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.
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.
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.
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.
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.
R6 Capital Management – St. Louis Blues Financing
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.
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.
Regulatory and Securities Law Advice
Advised the broker dealer and investment advisor units of a multi-service financial institution on corporate and regulatory matters.
Real Estate Fund Program
Represented CAPTOR RE in the acquisition and sale of multi-million dollar real estate projects to non-U.S. investors using private REITs.
Vanbarton Group – Real Estate Fund
Represented Vanbarton Group in establishing a real estate private fund for a multi-billion dollar pension fund.
Private Equity Firm – Liability Dispute over Subordinated Note Issued by Portfolio Company
Represented a private equity firm in resolving a dispute over its alleged liability for damages related to a subordinated note issued by a business owned by the client.
Fund Manager – JOBS Act
Represented a fund manager in connection with JOBS Act advice, including new private placement rules.
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.
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.
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.
Offshore Investment Fund – Joint Venture
Represented an offshore investment fund in an investment in a joint venture for U.S. commercial real estate development.
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.