and two major banks as lenders.

$100 Million Secured Credit Facility Financing

Represented an alternative lender in a $100 million secured facility to a newly formed provider of personal and small business loans.

Plainfield Asset Management – Restructuring

Represented Plainfield Asset Management in a restructuring of its investment in a regional voice and data services company.

Investment Advisor Act

Represented an investment advisor with regulatory assets under management of approximately $1 billion in Investment Advisor Act matters including filing of an amendment to its Form ADV.

Plainfield Asset Management – Westside Transload / Transload America

Represented Plainfield Asset Management 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.

$20 Million Credit Facility

Represented a major commercial bank, as sole lender, in a $20 million secured line of credit to a trust beneficially owned by a high-net-worth individual, and a related company. The facility is secured by marketable securities and restricted stock.

$650,000+ FINRA Arbitration Award

Secured an FINRA arbitration award of more than $650,000 on behalf of a retail brokerage against the firm’s former clearing house, which was alleged to have unlawfully refused to release the client’s funds. Herrick successfully argued that the termination provision in the standard clearing agreement functioned as a penalty rather than as liquidated damages, and therefore could not be enforced. The FINRA panel also required the clearing house to deliver over 10,000 shares of a NASDAQ traded biotechnology company to our client while dismissing the respondent’s counterclaim.

Global Commodities Trading Firm – NFA Arbitration

Secured the dismissal of all claims against one of the world’s largest commodities trading firms in an arbitration initiated by a customer and brought before the National Futures Association.  Asserting claims of common law fraud, fraud under the Commodity Exchange Act, gross negligence, breach of contract, and breach of fiduciary duty, the customer claimed that it suffered millions of dollars in trading losses allegedly caused by the firm’s negligence in operating an electronic trading platform and related misrepresentations by the firm.

Berenberg Capital Markets – Expansion of U.S. Business

Represented Berenberg Capital Markets, the U.S. broker/dealer subsidiary of one of Europe’s leading privately owned banks, regarding compliance and related matters for expansion of its U.S. business.

$80 Million Asset-Based Credit Facility

Represented a commercial bank, as administrative agent, issuing bank and lender, in amending and restating an existing syndicated, senior secured asset-based credit facility to a company engaged in the apparel business, into an $80 million asset-based credit facility. The proceeds will be used for working capital purposes.

Major Financial Institution – Distressed Loan

Represented a major financial institution in a distressed loan on a shopping center located in New Jersey.

Secured Term Loan

Represented a major financial institution in 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.

Creative Jewelry Financing

Represented 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.

Loan Workout

Represented a 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.

Credit Facility Restructuring

Represented a U.S. commercial bank in restructuring a $20 million credit facility for a prominent restaurant chain.

Specialty Finance Company – Art Lending

Represented a startup specialty lending company to make loans against artwork as collateral, including producing form documentation and discussions concerning credit policy and procedures.

Commercial Bank – Real Estate Holding Company

Represented 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.

Private Bank – $100 Million Credit Facility

Represented 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.

National Securities Corporation – RIVI Opportunity Fund

Represented National Securities Corporation, a leading investment bank and broker/dealer, as placement agent for RIVI Opportunity Fund, which will make investments in precious metal streaming contracts.

Insurance Coverage Dispute – Theft by Armored Car Executives

Representation of a major national bank and its subsidiary in an insurance coverage dispute involving cash transported in armored cars. A unanimous New York State Appellate Division, First Department panel ruled in favor of our clients, finding that the "in transit" clause of the insurance policy also covers theft by the armored car company's executives while the money was in their vault as part of the contracted-for delivery process.

Highbridge Capital Management – Los Angeles Dodgers

Advised Highbridge Capital Management regarding the rules and regulations applicable to Highbridge's $60 million interim bankruptcy financing to the Los Angeles Dodgers. We also advised Highbridge on its proposed long-term $150 million credit facility to the Los Angeles Dodgers.

Fund of Funds Acquisition

Represented the manager of a multi-billion dollar hedge fund in the acquisition of Fairfield Greenwich Funds and in various debt transactions and regulatory matters.

Mezzanine Lenders – $25 Million Facility

Represented mezzanine lenders in a $25 million secured agented mezzanine facility to a Texas developer. Proceeds of the loans were applied to acquire and develop land in Horseshoe Bay, Lano, and Burnet, Texas.

$225 Million Credit Facility for MLB Owner

Represented two agent banks in 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 granting the required consent for the financing of a new stadium for the team.

Hedge Fund – Music Acquisition Financing

Represented a Connecticut-based hedge fund and a Wall Street investment bank in a 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.