Matters

Global Law Firm – Acquisition Matters

Represent client, a large global law firm, as outside special counsel in antitrust matters, including conducting a Hart-Scott-Rodino Act analysis with respect to the acquisition of a new business line.

NHL Hockey Team – Naming Rights

Represented NHL hockey team as outside counsel in connection with its naming rights transaction.

Yankee Global Enterprises – Acquisition of Equity Interest in YES Network

Represented Yankee Global Enterprises (the “Yankees”) as lead counsel in connection with the Walt Disney Company’s sale of its equity interest in the YES Network to a newly formed investor group. The investor group acquired the 80 percent of the YES Network not already held by the Yankees at a total enterprise value of $3.47 billion.

HappyNest REIT Inc. – Public Offering

Represented HappyNest REIT Inc., a real estate investment trust that provides qualified purchasers the opportunity to invest in a portfolio of commercial real estate assets, in a $50 million public offering pursuant to Regulation A, promulgated under the Securities Act of 1933, as amended.

Kaman Corporation – $700 Million Commercial Financing

Represented Kaman Corporation, a NYSE-listed U.S. defense contractor, in a $700 million revolving and term loan commercial financing transaction.

French Software Company – Acquisitions

Advised French public software company for more than a decade in connection with its United States acquisitions and the U.S. aspects of its international acquisitions.

Canadian Financial Services Company – Acquisitions

Advised a public Canadian-based financial services company on a number of acquisitions in the United States.

Medical Service Provider – Financing

Advised a startup in connection with an internet-based financing business geared toward medical service providers.

Private Equity Group – Acquisitions and Portfolio Company Work

Represented a minority-owned, middle-market private equity group on most of its acquisitions and portfolio company work, including refinancings, follow-on acquisitions, reorganizations and dispositions, as well as on its fundraising activities.

Dutch Pension Fund – Acquisition of Music Catalog

Worked with a major Dutch pension fund and its portfolio company in the $200 million acquisition of the rights to the songs and musicals in one of the largest and best-known music catalogs, which included 12,000 songs, 900 concert works, 100 musicals and 200 writers.

French Private Company – Financings

Represented a French private company and its U.S. holding company on several investment rounds, including a Series D financing, two Series E financings and the U.S. aspects of three venture debt financings at the French level. Represented the company in connection with all U.S. corporate, tax and incentive stock plan matters.

European Rental Car – Business Operations

Advised a major European rental car client in connection with the U.S. aspects of its business.

French Bank – Disposition Activities

Advised a major French bank in connection with its U.S. disposition activities.

French Software Company – U.S. Acquisitions

Advised a French software company in connection with its U.S. acquisitions.

Private Investor – Investments

Represents a private investor on his investments in venture and early-stage companies.

International Food Manufacturing Company – Business Acquisitions

Assisted an international food manufacturing company in many aspects of its business, including in connection with its acquisitions, privacy issues, technology contracts and joint ventures.

Retail Client – Equity Interest and Sale

Advised a retail client in the issuance of an equity interest to its leading supplier and the subsequent sale of that client to that supplier.

Multinational Agricultural Conglomerate – Investment in Equity Fund

Advised a multinational agricultural conglomerate on its investment in a China-based private equity fund.

Private Equity Fund – Acquisitions

Advised a major middle-market private equity fund on a series of acquisitions in a number of industries.

French VC – Investments

Represented a French VC in connection with its U.S. investments.

French Security Company – Acquistions

Represented a private French company in the security industry in connection with its U.S. acquisitions.

French Medical Device Company – U.S. Activities

Represented a French medical device company in connection with its U.S. activities.

Legends Hospitality – Investment by New Mountain Capital

Represented Legends Hospitality, the sports and entertainment joint venture controlled by the New York Yankees and Dallas Cowboys, in a strategic partnership and investment in the company by New Mountain Capital.

VG Growth Partners – Crunchsters

Represented VG Growth Partners in its investment in Crunchsters, an innovative food manufacturer that produces nutritious and organic plant-based snack products.

Legends Hospitality – The Intrepid Marketplace

Represented Legends Hospitality in a joint venture with the Intrepid Air and Space Museum to provide concessions services for a new high-end food market located on the U.S.S. Intrepid.

Credit Facility and Term Loan

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. 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.

EMMES Group of Companies – Restructuring

Represented the 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.

Legends Hospitality – VenueNext

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.

Investment Adviser – Loan Review

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

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.

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, the See Forever Theater and the City Pulse interactive display.

Legends Hospitality – DraftKings 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.

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.

Private Lender – Lending Documentation

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

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.

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.

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.

Senior Executive – Private Equity Firm Employment Contract

Represented a client in employment contract negotiations with private equity firm TPG Capital.

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.

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.