Gabreski Airport Lease and Site Development

Represented Rechler Equity Partners on all aspects of their 40-year renewable ground lease to redevelop Suffolk County’s 55-acre Gabreski Airport.

Plainfield Asset Management – Sale

Representation of Plainfield Asset Management in the sale of a package of assets in connection with its liquidation, including a secured loan to a high-end retail company, an investment in an EU solar panel manufacturer and a Greek public company.

Hildene Capital Management—Fund Formation

Represented Hildene Capital Management in forming Hildene Opportunities Fund II, an onshore/offshore master feeder fund, to invest in various credit related opportunities, including small and medium-sized corporate credits, single name credits, collateralized loan obligations, seasoned residential mortgage-backed securities, asset backed securities, bank debt, special situations, high-yield bonds, seasoned ABS CDOs, CRE CDOs, and other structured credit investments. This fund was Hildene's second hedge fund vehicle and following their initial fund that launched in May 2008.

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.

Plainfield Asset Management – Restructuring

Represented Plainfield Asset Management in restructuring Bellator Sport Worldwide, LLC—a mixed martial arts promotional company—of which Plainfield was majority owner. As part of the restructuring, Plainfield sold a portion of their equity in Bellator to a new private equity investor and converted its outstanding loans to Bellator into new equity.

Private Equity Fund – Clean Technology

Represented principals in a $250 million Cayman Islands-based fund investing in SE Asian clean technology projects through a Netherlands-based investment vehicle to achieve optimum tax efficiency. Investments will be conducted in concert with local governments and the World Bank. Investors will be domiciled in Europe, Asia and the United States.

Aristone Realty Capital – Syndication Investment

Representation of Aristone Realty Capital in connection with a syndicated investment in debt secured by a distressed condominium development in New York City, and further financing to complete the project.

Vintus LLC – Distribution Agreement/Asset Acquisition

Represented Vintus LLC (, 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.

Wolf Asset Management International – Customized Funds

Represented Wolf Asset Management in completing a customized fund of funds managed account platform to keep a fund of funds structure/administration in place while offering each institutional investor a customized individually tailored portfolio. We accomplished this through a Cayman Islands segregated portfolio company with a master feeder fund structure, allowing separate portfolios for each investor to be aggregated into one pool at the master level and invested into underlying funds. Liquidity and performance are tracked separately for each feeder fund portfolio via separately issued tracking shares by the master fund. This is a novel structure and is relevant to many funds of funds looking for managed account platform options. Many other clients and prospects have expressed interest in employing similar structures.

Hedge Fund Manager – Domestic Fund

Represented a New York-based commodity hedge fund manager to update and revise its domestic hedge fund documentation to reflect changes to their structure and improve the marketability of their fund. The fund trades mostly commodity futures and options and is registered as a commodity pool operator with the CFTC.

Capital Raise in Bluegrass Dairy & Food Acquisition

Represented Dubilier & Company in its acquisition of Bluegrass Dairy & Food, LLC and in its capital raise to fund the acquisition, which was financed through a preferred stock financing, a senior subordinated credit facility, and a senior revolving and term loan credit facility.

Broadway Gate – Merger

Represented Broadway Gate Capital, a hedge fund manager with over $300 million of assets under management, in merging its advisory business with Pennant Capital Management, a hedge fund manager overseeing over $3 billion in assets. The transaction required consent from the investors of U.S. and Cayman based hedge funds and included the issuance of equity stakes in Pennant to the principals of Broadway Gate.

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.

Gama Partners – Domestic Hedge Fund

Represented Gama Partners, a startup hedge fund manager, in launching its new domestic hedge fund. Gama used a long/short global equity investment strategy with limited leverage.

New York Yankees/Top Rank – Stadium Slugfest

Represented both Top Rank and the New York Yankees in the Stadium Slugfest event at Yankee stadium. The event featured the Super Welterweight Championship bout between Yuri Foreman and Miguel Cotto. This was the first boxing event at the new Yankee Stadium, which generated a great deal of media coverage and was offered as part of HBO's regular subscription service rather than pay-per-view. We represented Top Rank and the Yankees with respect to the site agreement, and also produced all agreements with the fighters, HBO, the international TV broadcasters and sponsors.

New York Yankees – Tax Efficient Program

Representation of the New York Yankees in connection with the development of the new Yankee Stadium in helping structure a tax efficient program for premium seating, including luxury suites, involving the negotiation and preparation of license, ticket and food and beverage agreements. This included consideration of complex tax matters. The agreements were typically multi-year, involved substantial financial commitments and required further negotiation on select issues.

Stillwater Capital Partners – Acquisition of Assets by Public Shell

Represented Stillwater Capital Partners, Inc. in the sale of all the assets, liabilities and investment portfolios of various private investment funds to Gerova Financial Group, Ltd. (formerly Asia Special Situation Acquisition Corp), a publicly-held special purpose acquisition company (SPAC) organized in the Cayman Islands. In exchange for the acquired assets, Stillwater fund investors received preferred shares of Gerova convertible into registered ordinary shares. The transaction involved the purchase of insurance companies to which Gerova intends to contribute the funds' relatively illiquid assets to the insurance companies to serve as regulatory capital upon which additional reinsurance policies could be written to generate premium income for additional investments and maintenance of existing assets. It also involved extensive securities law, tax and accounting issues.

Hironen Co. – Acquisition

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

Northern Lights Hockey, LLC

Formation of Northern Lights and acquisition of the rights to operate the United States Hockey League Team in Dubuque, Iowa.

Colt Defense – High Yield Debt Offering

Representation of Colt Defense in a $250 million high yield debt 144A offering and a $50 million revolving credit facility that recapitalized its balance sheet and gives it greater flexibility to pursue strategic acquisitions.

Quik Park – Garage Acquisition and Financing

Representation of Rafael Llopiz of Quik Park, one of New York's leading parking garage operators, in acquiring and financing the garage condominium unit in the 40 Mercer Street Condominium--a luxury condominium designed by Jean Nouvel, a winner of the Pritzker Architecture Prize.

Second Avenue Subway Development Transaction

Represented an apartment corporation in a complex transaction involving the Metropolitan Transportation Authority's condemnation of portions of the property to make way for the construction of the Second Avenue subway.

Joint Venture Formation of Legends Hospitality

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.

Discovery Capital Management – Fund Restructuring

Completed the first phase of the fund restructuring for Discovery Capital Management, pursuant to which they have solicited the consent of investors in their existing domestic and offshore fund of funds to restructure their funds into a master feeder fund of managed accounts platform with a revised investment strategy, revised fee structures and other new terms. We drafted all of the new fund documents in conjunction with offshore counsel in an expedited time frame to facilitate the resubscription of existing investments into the restructured fund vehicle.

Yankees Stadium – Hard Rock Café Deal

Represented the New York Yankees and its affiliates in two separate joint ventures with the Hard Rock Café. The Hard Rock Café and a newly branded "NY Steak" prime steakhouse restaurant will open in an area adjacent to right field at the new Yankee Stadium.

Five-State Residential Portfolio Acquisition and Financing

Represented a major real estate investment and service company in its acquisition and financing of a five-state, 14-property portfolio of residential rental and condominium apartment complexes. The portfolio was financed through 14 first mortgage loans and 12 mezzanine loans, culminating in a four-day closing.

Law Firm – Sale

Represented a Connecticut law firm that is one of the leading firms in residential mortgage foreclosures, in the sale of its non-legal operations and services to a large private equity fund.

Hedge Fund – Investment in Pre-Settlement Financing Companies

Represented a large hedge fund in the first step of a $175+ million investment in two companies developing an integrated business product platform to increase their market position in the law firm pre-settlement financing market. The capital structure will include a $25 million senior credit facility for the group invested in, a $25 million senior subordinate credit facility to a new company that will develop the integrated business product platform, a $125 million senior facility for that new company, and a $3 million equity investment.

Private Equity Fund – Real Estate Fund Formation

Represented a private equity fund in the formation of a real estate fund for investments primarily in Southeastern U.S.

Insurance Company – CDO Asset Management Company Investment

Representation of an insurance company in the formation of a joint venture CDO asset management company.

Sports Technologies – Joint Venture with Sports Illustrated

Outside general counsel to a joint venture between Sports Technologies, Sports Illustrated and Time Inc. Interactive. The joint venture was formed in connection with the sale of to Sports Illustrated to develop other related properties and technologies.

Private Equity Fund – Sub-Prime Fund

Represented a private equity fund in the formation of, and initial investment in, an international opportunity fund that will purchase troubled residential home mortgages, including sub-prime residential home mortgages, and work with each individual borrower to modify the terms so that they are affordable. The fund will then package or securitize the performing mortgages. The operations for this fund may very well be the first large scale private sector cure to the sub-prime debacle and reflects the private sector response advocated by the Chairwoman of the FDIC.

Mezzanine Loan Acquisitions

Represented a major New York developer in its acquisition of a senior mezzanine loan and a junior mezzanine loan secured by pledges of the direct and indirect equity interests in the owner of a Manhattan commercial building.

Fast Food Chain Franchisee – Restaurant Sales

Representation of one of the largest franchisees of a well-known international fast food chain in its real estate, employment, corporate, litigation and insurance matters, including the sale of numerous New York metropolitan area locations.

MGM Transport – Sale of the Company

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

Sports Technologies – Formation and sale of

Representation of Sports Technologies, Inc. in its formation and initial capitalization and subsequent development of, one of the first fantasy sports community websites. Subsequent representation of the company in its first licensing deal with Sports Illustrated. Four months into a year-long licensing deal, Sports Illustrated purchased from Sports Technologies. The transaction remains as one of the watershed deals in the sports media technology space. (Prior firm experience)

Hedge Fund – Music Acquisition Financing

Represented a Connecticut-based hedge fund and a Wall Street investment bank in a joint acquisition financing and restructuring of a secured multi-draw term loan facility. A portion of the proceeds were used by the borrower, a global music publisher, to acquire an interest in the song catalogs of Kurt Cobain, John Lennon, Daryl Hall & John Oates; Holly Knight, an accomplished musician and songwriter who has written hits for Tina Turner, Pat Benatar and Aerosmith; Six Degrees; Blue October; The Matrix; and Daniel Johnston, among others.

Euristates, Inc. – Romanian Investment

Represented Euristates, Inc., in acquiring a majority stake in a Romanian investment company. This representation entailed performing due diligence on the assets of the Romanian company, and negotiating the transaction in Romania.

Euristates – Boston Development Joint Venture

Representation of Euristates, Inc. in connection with its joint venture with a Boston developer for construction of a residential condominium complex. We also represented the joint venture in connection with construction financing for the project.

New Yankee Stadium Financing and Development

Represented the New York Yankees in the issuance of $960 million of municipal tax-free and taxable bonds by the New York City Industrial Development Agency, which financed the lease and construction of the new Yankee Stadium. We also drafted and negotiated the lease agreement for the new stadium, as well as ancillary real estate agreements pertaining to parking lots and garages; construction, demolition and insurance, and public transportation. We were also integrally involved in navigating the Yankees through the lengthy federal, state and local governmental permit and approval process.

Life Insurance Company – Acquisition

Represented one of the largest life insurers in the world in its $130 million acquisition of 28 CVS drug stores in connection with 1031 exchanges.

Investment Bank – Costa Rica Resort

Representation of a large investment bank in connection with debt and equity investments made with respect to a resort, including golf course, to be constructed on the Pacific coast of Costa Rica.

Channel Islands JV – Structured Credit Management

Represented a joint venture based in the Channel Islands and New York in its formation. The new company will manage CDOs and other structured credit products.

Rockwood Realty Associates – Sale to DTZ Holdings

Representation of 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.

Private Equity Fund – Flexible Investment Fund

Represented a middle-market-oriented private equity fund with a model that allows investors to opt in or out of specific proposed investment transactions.

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.