SFF Investments - Joint Venture
Representation of SFF Investments LLC, which is wholly owned by a current All-Pro NFL player, in a joint venture to create a Rolling Stone magazine-branded restaurant/bar/lounge in Hollywood, CA.
Powers Fastners - Stanley Black & Decker
Representation of Powers Fasteners in its successful sale to Stanley Black & Decker Inc. (NYSE:SWK). Powers, founded in 1921 and based in Brewster, NY, is North America’s leading supplier of concrete and masonry anchors and fastening systems.
Tri-State Financial Press LLC — Sale of Business
Representation of Tri-State Financial Press LLC, a leading New York-area financial printer, based in Saddle Brook, New Jersey, in the sale of its business to Toppan Vite (New York) Inc. Toppan Vite, a global leader in financial printing, is a wholly owned subsidiary of Toppan Leefung Pte Limited and part of the Toppan Printing Group, the world’s largest printing group, headquartered in Tokyo with approximately US $18 billion in sales for the year ended March 31, 2012. The transaction will allow Toppan to expand its global reach and service capabilities in the United States with the addition of the Tri-State division based in New Jersey to compliment Toppan’s existing state-of-the art client facilities in Manhattan.
Yankee Global Enterprises - YES Network
Representation of the New York Yankees and Yankee Global Enterprises in News Corporation's acquisition of a 49 percent equity stake in the Yankees Sports Technology, Media & Communications and Sports Business Network (YES).
Yankee Global Enterprises - Triple A Acquisition
Representation of Yankee Global Enterprises and affiliates in the acquisition of franchise rights for the New York Yankees minor league Triple A affiliate based in Scranton /Wilkes-Barre.
Yankee Global Enterprises - NYY Steakhouse
Representation of Yankee Global Enterprises in connection with the opening of a NYY Steakhouse in Times Square. The NYY Steakhouse brand is a joint venture partnership between the New York Yankees and Hard Rock International.
Mediware Information Systems - Going Private
Representation of Mediware Information Systems, Inc. (MEDW), a leading provider of clinical software solutions, in its acquisition by leading private equity investment firm Thoma Bravo, LLC. In a transaction valued at $195 million.
New York based Technology Company
New York based Technology Company. Sale of privately held company to private investors, for cash and additional consideration based on achieving specified earn-out targets in a transaction where the executive team will remain and manage the acquiring company.
Electronic Company - Sale
Representation of a developer of access control software in connection with the sale of its business.
Representation of Title Insurance Company
Represent a title insurance company in obtaining a New York State Insurance Department General Counsel's Opinion regarding permitted joint venture activities.
Real Estate Investor - Note Acquisition
Representation of a real estate investor in connection with the acquisition of encumbering a distressed note purchase encumbering a parking facility in Nashville, Tennessee.
Represent a new venture providing a kiosk platform providing video advertisement with consumer services including charging cell phone and other devices with its strategic venture contract with the leading global airport retailer.
Plainfield Asset Management - Wake Music Catalog
Representation of 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.
Unilever - Branded Frozen Savory Products Sale
Representation of Unilever United States, Inc. in connection with the sale of its branded frozen savory products business conducted in the United States foodservice channel to Kerry, Inc., a unit of Kerry Group PLC, together with a license of the "Knorr" trademark to be used by Kerry, Inc. in the business.
Intelsat - Protostar
Representation of Intelsat Corporation as successful purchaser of Protostar I satellite for $210 million in bankruptcy auction (D.Del.)
Electrical Services Firm - Stock Acquisition
Representation of the owners of a full-service electrical and telecommunications services firm in acquiring the outstanding stock of a national leader in solar shading solutions and daylight management systems.
Unilever - Sale Transaction
Representation of Unilever in the sale of its Shedd’s Country Crock chilled side-dish line to Hormel Foods Corp. Ownership of the Shedd’s Country Crock trademark will remain with Unilever, but Hormel will market and sell Country Crock products under a licensing agreement. The Shedd’s Country Crock chilled side-dish line generated about $50 million in revenue for Unilever in 2009.
Vintus LLC - Distribution Agreement/Asset Acquisition
Representation of Vintus LLC (www.vintuswines.com), 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.
National Bank - Sale
Representation of a national bank in its sale to a private equity investment group.
Plainfield Asset Management/Sciens Capital Management - Joint Investment
Representation of Plainfield Asset Management and Sciens Capital in closing a joint investment in one of their portfolio companies, HelioSphera Holdings S.A.—a Greek company. HelisoSphera is Europe's first reliable producer of high-efficiency solar micromorph thin-film photovoltaic panels.
Hironen Co. - Acquisition
Representation of Hironen Co., a Japanese manufacturer of "bridge" segment synthetic and natural fabrics, on acquiring a U.S. agent/distributor.
Venture Capital Firm - Regulatory Matters & Financing
Representation of a venture capital firm that develops solar farms in New Jersey in its formation. We advised them on regulatory matters, the initial partnership agreement and the initial round of financing as well as with its strategic alliance with a multi-billion dollar company that finances solar projects.
Amano USA Holdings Inc. - Stock Purchase
Representation of Amano USA Holdings, Inc., a subsidiary of a Japanese public company, in its acquisition of the outstanding capital stock of Accu-Time Systems, Inc. Accu-Time designs, manufactures, markets and distributes time and data collection terminals for the time and attendance, payroll clock, shop floor and controlled access marketplace.
Factor - Receivables Purchase Agreement
Representation of an Israeli based factor in an international factoring arrangement entered into with an international producer and marketer of fertilizer products. We prepared an assignment of receivables agreement between the factoring client and the exclusive dealer of products in the U.S.
Arthur Schuman, Inc. - Facility Acquisition
Representation of Arthur Schuman, Inc. in its acquisition of a cheese manufacturing facility in Montfort, WI. Through two affiliates, Arthur Schuman, Inc. acquired substantially all assets of the facility, including its real property. The acquisition was valued at approximately $2 million. Arthur Schuman, Inc. is one of the nation's largest manufacturers, distributors, importers and exporters of cheese and has operations throughout the United States.
Global Hedge Fund - Fund of Funds
Representation of a global hedge fund in acquiring a fund of funds business with more than $3.5 billion in assets under management and $1.8 billion net after investment debt in four separate offshore funds. This multi-phase transaction presented a variety of issues including successor liability, given the exposure to certain Madoff related investments by two of the funds, investment management M&A and employment issues.
Denville Scientific - Sale of Assets
Representation of Denville Scientific, Inc., a New Jersey-based distributor of molecular biology research products, in the sale of substantially all of its assets to a newly-formed subsidiary of Harvard Biosciences, Inc., a NASDAQ-listed company based in Boston.
Small Bone Innovations - “S.T.A.R.” Acquisition
Representation of Small Bone Innovations in its acquisition of Link America, Inc., including the technology for the S.T.A.R. Ankle--a total ankle replacement prosthesis that is the first of its kind to receive FDA approval in the U.S.
New York Yankees - Sponsorship Agreements
Representation of the New York Yankees Partnership in drafting and negotiating sponsorship agreements for the new Yankee Stadium. Two notable sponsors include Standard Parking, the parking garage operator around the new stadium, and Toyota.
Yankees Collectibles - Memorabilia Auction
Representation of the New York Yankees Partnership in the acquisition from the City of New York of the Old Yankee Stadium seats and bleachers and the agreement with DEMCO, providing for the removal and restoration of such items. Integral to these transactions is the Yankees' joint venture with Steiner Sports to market and sell these and other Yankees-owned memorabilia and collectibles from the old Yankee Stadium. The transaction also involved establishing a Yankees Memorabilia Store at the new Yankees Stadium. The store is a venture of Legends Hospitality, NYYP and Steiner Sports.
Emmes Asset Management - Acquisition and Financing
Representation of Emmes Asset Management Company in connection with a joint venture with the investment arm of a major university system and the $100M+ acquisition of a prominent Class A office building in Irvine, CA. The transaction also included a multi-million dollar investment by a Japanese corporation investing in U.S. property for the first time.
Legends Hospitality - Yankees and Cowboys Joint Venture
Representation of the New York Yankees in the ground-breaking "Legends Hospitality Management LLC" joint business venture between the Yankees and the Dallas Cowboys, which will operate the catering, concessions and retail merchandising at both new stadiums.
Investment Fund - Distressed Asset Acquisition
Representation of an investment fund in its acquisition of substantially all of the assets of Chapter 11 debtor Parmatic Filter Corporation and a related company, which manufacture filters used on U.S. Navy ships and that export filters to the militaries of friendly foreign governments.
Law Firm - Sale
Representation of 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.
Cheese Manufacturer - Acquisition
Representation of one of the nation's largest manufacturers, distributors, importers and exporters of cheese, in connection with its acquisition of a cheese manufacturing facility in Vernon, California.
Marathon Real Estate Opportunity Fund - Sophisticated Transactions
Representation of Marathon Real Estate Opportunity Fund in connection with a number of extremely sophisticated transactions including domestic and international joint ventures and strategic partnerships, acquisition of hotel properties, construction and development of Marriott branded hotels, Florida condominiums and documiniums, acquisition of office complexes in Paris, and the acquisition of one of the largest NYC parking owner/operators.
St. Eve International - Asset Sale
Representation of St. Eve International, Inc., a leading supplier of women's undergarments, women's sleepwear and children's apparel, in its asset sale to Russell-Newman, Inc. The combined entity will be one of the largest intimate apparel companies in the world, supplying most major retailers.
Pan-Pacific - Sale of the Company
Representation of the stockholders of Pan-Pacific Enterprises, Inc., the largest independent distributor of medical X-ray tubes in China, in the sale of the company to Varian Medical Systems, Inc., a publicly traded company.
Software Company - Going Private
Representation of a publicly traded software company in its transformation into a privately held company. We advised the company and its board of directors of the various securities law, Sarbanes-Oxley Act and corporate/fiduciary implications associated with taking the company private, and helped the company navigate its way through the regulations of the OTC Bulletin Board applicable to withdrawals of shares eligible for quotation.
Paint Applicator Company - Sale
Representation of a New Jersey-based leading supplier of paint applicator products to the retail industry in connection with its sale to the Gordon Brush Company.
French Pharma Company - Development Agreement
Representation of a France-based pharmaceutical manufacturer with proprietary drug delivery technology in a collaborative and development agreement of a generic pharmaceutical product to be marketed in the United States.
Drug Developer - Drug Marketing and Distribution
Representation of a scientist/developer of a new drug product licensed to a specialty drug manufacturer for the further development, marketing and distribution in the United States, and in exploring other international business opportunities.
Telecommunications Company - Asset Sale
Representation of 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.
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.
Jared Kushner - New York Observer Acquisition
Representation of Jared Kushner in his acquisition of a controlling interest in The New York Observer, a New York-based weekly newspaper focusing on the city's culture, real estate, media, politics and the entertainment and publishing industries.
Inverness Medical Innovations - Acquisition
Representation of Inverness Medical Innovations, a publicly traded medical device company, in its stock acquisition of a manufacturer and distributor of home testing medical products.
SportsNet New York - Term Loan Facility
Representation of 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.
Unilever - Custom Frozen Products Sale
Representation of Unilever in connection with the sale of its Custom Frozen Products business to Siméus Foods International, a portfolio company of Levine Leichtman Capital Partners.
Investment Bank - Music Publisher Acquisition
Representation of an investment bank in its potential acquisition of a major music publishing company - the largest transaction in the history of the music publishing industry.
Marathon/Reckson Executive Joint Venture - SL Green/Reckson Merger
Representation of a joint venture between Marathon Real Estate Opportunity Fund and senior Reckson executives in six separate transactions in the multi-billion dollar merger between SL Green and Reckson Associates Realty Corp., including an asset acquisition, the formation of a joint venture, two acquisition financings, an asset sale, and a mezzanine financing.
Unilever - Custom Dry Products Sale
Representation of Unilever in connection with the sale of its Custom Dry Products business to Kerry America, a unit of Kerry Group PLC.
Foreign Lender - Loan Restructuring
Representation of 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.
Textile Company - Sale
Representation of a producer and distributor of flame adhesive laminated textiles, in connection with the sale of substantially all of its assets.
MGM Transport - Sale of the Company
Representation of stockholders of MGM Transport Corporation, a nationwide furniture trucking and warehouse company based in High Point, NC, in connection with their sale of MGM to CF Holding Company, Inc.
Plainfield Asset Management - Asprey
Representation of 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.
Generic Drug Developer - Development Joint Venture
Representation of a generic drug formulation developer with expertise in developing, manufacturing, testing and packaging finished pharmaceutical products, in connection with a joint venture product development agreement, a royalty sharing derived from manufacture, and the distribution of the finished pharmaceutical product.
Condominium Developer - Construction Financing
Representation of 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.
Global Brokerage Firm - Proposed $100 Million Acquisition
Representation of a global brokerage firm in its proposed $100 million acquisition of a New York-based brokerage firm. Both were registered broker-dealers and the transaction featured broker-dealer regulation and compliance issues, NASD (now FINRA) issues, and Hart-Scott-Rodino compliance.
Waldor Insurance Agency - Sale
Representation of Waldor Insurance Agency, a retail insurance agency which serves the general commercial property and casualty insurance needs of clients throughout New Jersey and surrounding states, in its acquisition by publicly owned Brown & Brown.
Impala Partners - RGIS Acquisition
Representation of 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.
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.
Arthur Schuman - Grater Acquisition
Representation of Arthur Schuman, Inc., an importer and manufacturer of cheese, in connection with its acquisition of substantially all the assets of Grater, Inc.
Computer Generated Solutions - DMS Technology Acquisition
Representation of Computer Generated Solutions, Inc., a leading provider of software, systems integration, eLearning and outsourcing to organizations worldwide, in connection with its acquisition of DMS Technology Solutions LLC (d/b/a Altara), a Microsoft Dynamics partner recognized as one of the Top 10 Microsoft Dynamics partners worldwide.
Plainfield Asset Management - Westside Transload / Transload America
Representation of Plainfield Asset Management, one of the leading private equity firms in the United States, 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.
OTC Hedging Service - Market Formation
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.
Sega - Merger
Representation of Sega Corporation in its bid to merge its U.S. and European operations with a U.S. game software manufacturer.
Concord Associates - Empire Acquisition
Representation of 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.
Old London Foods - Sale
Representation of Old London Foods, the maker of Melba toast, and its stockholders in their sale of all the issued and outstanding stock to Nonni's Food Company.
Real Estate Company - DHD Windows & Doors Leveraged Buyout
Representation of a privately held real estate company in a leveraged buyout of the exclusive distributor in the Northeastern United States 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.
Major Hedge Fund - Internet Investments
Representation of 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.
Hedge Fund - Distressed CDO Acquisition
Representation of a hedge fund in its accumulation of a controlling position in the securities of a financially stressed CDO, and in the subsequent liquidation of the CDO.
Pirate Capital - Proxy Contest
Representation of a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.
Small Bone Innovations - Corporate Transactions
Representation of a small bone orthopedics company in its $42.2 million venture capital transaction; credit facility; joint ventures and strategic alliances and numerous acquisitions and licensing transactions.
DOV Pharmaceutical - Elan Joint Venture
Representation of DOV Pharmaceutical, Inc. in connection with its joint venture and related debt and equity financing with Elan Corporation, PLC., a Public Limited Company based in Ireland.
Testpak - Sale of Stock
Representation of Tespak, a privately held pharmaceutical packaging company, in connection with the sale of all of its issued and outstanding stock.
Reckson Strategic Venture Partners - Student Housing
Representation of Reckson Strategic Venture Partners, LLC in connection with the spin-off of its student housing business into, 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 "oasis" providing food, fuel and rest facilities along major highways.
Sun-Times Media Group - News Communications Investment
Representation of 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.
HQ Global Workplaces - Formation
Representation of HQ Global Workplaces, a flexible office suite company, in its formation by an alliance between Reckson Realty Associates Corp., Frontline Capital Group and affiliates of Halpern Realty. HQ Global Workplaces grew from six executive office centers to one of the largest flexible executive office suite companies in the world.
Acquisition of Automotive Emission Testing Company
Representation of a U.S. subsidiary of a public company based in Barcelona, Spain whose primary business is the distribution and treatment of water in its acquisition of all the issued and outstanding shares of stock of a Massachusetts-based company that was engaged in the business of developing technology and methodologies for improving testing of automotive emissions and designing, implementing, managing and operating vehicle inspection stations in the United States.
The Carson Group, Inc. - Sale
We represented The Carson Group, Inc. and its shareholders in its sale to The Thomson Corporation, a Canadian corporation. The transaction presented numerous anti-trust and M&A issues as Carson and Thomson were the market leaders in Carson's business.
Beverage Distributor - Joint Venture
Representation of a large domestic beverage distributor in its joint venture transaction with another large beverage distributor consolidating their Mid-Atlantic operations.
Computer Hardware Manufacturer - Merger
Counsel to a New York Stock Exchange listed computer hardware manufacturer in connection with its merger, which created the largest independent provider of computer storage systems for storage area networks and the Internet.
Fashion Designer - Financial Restructuring
Representation of a high fashion apparel designer/manufacturer in the restructuring of its debt and equity, including cancellation of institutional debt, new factoring arrangements and a joint venture with an overseas manufacturer.