Matters

Joint Venture – Advance Deposit Wagering Business

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

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.

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.

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.

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.

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.

Buffalo Bills Acquisition

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

Sterling Equities – Joint Venture Formation

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.

New York-based Investment Manager – Argentine Joint Venture

Represented a New York-based investment manager in a joint venture with an Argentine investment advisor in establishing a private investment fund investing in Argentine public equities, debt, private equity and real estate. The initial closing will be approximately $40M in investments with the fund ultimately targeting $300M in investments.

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

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.

Cardax Pharmaceuticals, Inc. – Financings and Reverse Merger

Represented Cardax Pharma, a development stage life sciences company, in several financing rounds and its reverse merger with a public company. Cardax trades on the OTCBB under the symbol "CDXI".

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. (MEDW), 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 – 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.

Investor Group – San Diego Padres

Represented an investor group including former MLB 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.

Plainfield Asset Management – Hawkeye Renewables

Represented Plainfield Asset Management in the sale of an interest in Hawkeye Renewables, an ethanol producer that specializes in ethanol and dried distiller grains.

KEOConnect LLC

Represented a new venture providing a kiosk platform providing video advertisement with consumer services including charging cell phone and other devices with its strategic venture contract with the leading global airport retailer.

Representation of Title Insurance Company

Represented a title insurance company in obtaining a New York State Insurance Department General Counsel's Opinion regarding permitted joint venture activities.

New York based Technology Company

Sale of privately held company to private investors, for cash and additional consideration based on achieving specified earn-out targets in a transaction where the executive team will remain and manage the acquiring company.

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.

Hironen Co. – Acquisition

Represented Hironen Co., a Japanese manufacturer of "bridge" segment synthetic and natural fabrics, on acquiring a U.S. agent/distributor.

Venture Capital Firm – Regulatory Matters & Financing

Represented a venture capital firm that develops solar farms in New Jersey in its formation. We advised them on regulatory matters, the initial partnership agreement and the initial round of financing as well as with its strategic alliance with a multi-billion dollar company that finances solar projects.

Foreign Investor – Bid for English Premier League Football 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.

Plainfield Asset Management/Sciens Capital Management – Joint Investment

Represented Plainfield Asset Management and Sciens Capital in closing a joint investment in one of their portfolio companies, HelioSphera Holdings S.A.—a Greek company. HelisoSphera is Europe's first reliable producer of high-efficiency solar micromorph thin-film photovoltaic panels.

Hedge Fund – Reverse Merger into Public Shell

Represented domestic and Cayman Island-based hedge funds in their planned acquisition through reverse merger by an OTCBB-listed shell company.

$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.

The Carson Group, Inc. – Sale

Represented The Carson Group, Inc. and its shareholders in its sale to The Thomson Corporation, a Canadian corporation. The transaction presented numerous anti-trust and M&A issues as Carson and Thomson were the market leaders in Carson's business.

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.

Global Hedge Fund – Fund of Funds

Representation of a global hedge fund in acquiring a fund of funds business with more than $3.5 billion in assets under management and $1.8 billion net after investment debt in four separate offshore funds. This multi-phase transaction presented a variety of issues including successor liability, given the exposure to certain Madoff related investments by two of the funds, investment management M&A and employment issues.

NFL Player’s Hollywood 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.