Matters

New York Racing Association – NYRA Bets National Betting Platform

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

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.

Hong Kong Asset Mgmt Co. – Foreign Investment in U.S. Real Estate

Represented a Hong Kong-based asset management company in an investment in a joint venture to develop commercial real estate in the United States.

Sports Investor – Lexington Legends MiLB Acquisition

Represented a sports investor in the acquisition of the Kansas City Royals' Class A affiliate Lexington Legends, and the team's home stadium, Whitaker Bank Ballpark.

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.

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.

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.

Doral Bank – Sale of Property Finance Unit

Represented Doral Bank in the sale of the Doral Property Finance Group, including a portfolio of real estate focused loans, to a multi-billion dollar REIT.

Sports Investor Group – Buffalo Bills Acquisition Bid

Represented a final round bidder, a consortium of high-net-worth individuals and institutional investors, in the proposed acquisition of the National Football League's Buffalo Bills, and in related stadium issues and compliance matters with the NFL constitution.

Sterling Equities – Formation of Brooklyn Bolts FXFL Team

Represented Sterling Equities in the joint venture formation of the Brooklyn Bolts, one of four teams in the new Fall Experimental Football League ("FXFL"). The FXFL is a professional football league which serves as a developmental platform for players, coaches and referees.

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.

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.

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.

Yankee Global Enterprises – 21st Century Fox Acquisition of YES Network

Represented the New York Yankees and Yankee Global Enterprises in 21st Century Fox's multi-billion dollar acquisition of a majority stake in the Yankees Entertainment and Sports Network (YES Network). The two-step acquisition raised 21st Century Fox's ownership position in the regional sports network to 80 per cent. The remaining 20 per cent stake continues to be held by Yankee Global Enterprises.

RXR Realty Private Equity Joint Venture

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

Mediware Information Systems – Going Private

Represented Mediware Information Systems, Inc., a leading provider of clinical software solutions, in its acquisition by leading private equity investment firm Thoma Bravo, LLC in a transaction valued at $195 million.

Yankee Global Enterprises – NYY Steakhouse

Represented Yankee Global Enterprises in connection with the opening of a NYY Steakhouse in Times Square. The NYY Steakhouse brand is a joint venture partnership between the New York Yankees and Hard Rock International.

Yankee Global Enterprises – Scranton/Wilkes-Barre Triple A Acquisition

Represented Yankee Global Enterprises and affiliates in the acquisition of franchise rights for the New York Yankees minor league Triple A affiliate based in Scranton/Wilkes-Barre.

Sports Investor Group – San Diego Padres Acquisition Bid

Represented a sports investor group, which included a former Major League Baseball All-Star, in a bid to acquire the San Diego Padres.

Private Equity Firm – Real Estate Portfolio Acquisition

Represented a private equity real estate investment firm in the acquisition of a substantial portfolio of mixed-use, multi-tenanted assets located in the Seattle metropolitan area.

Powers Fastners – Stanley Black & Decker

Represented Powers Fasteners in its successful sale to Stanley Black & Decker Inc. (NYSE:SWK). Powers, founded in 1921 and based in Brewster, NY, is North America’s leading supplier of concrete and masonry anchors and fastening systems.

Emmes Asset Management Company LLC – Acquisition

Represented Emmes Asset Management in connection with the acquisition of a preferred equity interest in Waterside Plaza, a multi-family residential complex on the East River.

Foreign Sports Investor – Bid for English Premier League Club

Represented an investment group led by a prominent foreign investor and nationally-recognized sports industry advisor in connection with a potential bid for an English Premier League football club.

Plainfield Asset Management – Wake Music Catalog

Represented Plainfield in selling the Wake Music Catalog—a catalog of approximately 4,000 songs, including hits by Jennifer Lopez and other internationally renowned recording artists.

Vintus LLC – Distribution Agreement/Asset Acquisition

Represented Vintus LLC (www.vintuswines.com), a New York headquartered importer and marketing company representing fine wines and wineries, in a long-term exclusive U.S. sales, marketing and distributorship agreement with E. Guigal, S.A. In a related transaction, we represented Vintus in the asset acquisition of Ex Cellar Wine Agencies, Inc., the former Guigal importer and distributor of other fine wines in the U.S.

National Bank – Sale

Represented a national bank in its sale to a private equity investment group.

Emmes Asset Management – $100 Million California Office Building Acquisition

Represented Emmes Asset Management Company in connection with a joint venture with the investment arm of a major university system and the $100 million acquisition of a prominent Class A office building in Irvine, California. The transaction also included a multi-million dollar investment by a Japanese corporation investing in U.S. property for the first time.

Amano USA Holdings Inc. – Stock Purchase

Represented Amano USA Holdings, Inc., a subsidiary of a Japanese public company, in its acquisition of the outstanding capital stock of Accu-Time Systems, Inc. Accu-Time designs, manufactures, markets and distributes time and data collection terminals for the time and attendance, payroll clock, shop floor and controlled access marketplace.

Intelsat – Protostar

Represented Intelsat Corporation as successful purchaser of Protostar I satellite for $210 million in bankruptcy auction (D.Del.)

Manufacturing Facility Acquisition

Represented one of the nation's largest manufacturers of cheese in the acquisition of substantially all of the assets of a cheese manufacturing facility, including its real property.

NFL Player – Rolling Stone Restaurant Joint Venture

Represented SFF Investments LLC, which is wholly owned by a current All-Pro NFL player, in a joint venture to create a Rolling Stone-branded restaurant and bar in Hollywood, CA.

Legends Hospitality – Joint Venture Formation

Represented Legends Hospitality LLC - a joint venture among the Yankees, Dallas Cowboys and two private equity firms—in setting up business operations (which include running concession services at stadiums, arenas and other large venues), obtaining necessary permits and authorizations in New York, New Jersey, Pennsylvania, Texas and Florida, and protecting the company's intellectual property rights.

Yankees Collectibles – Memorabilia Auction

Representation of the New York Yankees Partnership in the acquisition from the City of New York of the Old Yankee Stadium seats and bleachers and the agreement with DEMCO, providing for the removal and restoration of such items. Integral to these transactions is the Yankees' joint venture with Steiner Sports to market and sell these and other Yankees-owned memorabilia and collectibles from the old Yankee Stadium. The transaction also involved establishing a Yankees Memorabilia Store at the new Yankees Stadium. The store is a venture of Legends Hospitality, NYYP and Steiner Sports.

New York Yankees – Sponsorship Agreements

Representation of the New York Yankees Partnership in drafting and negotiating sponsorship agreements for the new Yankee Stadium. Two notable sponsors include Standard Parking, the parking garage operator around the new stadium, and Toyota.

Public Financial Services Company – $75 Million Acquisition

Representation of a large, NYSE-traded financial services company in connection with a proposed $75 million acquisition of a privately held financial services and insurance brokerage company.

Boutique Financial Services Firm – Proposed Sale

Representation of a boutique financial services/investment advisory company in its proposed acquisition by a NASDAQ-listed financial services firm.

Arts Foundation – Joint Venture

Represented The European Fine Arts Foundation (TEFAF) in the creation of a joint venture entity with Spring Show NYC LLC. The joint venture will own and operate a Fall and Spring art fair to be held annually at the Park Avenue Armory. TEFAF currently owns and operates the premier art fair in Europe (TEFAF Maastricht) and will be rebranded under the TEFAF brand through a license arrangement we also negotiated. This is a significant matter in the art fair/collector world as TEFAF is the gold standard among art fairs and plans to hold numerous large-scale events in New York in the future.

Rockwood Realty Associates – Sale to DTZ Holdings

Represented Rockwood Realty Associates in the sale of 50% of its equity interests to DTZ Holdings plc, a British public company, in a transaction that formed a global joint venture providing real estate brokerage and capital markets services.

Vitamin Manufacturer – Reverse Triangular Merger

Counsel to a large vitamin manufacturer in a multimillion dollar reverse triangular merger with a publicly traded manufacturer and distributor of vitamins and health products.

Computer Hardware Manufacturer – Merger

Counsel to a New York Stock Exchange listed computer hardware manufacturer in connection with its merger, which created the largest independent provider of computer storage systems for storage area networks and the Internet.

Investors – Internet-Related Investments

Represented investors in acquiring controlling interests in, restructuring and/or liquidating, internet-related companies.

Beverage Distributor – Joint Venture

Representation of a large domestic beverage distributor in its joint venture transaction with another large beverage distributor consolidating their Mid-Atlantic operations.

Coffee and Tea Company – Private Placement and Acquisition

Represented a coffee and tea distribution business in its private placement and acquisition of the capital stock of another large specialty coffee and tea producer and distributor.

Marathon/Reckson Executive Joint Venture – SL Green/Reckson Merger

Represent a joint venture between Marathon Real Estate Opportunity Fund and senior Reckson executives in six separate transactions in the multi-billion dollar merger between SL Green and Reckson Associates Realty Corp., including an asset acquisition, the formation of a joint venture, two acquisition financings, an asset sale, and a mezzanine financing.

Fashion Designer – Financial Restructuring

Representation of a high fashion apparel designer/manufacturer in the restructuring of its debt and equity, including cancellation of institutional debt, new factoring arrangements and a joint venture with an overseas manufacturer.