Matters

MGM Transport – Sale of the Company

Represented the stockholders of MGM Transport Corporation in the sale of MGM to CF Holding Company, Inc.

Majority Equity Acquisition in Long Island Vineyard

Represented a New York limited liability company in the acquisition from multiple sellers of a majority equity interest in a company that owns and operates a vineyard on the North Fork of Long Island. As part of the equity transaction, we structured a distribution agreement on behalf of our client.

Foreign Lender – Loan Restructuring

Represented a foreign lender in the restructuring of a $150 million mezzanine loan to an investment fund, including the re-capitalization of certain fund platforms and the sale of certain fund assets.

FrontLine Capital – Vantas/HQ Global Merger

Represented FrontLine Capital in connection with the merger of Vantas and HQ Global Workplaces into a billion-dollar executive office suite company.

Real Estate Company – Private Equity Fund Formation

Represented a major real estate company in forming a $300 million equity fund to acquire controlling interests in real estate operating companies.

Software Company – Going Private

Represented a publicly traded software company in its transformation into a privately held company. We advised the company and its board of directors of the various securities law, Sarbanes-Oxley Act and corporate/fiduciary implications associated with taking the company private, and helped the company navigate its way through the regulations of the OTC Bulletin Board applicable to withdrawals of shares eligible for quotation.

OTC Hedging Service – Market Formation

Representation of a hedging service for over-the-counter commodities in forming a unique credit-enhanced automated trading market in a joint venture with an affiliate of Bechtel Corporation.

Real Estate Company – Tennessee and Louisiana Acquisitions

Representation of subsidiaries of a major real estate company in joint ventures formed with affiliates of an investment bank to acquire shopping malls and commercial real estate in Tennessee and Louisiana.

HQ Global Workplaces – Sale of the Company

Represented HQ Global Workplaces in its acquisition by Frontline Capital Group.

French Pharma Company – Development Agreement

Representation of a France-based pharmaceutical manufacturer with proprietary drug delivery technology in a collaborative and development agreement of a generic pharmaceutical product to be marketed in the United States.

Sun-Times Media Group – News Communications Investment

Represented Sun-Times Media Group, an alliance between Hollinger International Inc., a NYSE listed company, and James A. Finkelstein, founder of The National Law Journal, in connection with joint equity investment in News Communications, Inc. an OTCBB listed company and publisher of The Hill and Dan’s Papers.

HQ Global Workplaces – Formation

Represented HQ Global Workplaces, a flexible office suite company, in its formation by an alliance between Reckson Realty Associates Corp., Frontline Capital Group and affiliates of Halpern Realty. HQ Global Workplaces grew from six executive office centers to one of the largest flexible executive office suite companies in the world.

Plainfield Asset Management – Asprey

Represented Plainfield Asset Management LLC in a joint venture that acquired the luxury retailer Asprey through an equity investment and concurrent senior and senior subordinated debt facilities.

Pirate Capital – Proxy Contest

Represented a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.

Reckson Strategic Venture Partners – Student Housing

Represented Reckson Strategic Venture Partners, LLC in connection with the spin-off of its student housing business and $220 million initial public offering by, American Campus Communities, Inc. We also represented RSVP in connection with its acquisition of 100% of the equity interests in a preeminent real estate development company that develops food, fuel and rest facilities along major highways.

Reckson Associates Realty Corp. – Telecommunications Agreements

Represented Reckson Associates Realty Corp., a real estate investment trust, in the alliance between Reckson Realty Corp. and OnSite Access, Inc. to provide building centric telecommunications systems to premier properties.

FL Condominium Developer – $300 Million Construction Loan Facility

Represented one of Florida’s largest condominium developers in a $300 million construction loan facility for eight condominium projects together with a corporate restructuring and a simultaneous $90 million buyout of a major joint venture partner.

$50 Million New Jersey Joint Venture

Represented a major private equity fund in a $50 million joint venture with respect to the development and financing of real estate projects primarily in New Jersey.

Regional Sports Network – $200 Million Credit Facility

Represented a major regional sports network in a $200 million syndicated term loan facility and related joint venture matters with its two major cable television joint venture partners.

Real Estate Company – Northeast Distributor Leveraged Buyout

Represented a privately held real estate company in a leveraged buyout of the exclusive Northeast U.S. distributor of one of the country’s largest window and door manufacturers, including negotiation of the acquisition financing and the acquisition of real property for its new corporate headquarters.

Home Heating Oil Distributor Acquisition

Represented Bondee Enterprises Inc. in its acquisition of the assets of Mina's Fuel Oil Co., Inc. and Big City Petroleum Transport, Inc., New York based distributors of home heating oil and service.

Empire Resorts Acquisition

Represented Concord Associates, L.P. in its announced merger agreement and subsequent termination with Empire Resorts, Inc. involving the issuance of approximately 40% of the outstanding common stock of NASDAQ-listed Empire Resorts, Inc., in exchange for real property on the site of the Grossinger's Hotel and the Concord Hotel in the Catskill mountain region of New York.

Merchant Bank – Corporate Matters

Represented a merchant bank in the ownership and operation of numerous investments including a joint venture with a preeminent cosmetics brand.

Private Client – School Purchase

Advising a Canadian law firm, on behalf of their client, in connection with the purchase of a private school.

New York Racing Association – Churchill Downs/Pinnacle JV

Representing New York Racing Association in a joint venture with Churchill Downs and Pinnacle.

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 Dadâ„¢ Education brand, in a reverse merger into a public shell company that allows Tigrent to be a public company.

Legends Hospitality – UFC Joint Venture

Representing Legends Hospitality in a concessionaire joint venture with Ultimate Fighting Championship.

Social Media Company – Sale and Rollover

Represented Fizziology, a social media research and analytics company, in its sale and in a rollover transaction with a private equity sponsored buyer.

Jewelry Designer – Sale of Assets

Represented a premier designer, marketer and distributor of costume jewelry in the sale of its assets to one of the world's leading branded fashion accessories, footwear, and apparel companies.

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.

Legends Hospitality – Los Angeles FC Concessions Agreement

Represented Legends Hospitality in a joint venture with Major League Soccer’s Los Angeles FC to provide concessions services at the team’s new 22,000-seat soccer stadium.

Sterling Equities – Syracuse Chiefs Acquisition

Represented Sterling Equities in the purchase of the Syracuse Chiefs, a Triple-A baseball team in Syracuse, New York.

Envy Gaming – Proposed Sale of eSports Business

Represented Envy Gaming in the proposed sale of a minority equity interest in the organization to a private equity firm consortium and an NBA franchise ownership group.

Legends Hospitality – International Stadia Group Acquisition

Represented Legends Hospitality in the acquisition of International Stadia Group, a London-based sports and entertainment company. The acquisition will extend Legend’s global capabilities and allow for growth opportunities in the EAME regions.

Asset Management Co. – Acquisition of Israeli Basketball Team

Represented an asset management company in the proposed acquisition of an interest in a premier professional basketball team located in Jerusalem. The team has won several titles recently, including the EuroCup and the Israeli League championship.

MedSource National Inc. – Sale to ExamWorks

Represented MedSource National Inc., a provider of Independent Medical Exams (IME) services to insurance carriers, employers, third-party administrators and the legal profession, in its sale to ExamWorks, LLC.

Racing Association – Acquisition of Minority Interest in Elite Turf Club

Represented a prominent thoroughbred racing association in the acquisition of a minority interest in Elite Turf Club, a provider of natural turf installation services.

DWF LLP – CentralNIC Group

Represented DWF LLP as U.S. counsel for CentralNic Group PLC, a London stock exchange listed company, in its proposed acquisition of KeyDrive S.A., a Luxembourg conglomerate.