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.
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.
Real Estate Private Equity Fund – Formation
Representation of a major real estate company in forming a $300 million equity fund to acquire controlling interests in real estate operating companies.
Foreign Lender – Loan Restructuring
Represented a foreign lender in the restructuring of a $150 million mezzanine loan to an investment fund, including re-capitalization of certain fund platforms and the sale of certain fund assets.
Formation of Reckson Strategic Venture Partners
Represented Reckson Strategic Venture Partners (RSVP) in its formation. RSVP is a $300 million equity fund that acquires controlling interests in real estate operating companies.
German Funds – Restructuring
Restructure of multi-tiered, affiliated German syndication funds acquiring assets throughout the United States.
Private Investment Fund – Senior Living Investments
Counsel to a large private investment fund which specializes in making investments in senior living communities throughout the United States.
Seegene – International Counsel
Designated outside counsel to Seegene, Inc., a Seoul-based molecular diagnostics company, in its international product distribution and technology licensing, M&A, corporate and capital markets matters. Seegene has developed innovative technologies for the detection of multiple pathogens (ACP (Annealing Control Primer)TM and DPO (Dual Specific Oligonucleotide)TM).
Impala Partners – RGIS Acquisition
Represented Impala Partners in its acquisition of a controlling interest in RGIS, a 40,000 employee mid-west inventory management solutions company, the largest in the world.
Private Equity Fund – Investments
Represented Plainfield Asset Management in Series B Round investment and Series C Round investments in a well-known payments system startup company.
Telecommunications Company – Asset Sale
Represented a telecommunications company, a long-term client, in the sale of its assets and associated entities to an affiliate of a large public company for more than $100 million plus a 25% interest in the newly formed entity. This was a difficult transaction with a complicated structure; some assets were held in the Dominican Republic and subject to local regulations and approvals prior to the sale, and the seller’s business was regulated by the U.S. Federal Communications Commission.
Private Equity Investment in Pharma Technology
Represented client in a private equity investment in and loan transaction with a company engaged in the business of developing abuse deterrent drug delivery technology.
Silas Capital – Investment in Food Brand
Represented Silas Capital, a venture capital and private equity firm, in its minority investment in Vintage Italia LLC, owner of the Pasta Chips brand and a developing company engaged in premium snack foods.
$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.
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.
Hollinger International – Investment Monetization
Represented Hollinger International in its efforts to monetize certain of its venture capital and private equity investments.
Plainfield Asset Management – Westside Transload / Transload America
Represented Plainfield Asset Management in its investment in operators of solid waste transfer stations on federally regulated railroad property. We protected our client’s minority equity position in these operators by implementing stockholders’ agreements with broad super-majority approval provisions, and helped navigate federal and state environmental regulations and federal pre-emption issues.
Private Investment Firm – Investment Restructuring
Represented a private investment firm with more than $325 million of capital under management, in restructuring its investment in a major producer of labels for companies throughout the world.
Private Equity Fund – Manufacturer Restructuring
Represented a global private equity fund in the restructuring of, and additional investment in, a leading US manufacturer of automotive and truck axles.
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.
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.
Private Equity Fund – $10 Million Pharmaceutical Revenue Acquisition
Representation of one of the leading purchasers of private equity in the secondary market in connection with a $10 million acquisition of interests in revenues generated by pharmaceutical products. (Prior firm experience)
Private Equity Fund – $25 Million Pharmaceutical Revenue Acquisition
Representation of one of the leading purchasers of private equity in the secondary market in connection with the $25 million acquisition of interests in the revenues generated by pharmaceutical products owned by a university-affiliated research and education institute. (Prior firm experience)
American Marine Holdings – Sale of Minority Interest
Represented American Marine Holdings in connection with the sale of a minority interest to a private equity investor. (Prior firm experience)
Plainfield Asset Management – Intellectual Property Investments Sale
Represented Plainfield Asset Management in the sale of a package of investments made in and alongside a private equity firm focusing on intellectual property. The sale included membership interests in the private equity fund as well as underlying investments in vehicles that acquired intellectual property assets.
$65 Million Mortgage Financing for Luxury Hotel
Represented PCCP Capital, a real estate private equity firm in the origination of a $65 million loan used for the acquisition and repositioning of Cassa Hotel, a 165-room luxury hotel property in New York City.
Bank Repo Transaction
Represented a New York commercial bank in the financing of investments in mortgage loans and REOs by a private equity fund through a repurchase and reverse-repurchase facility.
Representation of Private Equity Opportunity Fund
Represented private equity opportunity fund in all aspects of the formation of the initial fund and successor fund, capital raising, and operations, including development of tax advantaged investment structures, financing of GP commitments, acquisitions of residential mortgage portfolios, financing of investments, and co-investment arrangements.
Representation of Private Equity Fund
Represented private equity fund in all aspects of the formation and operations of a $500mm pledge fund for the development of several real estate related platforms.
City of New York Comptrollers Office
Represented the New York City Office of the Comptroller in a multi-million dollar investment in a real estate-focused private equity fund.
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.
California Office Properties Acquisition
Represented Emmes Asset Management Company in the acquisition of a number of multi-million dollar class A office properties in San Diego, California, in a joint venture with the investment arm of a major university system.
Real Estate Investment Manager – Private Equity Joint Venture
Represented affiliate of major real estate investment manager in a JV transaction with private equity fund. The JV was formed to identify, acquire hold and dispose of first loss position, unguaranteeed bonds issued in connection with multi-family bonds issued Freddie Mac under its capital execution program.
Private Equity Firm – Fiber Optic Network Development
Represented private equity investment firm in the arrangement of a joint venture with the objective of expanding fiber optic cable networks in a major municipality.
InterMedia Partners – Formula One Proposal
Represented InterMedia Partners in a proposal to create the Grand Prix of America Formula One race in Weehawken New Jersey.
Private Equity Fund – New York City Real Estate Sales
Represented an affiliate of a private equity real estate fund in several transactions involving the sale of eight New York City properties.
Private Equity Firm – Settlement with SEC – Alleged Violations of Broker-Dealer Registration Requirements
Herrick represented a prominent real estate private equity firm in a precedent-setting and favorable settlement with the Securities and Exchange Commission related to the use of a finder in raising capital and the application of broker-dealer registration requirements.
Palcap Advisors – Inergex Acquisition
Represented Palcap Advisors in its acquisition of Inergex, LLC, an IT services company, through a stock purchase and subsequent merger.
Balfour Investors Inc. – Cleancor Joint Venture
Represented domestic and foreign private equity investors affiliated with Balfour Investors Inc. (“Balfour”) in the formation of Cleancor Energy Solutions LLC (“Cleancor”) joint venture. Cleancor is an energy merchant bank focusing on financing for and investment in clean-fuel start-up or early stage enterprises, technologies, infrastructure, logistics services and projects. Balfour is a merchant bank whose principals have acquired assets across a multitude of industries for more than 35 years.
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.
Private Equity Client – Executive Retention Program
Represented a private equity client in developing an executive retention program for one of its portfolio companies that was designed to create incentives for executives to remain with the portfolio company while the company was pursuing options for reorganizing the company, including a possible sale of the company.
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.
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.
Private Equity Fund – Music Industry Deal Restructuring
Represented a private equity fund in the comprehensive restructuring of the acquisition financing for a music catalog. The restructuring involves the purchase of a music catalog in satisfaction of acquisition financing obligations, and also the funding of a music developer's participation in a new joint venture.
Investor Group – Fraud and Misrepresentation Claims
Represented an investor group in connection with fraud and misrepresentation claims against an investment manager in various private investments.
Stelic Institute & Co. – International Counsel
Designated outside counsel to Stelic Institute & Co., a Tokyo-based bio-venture company specializing in regenerative medicine, in its international legal matters. Stelic is a fast-growing bio-ventures company with scientific research laboratories in the United States, Canada and Japan. Herrick advises Stelic on product and technology licensing matters, international licensing relationships, and on corporate structuring, equity issuance, capital markets, M&A and other matters.
Unilever Technology Ventures Advisory Company – Venture Capital
Represented Unilever Technology Ventures Advisory Company LLC, an investment fund, in its formation and related investment advisory arrangement, and subsequent investments in technology-based start-up entities and venture capital funds. This fund is affiliated with Unilever NV.
National Bank – Sale
Represented a national bank in its sale to a private equity investment group.
Global Hedge Company – Exchange
Represented a global hedge fund in the exchange of certain of its private equity holdings to a Greek public company.