Matters

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.

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.

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.

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.

Real Estate Advisory Firm – Equity Investment Advice

Represented a real estate advisory firm regarding company structures in several real estate investments.

Emmes Capital LLC – LLC Agreement for Financial District Building Acquisition

Represented Emmes Capital LLC in negotiation of an LLC agreement for the purchase of real estate at 61 Broadway.

Legends Hospitality – New Technology Investment

Represented Legends Hospitality in a proposed investment in software that consolidates sports franchise data.

World Freerunning & Parkour – Internal Restructuring

Represented World Freerunning & Parkour Federation in internal restructuring and in providing general corporate advice.

Real Estate Advisory – Investment Management Amendment

Represented a real estate investment advisory and property management company in the restructuring of investment advisor success fees.

Strategic Check – Non-Recourse Financings

Represented Strategic Check regarding form and substance of non-recourse financings for athletes based on assignments of substantial compensation revenues.

Real Estate Advisory – Employee Stock Incentive Plan

Represented a real estate investment advisory and property management company in the restructuring of its employee stock incentive plan.

New World Realty Advisors – Golf Club Ownership Transfer

Represented New World Realty Advisors, a premier real estate advisory firm, in connection with transferring golf club operations to a not-for-profit organization.

Real Estate Investor – Employment Agreement

Represented client in connection with negotiation of an employment agreement with an investment fund.

Privately Held Business – Industrial Facility Development

Represented privately held waste-hauling and storage business in connection with the development of a waste treatment and disposal facility, to be located adjacent to a waste-to-energy industrial facility, that will provide for the transfer, treatment and processing of medical waste.

Secured Term Loan

Represented the holding company of a minor league base baseball team in a multi-million dollar secured term loan.

Asset Management Company – IP Matters

Represented an asset management company in connection with its IP matters.

M&A Advisory – Polish Company Listing

Representation of an M&A advisory firm in developing a strategy to access the US public exchange as a foreign private issuer either by listing shares on the NYSE or issuing and listing ADRs.

Silas Capital – Portfolio Investment Sale

Represented Silas Capital, a venture capital and private equity firm, in the sale of a portfolio investment, including the negotiation of applicable indemnities, representations and warranties.

Money Center Bank – CLO Program Development

Represented a money center bank in developing a collateralized loan obligation program to recycle national real estate mortgage loans and warehouse loans, including advice on structuring, tax matters and bank regulatory matters.

Private Equity – Venture Capital Fund

Represented a private equity firm in establishing a semi-independent venture capital fund platform, including the negotiation of the terms of the venture capital fund platform documents and related compensation and governance issues.

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.

Investment Advisor/Property Managment Co – Regulatory Analysis

Represented a real estate investment advisory and property management company in establishing a presence in California and related tax analysis.

Lanco Corporation – Contract Dispute

Represented Lanco Corporation, a supplier of metal finishing and waste treatment equipment, in connection with a contract dispute by its freight forwarder and customs broker regarding an extension of credit and general lien.

Mitchell Best Homes LLC – Joint Venture

Represented Mitchell Best Homes LLC in connection with a joint venture with institutional investors for real estate housing developments.

Plainfield Asset Management – Portfolio Company Sales

Represented Plainfield Asset Management in connection with the sale of several portfolio companies.

Emmes Capital LLC – Regulatory Advice

Represented Emmes Capital LLC in providing regulatory advice on investment advisor, commodity trading, swaps and Dodd-Frank regulations.

Balfour Investors Inc. – Cleancor Joint Venture

Represented domestic and foreign private equity investors affiliated with Balfour Investors Inc. (“Balfour”) in the formation of Cleancor Energy Solutions LLC (“Cleancor”) joint venture. Cleancor is an energy merchant bank focusing on financing for and investment in clean-fuel start-up or early stage enterprises, technologies, infrastructure, logistics services and projects. Balfour is a merchant bank whose principals have acquired assets across a multitude of industries for more than 35 years.

Formation of New York Bakery Group LLC

Represented New York Bakery Group LLC, a high-end bakery business, in its formation, organization, capitalization, and tax structuring. In addition we provided counsel in connection with negotiation of real estate leases and consulting agreements.

Palcap Advisors – Inergex Acquisition

Represented Palcap Advisors in its acquisition of Inergex, LLC, an IT services company, through a stock purchase and subsequent merger.

Small Bone Innovations – Acquisition by Stryker Corporation

Represented Small Bone Innovations in its acquisition by Stryker Corporation, one of the world's leading medical technology companies, in an all-cash transaction valued at up to $375 million.

California Office Building Acquisitions

Represented Emmes Capital LLC in the joint venture acquisition of Class A office buildings located at 701 B Street and 707 Broadway, San Diego, California.

Silas Capital – Built NY Auction

Represented Silas Capital, a venture capital and private equity firm, in the negotiation of letters of intent and a purchase agreement as part of a quasi-auction for the principal assets of a brand design firm. The transaction raised creditor rights and zone of insolvency issues.

Sale of Cashzone Check Cashing Assets

Represented Cashzone Check Cashing Corporation in connection with the sale of all of its assets to PLS Check Cashing Inc.

Zentek Automation US – Employment Release

Represented Zentek Automation US in connection with termination of employee and negotiation of severance agreement.

Strategic Check LLC – Consumer Credit Regulations Advice

Represented Strategic Check LLC in connection with research and advice concerning consumer credit regulations applicable to health care provider financing program.

Strategic Check LLC – Master Participation Agreement

Represented Strategic Check LLC in the preparation of a master participation agreement which will permit investments in non-recourse credit extended to health care providers.

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.

U.S. Commercial Bank – Hylan Credit Facility

Represented a U.S. commercial bank, as lender, in a secured credit facility consisting of a term loan and a revolving loan to Hylan, a fiber optic data communications contractor, to finance a recapitalization resulting in the sale of 50% of the company to a private equity firm. The loans are secured by a first lien on all present and future assets of the borrower.

Private Investment Firm – Venture Capital

Represented large private investor in connection with the preparation and negotiation of terms sheets for complex equity investment in a variety of privately held businesses.

RXR Realty Private Equity Joint Venture

Represented RXR Realty in a joint venture with a prominent private equity firm.

Real Estate Investment Manager – $57.5 Million New Jersey Hotel Financings

Represented a prominent real estate investment management firm on two senior mortgage loan financings aggregating $57.5 million, and secured by full service hotels in East Rutherford and Edison, New Jersey, including issues attendant to the implementation of a multi-million dollar property improvement plan.

Real Estate Family – $500 Million Business Divorce

Represent a member of a prominent real estate family in a business divorce and estate mediation which involved the partition of approximately $500 million in real estate assets previously held by the family-owned business.

InterMedia Partners – Formula One Proposal

Represented InterMedia Partners in a proposal to create the Grand Prix of America Formula One race in Weehawken New Jersey.

Private Equity Firm – Fiber Optic Network Development

Represented private equity investment firm in the arrangement of a joint venture with the objective of expanding fiber optic cable networks in a major municipality.

Venture Capital – Fruit Juice Investment

Represented a venture financing fund in its investment in an early stage fruit juice company.