Matters

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.

The Emmes Group of Companies – Venture Capital Financing

Represented The Emmes Group of Companies in the preparation of a convertible note purchase agreement, offering documents and an amended and restated operating agreement in connection with a capital raise.

Legends Hospitality – Miami SkyRise

Represented Legends Hospitality in a joint venture regarding the Miami SkyRise project consisting of an entertainment and observation tower overlooking Biscayne Bay in Miami. Legends is providing consulting, management and hospitality services with respect to the development and operation of the project and will operate the concession once opened.

Equity Ownership and Employment Matter

Represented the president and managing principal in negotiating equity ownership and employment with a high-end real estate investment bank owner/operator.

Regional Sports Network – High-Yield Note Offering Amendment

Represented a regional sports network in an amendment to an indenture with a U.S. bank concerning the issuance of $250 million in senior subordinated notes.

Legends Hospitality – Los Angeles Football Club Concessions Joint Venture

Represented Legends Hospitality in a joint venture with the Los Angeles Football Club (LAFC) to provide concessions services at the team’s new 22,000-seat soccer stadium to be constructed on the site of the Los Angeles Memorial Sports Arena. LAFC is scheduled to begin play in the new stadium in 2018. As part of the joint venture agreement, Legends initially operated the food hall that was on the site of the former arena.

Legends Hospitality – Willis Tower Observation Deck

Represented Legends Hospitality in the provision of design, construction development and management services for the observation deck and other attractions at Willis Tower in Chicago.

POS System Purchase

Represented an affiliate of Legends Hospitality in the purchase of a mobile and Bluetooth-enabled point-of-sale (POS) system for use at stadiums and arenas. The POS system streamlines the purchase process for both the venue and the fans thereby effecting a more seamless experience at a game or concert. 

Cohere Communications – IT Services Management Agreement

Represented Cohere Communications, a cyber security and managed IT services enterprise, in a network management agreement to provide operational services, including the operation of a data and communications network, to certain commercial office buildings located in San Diego via a building telecom and optical infrastructure.

McKinsey & Company – Structural Analysis

Represented McKinsey & Company in a review and analysis of its global organization and in rendering a legal opinion regarding ownership of its subsidiaries and affiliates.

IP, Sponsorship and Capital Raise for Sports Apparel Startup

Representing Q4 America, a start-up performance basketball brand based in Los Angeles that sells sports footwear, apparel and equipment, in intellectual property matters related to the development of a new brand of sneaker, sponsorship matters, athlete endorsements and capital raises.

Dallas Cowboys New Media Platform

Representing Blue Star Operations Services, an affiliate of the Dallas Cowboys, in building out their new media platform.

Vanbarton Group – Acquisition of New York and San Francisco CRE Portfolio

Represented Vanbarton Group in the multi-million dollar acquisition of a portfolio of commercial properties located in New York and San Francisco.

Silas Capital – Investment in Boll & Branch

Represented Silas Capital in its investment in Boll & Branch (B&B), a luxury bedding and linens brand that ethically sources its products. Silas Capital will play an active role in solidifying the company’s position in the emerging direct-to-consumer luxury home textiles category.

Joint Venture – Advance Deposit Wagering Business

Represented New York Racing Association in a joint venture formed to conduct a national advance deposit wagering business.

West Side Project – Naming Rights

Represented a nationally prominent real estate firm, as lead counsel, in structuring and negotiating primary naming rights and secondary cornerstone sponsorship agreements for a mixed-use real estate development project located on the west side of Manhattan, one of the largest private real estate developments in New York City since Rockefeller Center.

Formation of Conduit Limited Liability Company

Represented a real estate investment advisory and property management company in the formation of a conduit limited liability company to facilitate distribution of carried interest from investment fund to employees of investment manager pursuant to an employee incentive compensation plan.

Cybersecurity Regulatory Compliance

Represented a real estate investment advisory and property management company in preparation of comprehensive cybersecurity policies and procedures to ensure compliance with regulatory guidelines.

Electronic Cash-Transaction Payment System Contract

Represented a client in its partnership with an electronic cash-transaction payment system provider that enables its customers with limited access to financial services to make cash payments at local stores.

Software Licensing and Service Agreement

Represented a provider of a web-based, multi-tenant reporting tool that aggregates real estate agent and lender data, in its software licensing and service agreement with a financial services technology provider that specializes in mortgage pipeline risk management.

Cybersecurity Policy

Represented a registered investment advisor in the drafting of its cybersecurity policies and procedures, and the development of a cybersecurity program which included an audit and assessment by an outside consultant. We also advised on the client's Form ADV.

Major League Sports Team – Dismissal of False Advertising Class Action

Successful defense of a major league professional sports team, obtaining pre-motion dismissal of all claims in a high-profile putative class action alleging deceptive trade practices and false advertising in connection with a very large sale of memorabilia.

Major League Baseball Franchise – Contract Dispute

Obtained summary judgment, including dismissal of all claims and recovery on counterclaim for breach of contract, on the district court level on behalf a Major League Baseball franchise in a contract dispute involving advertising and sponsorship rights, and protected judgment on appeal to the Second Circuit.

New York Racing Association – Integrity Counsel

Represented New York Racing Association (NYRA), as Integrity Counsel, in assisting NYRA’s Board of Directors and management in ensuring that NYRA, its officers, employees and operations comply with all the applicable laws and regulations of New York Racing, Pari-Mutuel Wagering and Breeding Law §206(5), and AML and Patriot Act concerns. NYRA holds the exclusive right to conduct racing and pari-mutuel wagering at Aqueduct, Belmont Park and Saratoga Race Courses. We are also assisting NYRA on general corporate and tax-related matters.

$24 Million Equipment Lease Financing

Represented a leading regional sports network in a $24 million equipment lease financing transaction provided by Banc of America Leasing & Capital, LLC.

MetLife Stadium – $650 Million Bond Placement

Represented a special purpose entity that is an affiliate of the New York Jets and the New York Giants in a complex public financing that involved the New Jersey Economic Development Authority and local governments for the new Meadowlands stadium.

New York Yankees – $1.5 Billion Stadium Financing

Represented a special purpose entity that is an affiliate of the New York Yankees in the issuance of municipal tax-free and taxable bonds by the New York City Industrial Development Agency in an aggregate amount of approximately $1.5 billion, which financed the lease of the site and construction of a new, state-of-the-art stadium.

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.

Multinational Insurance and Reinsurance Company – Capital Markets and Regulatory Advice

Ongoing capital markets and regulatory advice to the investment advisory unit of a multinational insurance and reinsurance company.

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.

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 – 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.

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.

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.

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.

Consumer Products – Arbitration

Represented a consumer products company in connection with an arbitration challenging the termination of a senior executive.

RXR Realty – NYC Property Acquisition

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

Legends Hospitality – Equity Investment

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

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.

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.

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.

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.

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.