Hedge Funds - General Counsel
Representation of institutional hedge funds, fund of funds and separate account investment managers as outside general counsel, including Stillwater Capital Partners, Wolf Asset Management International, Victoire Finance Capital, Karpus Investment Management, PCE Investors (U.S. matters), Discovery Capital Management, Hildene Capital Management, Wolf Asset Management International, Witter Partners, FIS Group and others. We advise and consult on a wide variety of corporate, regulatory and transactional matters in connection with the ongoing operation of their investment management business.
Balfour Investors Inc. - Cleancor Joint Venture
Representation of domestic and foreign private equity investors
affiliated with Balfour Investors Inc. (“Balfour”) in connection with
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.
PCCP Capital – $65M Mortgage Financing
We represented real estate private equity firm PCCP Capital in the origination of a $65M loan used for the acquisition and repositioning of Cassa Hotel, a 165-room luxury hotel property in New York City.
Private Equity Fund - Clean Technology
Representation of 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.
Tradenet Investments - Equity Investment
Representation of Tradenet Investments, Ltd., a venture capital investment firm whose principals are based in Singapore, in its equity investment in Georande, Ltd., a Cyprus holding company that invests in agricultural land in the Ukraine. The transaction involves linking the equity investment to an existing non-recourse loan made by a third company, MCB Finance, to Georande.
ACA Investments - Investment Vehicle
We helped ACA Investments—a Singapore affiliate of our client, ACA Inc.—form an investment vehicle in the Cayman Islands as part of a tender offer play for a controlling interest in a Japanese company. We established the vehicle as a Cayman Islands exempted limited partnership.
Private Equity Client - Executive Retention Program
Representation of 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.
Nikko Capital Partners - Private Equity Fund
Representation of Nikko Capital Partners K.K. in structuring and setting up a $200 million special situations investment fund for Ant Global Partners Pte., Ltd., a subsidiary of Nikko Capital Partners K.K. as the fund manager, and two private equity funds managed by Elliott Advisors, the sole investors. The fund was structured as a Cayman Islands limited partnership and the fund manager as a Singapore private limited company.
Private Equity Fund - Music Industry Deal Restructuring
Representation of 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.
Meecorp Capital Markets LLC - Building Acquisition
Representation of an affiliate of Meecorp in the acquisition of 1401 Feehanville Drive, Mount Prospect, IL, a single tenant office building occupied by ITT Educational Services. Financing was provided by Harris Bank, which we recommended to our client.
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.
Private Equity Fund - Investment in Technology Company
Representation of a Cayman Islands-based private equity fund in a $1 million Series B investment in a California developer and manufacturer of wireless audio and video home networking multimedia technology products.
Sindicatum Carbon Capital - Green Private Equity Fund
Representation of Sindicatum Carbon Capital, an institutionally backed joint venture management company, in establishing a Cayman Islands-based private equity fund formed to make global investments in greenhouse gas reduction projects intended to generate tradable carbon credits pursuant to international treaty mechanisms.
Silverleaf Capital Group - European Real Estate Fund Formation
Representation of Silverleaf Capital Group in forming a Malta based private equity fund to invest in real estate development projects in Croatia, Montenegro and Serbia. We worked with the fund's management and other service providers to structure the fund and draft offering documents and related agreements, and to customize the fund's structure to meet investor demands.
Hildene Capital Management - Master Feeder Fund Formation
Representation of Hildene Capital Management, a private equity fund, in drafting formation documents for onshore and offshore feeder funds as part of a master feeder fund structure for the company. This is a structured finance, credit and special situations fund formed to invest in structured finance securities, direct structured lending, bank debt, high-yield bonds and special situation equity securities of various companies, primarily focusing on small-cap companies (essentially an ABS fund formed to capitalize on opportunities in the current ABS market). We also helped structure the management company and implement employee compensation arrangements.
Private Equity Fund - Sub-Prime Fund
Representation of 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 - Employment Contracts
Representation of a private equity fund in drafting executive employment contracts in connection with the company's acquisition of a holding company engaged in various insurance and reinsurance businesses.
Hollinger International - Investment Monetization
Representation of Hollinger International, a major international newspaper company which owns more than 400 titles, in connection with its efforts to monetize certain of its venture capital and private equity investments.
Private Equity Fund - Investments
Representation of Plainfield Asset Management in Series B Round investment and Series C Round investments in a well-known payments system startup company.
OnForce - Sale to Private Equity Group
Representation of the founder of OnForce, Inc., a leading internet platform for computer consultants, in the sale of a majority interest in the company to a private equity group. (Prior firm experience)
Plainfield Asset Management - Westside Transload / Transload America
Representation of 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.
Hybrid Private Equity Fund - Israeli-Asian Bridge Capital
Representation of Israeli principals in the formation of a Cayman Islands-based hybrid private equity fund with investors from Japan and Israel. The fund made bridge financing and other investments in technology companies in Japan and the United States. (Prior firm experience.)
Private Equity Fund - Hedge Fund Loan
Representation of a private equity fund in making a loan to a hedge fund for liquidity purposes, secured by the hedge fund’s securities portfolio.
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)
Private Equity Fund - Environmental Fund
Representation of a private equity fund in its formation of National Resources, a $100 million equity fund to acquire, remediate and dispose of environmentally troubled real estate.