Mergers & Acquisitions/Joint Ventures

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.

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

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.

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

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.

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.

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.

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.

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.

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.

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

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.

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

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.

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.

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

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.

Represented a New Jersey-based supplier of specialty ingredients and products for the cosmetics industry in its sale to a private equity fund.

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

Represented Legends Hospitality Management, LLC in its equity interest acquisition in MainGate, Inc., a leading event retail and merchandise company. The acquisition will create a robust multi-channel retail and e-commerce platform to facilitate the connection between brands and fans.

Represented Marcus & Millichap, a publicly traded company, in their acquisition of Dallas-based Metropolitan Capital Advisors. 

Represented long-standing client Legends Hospitality in its entry into a share purchase agreement with the private equity firm Sixth Street. Under the share purchase agreement, Sixth Street acquired a controlling interest in Legends Hospitality. This investment will support Legends continued growth as a premium experiences company that specializes in delivering holistic solutions for sports, entertainment and attractions clients. 

In connection with the acquisition, Legends Hospitality (i) issued senior secured long-term notes and (ii) entered into a revolving credit facility and PIK facility. The net proceeds were used to redeem certain outstanding equity securities of Legends Hospitality and for working capital and general corporate purposes.

In order to preserve Legends Hospitality’s liquidity and support its continued investment in accretive, long-term capital projects, affiliates of Sixth Street and other third parties will provide Legends Hospitality with access to funding provided by an investment vehicle. The funding will be used for capital expenditures, pre-opening costs and other disbursements contemplated by contracts entered into by Legends Hospitality.

Advised Datto Holding Corp. (NYSE:MSP), the leading global provider of cloud-based software and technology solutions purpose-built for managed service providers (MSPs), as lead counsel in connection with its acquisition of BitDam Ltd. (“BitDam”), an Israel-based cyber threat detection company. BitDam’s cyber-defense platform secures collaboration tools, such as M365 and Google Workspace, from ransomware, malware, and phishing.

Represented Legends in its acquisition of 4Front, a global data and analytics, innovation and digital media agency.  4FRONT will retain its company name and operate as part of Legends Global Technology Solutions division, building on Legends’ expertise in data consulting and digital activation.  Legends Global Technology Solutions is an industry leading sports and entertainment digital, technology and experiential advisory with the deepest experience in some of the largest, most complex projects in the world of sports and entertainment.