Matters

Refinancing

Represented one of the nation's largest cheese manufacturers in amending and extending its senior secured asset-based credit facilities into a $114.5 million revolving credit facility and a $5.5 million term loan provided by General Electric Capital Corporation, as administrative agent and as a lender. The proceeds are to be used for general corporate purposes.

Private Lender – Funding Agreements

Represented a financial services company providing loans and financial accommodations to medium-sized and small businesses, in the development of financing forms, including loan participation agreements and receivable purchase agreements. In addition, we are consulting on the development of an off-shore lending facility suitable for non-resident, non-US investors.

Unilever – Sale of TCB, Just For Me, Consort for Men, Motions and Groom & Clean Brands

Represented Unilever in the sale of its TCB, Just For Me, Consort for Men, Motions and Groom & Clean brands to Strength of Nature, a multi-cultural hair care company.

David Maund, Inc. (aptsandlofts.com) – Sale to Citi Habitats

Represented David Maund, Inc. (d/b/a aptsandlofts.com) in its sale to Citi Habitats, a division of The Corcoran Group.

Emmes Group of Companies – Restructuring

Represented Emmes Group of Companies in the completion of the spin-off of Emmes Asset Management Company, renamed Vanbarton Group, and the formation of Emmes Realty Advisors from the existing Emmes entity.

Utah Jazz – Arena Naming Rights

Represented Larry H. Miller Sports & Entertainment (LHMSE), owner of the NBA's Utah Jazz, in a 10-year arena naming rights transaction with smart home provider and technology company Vivint. The 19,911-seat arena will now be known as the Vivint Smart Home Arena.

Legends Hospitality – Technology Investment

Represented Legends Hospitality in an investment in VenueNext, a technology company that provides smartphone-based software that gathers fan metrics and analytics at stadiums, arenas and other large scale entertainment venues.

Formation of Real Estate Debt Fund

Represented real estate investors in the formation and launch of a real estate fund to originate, acquire and service high-yield loans collateralized by real estate or equity interests in real estate owning entities.

Investment Adviser – Loan Review

Review and analysis of senior secured corporate loan investments on behalf of a collateral manager for collateralized debt obligations (CDOs).

Inergex – Acquisition of TREC

Represented Inergex in its acquisition of TREC Corporation and TREC Pacific Corporation, a call center with the base of its operations in the Philippines.

Offshore Investment Fund – Joint Venture

Represented an offshore investment fund in an investment in a joint venture for U.S. commercial real estate development.

Fund Manager – JOBS Act

Represented a fund manager in connection with JOBS Act advice, including new private placement rules.

Real Estate Investor – Acquisition

Represented a real estate investor in the acquisition of a public housing project by merger of two limited partnerships.

RXR Realty – NYC Property Acquisition

Represented RXR Realty in providing advice relating to the acquisition of a New York City property.

Financial Services – Trader Employment Agreement

Represented a financial services firm in the development of an employment agreement template addressing protection of trading algorithms and other proprietary information.

Silas Capital – Investment in LifeFactory

Represented Silas Capital in its investment in LifeFactory, a company involved in the design of safe, modern, and eco-friendly glassware, and glass baby and beverage bottles.

Real Estate Investment Firm – Development of Hotel Branding and Operations Systems

Represented a real estate investment firm in the development of proprietary branding and operations systems for a unique hotel concept involving collaborative work spaces.

Legends Hospitality – One World Observatory IP Rights

Represented Legends Hospitality in the review, assessment and protection of intellectual property rights in various unique One World Observatory visitor installations, including the Sky Pod elevators with wrap around video displays, the See Forever Theater and the City Pulse interactive display.

Surfer Agreement

Represented a premier surf league in the negotiation and development of a form of surfer agreement pertaining to licensing of merchandise, and media and promotional matters for all professional surfers competing in the WSL Championship Tour.

Legends Hospitality – Equity Investment

Represented Legends Hospitality in its equity investment in DraftKings, a leading provider of daily fantasy sports contest services.

Baseball Franchise – Term Loan Facility

Represented a major league baseball franchise in a $4 million unsecured term loan facility provided by a national bank. The proceeds will be used to pay various fees and expenses related to the facility and to finance certain projects.

Acquisition of Fiber Optic Cable System

Represented a group of investors in a joint venture to acquire a fiber optic cable system from a network provider in New York. The transaction included a capital raise and obtaining a new franchise agreement from New York City.

Bounce Media Group – Yacht Charter Agreement

Represented Bounce Media Group, an operator of one of the largest private event yachts in the northeast, in securing its charter for the 2015 season, in executing a contract for its first cruise this year – the June 5 birthday party of famous hip hop artist, Jadakiss, and filing for trademark protection for the BOUNCE BOAT name.

Employment Separation Agreement

Representation of a senior executive of a major hotel chain regarding an employment separation agreement.

Private Lender – Lending Documentation

Represented a finance company in the development of financing forms and in advice on related legal issues.

Top Rank – Floyd Mayweather Jr. v. Manny Pacquiao

Represented Top Rank in the worldwide promotion of one of the most historic meetings of rivals in the ring, the Floyd Mayweather Jr. v. Manny Pacquiao bout, which took place at the MGM Grand in Las Vegas on May 2, 2015. The event was promoted by Mayweather Promotions LLC, Top Rank, Showtime Networks and Home Box Office and telecast live to more than 150 countries outside of the U.S. and Canada.

Lexington Legends Acquisition

Represented a purchaser in the acquisition of the Lexington Legends Minor League Baseball team and the team's home stadium, Whitaker Bank Ballpark. The Lexington Legends, based in Lexington, Kentucky, is an affiliate of the Kansas City Royals.

Legends Hospitality – Live Nation Strategic Partnership

Represented Legends Hospitality in a major strategic partnership with Live Nation to provide concession services at 34 of Live Nation's music venues in North America. The partnership represents one of the largest venue food and beverage contracts in history.

Geneva Art Loan

Represented the Geneva division of a major U.S. bank in a $100 million secured revolving credit facility. The loans are secured by a first lien on a portfolio of artworks owned by a Cayman Islands trust.

Limited Liability Company Joint Venture

Represented client in the formation of a limited liability company to operate as a joint venture for the sourcing of raw diamonds.

Sports Franchise – Bankruptcy Counterparty

Represented a major league baseball franchise as counterparty to an advertising agreement and suite license agreement with debtor in connection with the chapter 11 bankruptcy cases of Caesars Entertainment Operating Company, Inc. and its affiliated debtors.

Sibyl Trading LLC – General Corporate

Represented Sibyl Trading LLC in general corporate matters, including entity formation and advice on its proprietary trading platforms and operation.

Victor Chu & Co. – NYS Energy Efficiency Fund

Represented Victor Chu & Co and its affiliates, in an investment in and management of New York Energy Efficiency Investments, LLC, a fund formed to finance and implement projects meeting the criteria of New York State's energy efficiency program.

U.S. Commercial Bank – Cyber Insurance

Represented a U.S. commercial bank regarding an analysis of its existing cyber insurance policy and advice with respect to policy modifications.

Employment Contract Negotiation

Represented a client in connection with negotiation of employment contract with TPG Capital.

CFG Stadium Group – Soccer Stadium Development

Represented an affiliate of New York City Football Club in the negotiation of a memorandum of understanding with the City of New York for the financing, construction, development and build-out of a new soccer stadium.

Legends Hospitality – Concessions Operations

Represented Legends Hospitality in transactions involving the operation of all food and beverage concessions and premium catering at both Angel Stadium of Anaheim and Tempe Diablo Stadium.

Emmes Capital LLC – 180 Water Street

Represented an affiliate of Emmes Capital in a real estate development joint venture involving partial conversion of office space into residential units.

New York Yankees – BOC SPE Analysis

Analysis of MLB league-wide proposal to provide the Office of the Commissioner of Baseball with greater oversight and involvement in MLB team bankruptcy and other insolvency proceedings.

Hospitality Group – Building Violations

Advise client on matters concerning building violations before the NYC Environmental Control Board and the NTC Criminal Court.

Emmes Capital LLC – Zoning Matters

Represented Emmes Capital in connection with zoning matters for various properties located in New York City and New York State.

Private Investment Firm – Innovative Building Systems LLC

Represented a private investment firm in the acquisition by Innovative Building Systems LLC, the leading custom modular home producer in the U.S., of HandCrafted Homes. The acquisition allowed our client to convert its investment in HandCrafted Homes to a minority ownership interest in IBS.

Top Rank – Manny Pacquiao v. Chris Algieri

Represented Top Rank in the HBO Pay-Per-View worldwide promotion of the Manny Pacquiao v. Chris Algieri world championship title bout held November 22, 2014 at the Cotai Arena in Macau, China.

Medical Exam Firm – Asset Acquisition

Represented an independent medical exam and review firm in its acquisition of independent medical examination software assets from Ohio-based Innova Partners Limited.

Tigrent Inc. – Reverse Merger

Represented Tigrent, Inc., global leader in high-quality and value-based training, conferences, publications, technology-based tools and mentoring to help customers become financially knowledgeable, primarily through its Rich Dad™ Education brand, in a reverse merger into a public shell company that allows Tigrent to be a public company.

Bienville Capital Management – Private Equity Fund Endowment

Represented Bienville Capital Management in the negotiation of a $75 million anchor investment into its Argentina private equity fund by a university endowment and the related restructuring of the fund.

New York Market Radio – General Corporate

General corporate representation of New York Market Radio, a non-profit marketing association supported by the New York area radio stations.

Standard Partners Management LLC – Hedge Fund Formation

Represented Standard Partners Management in the formation of a domestic hedge fund that will invest in undervalued situations across a broad range of asset classes, industries and markets by utilizing its own proprietary fundamental research, sourcing and diligence methodologies.

Doyle New York – Asset Acquisition

Represented Doyle New York in its acquisition of selected assets of Summerfield's of Beverly Hills. We continue to advise Doyle in connection with local licensing and regulatory requirements.