David R. Hoffman: matters
New York University School of Law, J.D., 2006
Kenyon College, B.A., 2000
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.
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).
Hildene Capital Management—Hedge Fund
Representation of Hildene Capital Management, a hedge fund manager whose fund we helped to launch, in registering as an investment adviser with the SEC.
Chiral Advisors, LLC—Hedge Fund
Representation of Chiral Advisors, LLC in setting up a new domestic hedge fund that will engage primarily in a long/short equity and special situations-oriented investment strategy.
Hildene Capital Management—Fund Formation
Representation of Hildene Capital Management in forming Hildene Opportunities Fund II, an onshore/offshore master feeder fund, to invest in various credit related opportunities, including small and medium-sized corporate credits, single name credits, collateralized loan obligations, seasoned residential mortgage-backed securities, asset backed securities, bank debt, special situations, high-yield bonds, seasoned ABS CDOs, CRE CDOs, and other structured credit investments. This fund was Hildene's second hedge fund vehicle and following their initial fund that launched in May 2008.
Financial Institution - Syndicated Loan Facility
Representation of a major financial institution as administrative agent and lender in providing a $51 million senior secured credit facility—consisting of a term loan facility and a revolving facility with a sublimit for letters of credit—to IntegraMed America, Inc. (a Delaware corporation that provides services and products to medical practices specializing in infertility and vein disorders). We negotiated limited security agreements with a large number of medical practices to use certain accounts receivable payable to the practices to secure the loan.
Legends Hospitality - Syndicated Credit Facility
Representation of Legends Hospitality, LLC in connection with its senior secured lending facility. Legends Hospitality offers a broad range of sports business services including a focus on operating catering, concessions, retail merchandising and other facility management enterprises for major sports and entertainment facilities.
Legends Hospitality LLC - Senior Secured Credit Facility
Representation of Legends Hospitality, LLC and Legends Premium Sales, LLC in connection with their senior secured credit facility consisting of a term loan and a revolving credit facility with a letter of credit and swing line subfacilities. Legends Hospitality provides sports and entertainment venues with food, beverage, merchandise and other hospitality services.
Israel Discount Bank - Giants Financing
Representation of Israel Discount Bank as administrative agent and as a lender in amending an existing secured revolving credit facility to New York Football Giants, Inc. to increase the facility's size to $45 million. The loan's proceeds will be used for working capital purposes.
Representation of Legends Hospitality LLC—a joint venture among the Yankees, Dallas Cowboys and two private equity firms—in setting up business operations (which include running concession services at stadiums, arenas and other large venues), obtaining necessary permits and authorizations in the states in which it will provide these services, including New York, New Jersey, Pennsylvania, Texas and Florida, and protecting its intellectual property rights.
Plainfield Asset Management - Credit Facility
Representation of Plainfield Asset Management in amending an existing credit facility for Wyoming Entertainment, LLC. The deal required us to add a significant delayed draw term loan facility, extend the payment-in-kind feature and add a subsidiary as a guarantor.
Discovery Capital Management - Fund Restructuring
Completion of the first phase of the fund restructuring for Discovery Capital Management, pursuant to which they have solicited the consent of investors in their existing domestic and offshore fund of funds to restructure their funds into a master feeder fund of managed accounts platform with a revised investment strategy, revised fee structures and other new terms. We drafted all of the new fund documents in conjunction with offshore counsel in an expedited time frame to facilitate the resubscription of existing investments into the restructured fund vehicle.
Lehman Brothers - 2nd Lien Receivables Financing
Representation of Lehman Commercial Paper in closing a multi-million dollar, second-lien receivables funding for a special purpose vehicle subsidiary of a leading U.S. educational publishing group. In addition to documenting the loan facility, we negotiated an intercreditor agreement with the first lien lender of an existing $350 million receivables funding agreement.
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.
Money Center Bank - $125 Million Facility
Representation of a money center bank, as agent, in a $125 million syndicated senior secured credit facility of a large employee-owned company that manufactures equipment for refining and other heavy industries.
ARC Stone Capital - Indian Equity Markets Fund
Representation of a hedge fund in establishing a master feeder fund to invest in the Indian equity markets. We coordinated and structured offshore and domestic feeder funds investing through a Mauritius master fund, and also implemented sub-advisory arrangements with an Indian based research firm.
Financial Institution - Fund Management
Representation of a major financial institution in the management of a registered "fund of managers" and in the distribution of the fund shares through a broker wrap program.
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.
Commercial Bank - Medical Services Company Financing
Representation of a commercial bank as the sole lender in a $35 million senior secured credit facility (consisting of a $25 million term loan facility and a $10 million revolving facility with a sub-limit for letters of credit) to a company that provides services and products to medical practices that specialize in the infertility industry and varicose veins industry. The borrower's services including finance, administration, information systems, marketing and research. The borrower will use the proceeds to finance the acquisition of a varicose vein clinic company, to refinance and repay existing debt, and for working capital purposes.
Commercial Bank - Credit Facility
Representation of a leading commercial bank as the sole lender in a senior secured term credit facility to an investment manager of three real estate opportunity funds. The transaction required amending a previous facility to coordinate the payments, conditions and covenants of the two facilities.
Commercial Bank - New Markets Tax Credit Financing
Representation of a commercial bank in connection with a New Markets Tax Credit financing arrangement. The bank made a term loan to an SPV, which used the proceeds to make an equity investment in a "community development entity," ("CDE"), which in turn made loans to a "qualified active low income community business" to acquire and rehabilitate a 30,000 square foot building in The Bronx, New York.