Matters

Vanbarton Group – Real Estate Fund

Represented Vanbarton Group in establishing a real estate private fund for a multi-billion dollar pension fund.

Fund Formation and Capital Raise

Represented a private equity fund in all aspects of the formation of the initial and successor fund, and in capital raising and operations, including development of tax-advantaged investment structures, financing of general partner commitments, acquisitions of residential mortgage portfolios, and financing of investments and co-investment arrangements.

Fund Formation and Capitalization

Represented a New York City area fund with a primary focus on short-term senior real estate mortgage loans in its formation and initial capitalization.

Fund Bridge Loans

Formation of a special purpose fund to make bridge and other loans primarily secured by real estate assets.

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.

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.

Global Hedge Company – Exchange

Represented a global hedge fund in the exchange of certain of its private equity holdings to a Greek public company.

Hedge Fund – SEC Investigation

Successful defense of a prominent hedge fund in connection with an SEC investigation of alleged misrepresentations and the alleged failure to disclose material facts to investors. We prepared a Wells Submission which resulted in decision by the SEC to drop the investigation.

Edison Tax Services – Acquisition Platform Structure and Joint Ventures

Represented Edison Tax Services in structuring its acquisition platform and establishing joint ventures with local operators to acquire tax liens and develop foreclosed properties.

Regulatory and Securities Law Advice

Advised the broker dealer and investment advisor units of a multi-service financial institution on corporate and regulatory matters.

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.

R6 Capital Management – PIK Loan

Represented R6 Capital Management L.P. in a $15 million PIK loan to Sports Capital Holdings (St. Louis) LLC, the owner of the St. Louis Blues Hockey Club. The loan, which is fully subordinated to a syndicated revolver and term loan, required the consent of the National Hockey League and the lenders under the senior syndicated facilities.

Major Hedge Fund – Internet Investments

Represented a billion-dollar hedge fund in its acquisition of controlling interests in, and restructurings and/or liquidations of, more than a dozen internet-related companies around the world in a two-year period.

Fund of Funds Acquisition

Represented the manager of a multi-billion dollar hedge fund in the acquisition of Fairfield Greenwich Funds and in various debt transactions and regulatory matters.

Multinational Insurance and Reinsurance Company – Capital Markets and Regulatory Advice

Ongoing capital markets and regulatory advice to the investment advisory unit of a multinational insurance and reinsurance company.

Appellate Victory Dismissing Former Employer’s Claims against Asset Management Executive

Herrick secured a complete appellate victory in its defense of a hedge fund industry veteran against claims asserted by an asset management firm, where the client had formerly been employed as joint CEO. In its ruling, the Appellate Division, First Department unanimously reversed, with costs, the trial court’s order denying our motion to dismiss the complaint. In its opinion, the appellate court agreed that the plaintiff’s breach of contract, promissory estoppel and unjust enrichment claims, arising from an alleged oral agreement, were time-barred.

Private Equity – Venture Capital Fund

Represented a private equity firm in establishing a semi-independent venture capital fund platform, including the negotiation of the terms of the venture capital fund platform documents and related compensation and governance issues.

Victor Chu & Co. – NYS Energy Efficiency Fund

Represented Victor Chu & Co and its affiliates, in an investment in and management of New York Energy Efficiency Investments, LLC, a fund formed to finance and implement projects meeting the criteria of New York State's energy efficiency program.

Fund Manager – JOBS Act

Represented a fund manager in connection with JOBS Act advice, including new private placement rules.

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.

Offshore Investment Fund – Joint Venture

Represented an offshore investment fund in an investment in a joint venture for U.S. commercial real estate development.