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Michael H. Kessel: matters
Profile Matters News Events Publications
Ongoing
Marei von Saher - Restitution of Nazi-Looted Art
Representation of Marei von Saher in her efforts to recover hundreds of Nazi-looted artworks from the collection of her father-in-law, the renowned Dutch art collector and dealer, Jacques Goudstikker.
Ongoing
Rechler Equity Partners - Gabreski Airport Site Lease
Representation of Rechler Equity Partners on all aspects of their 40-year renewable ground lease to redevelop Suffolk County’s 55-acre Gabreski Airport. This transaction involved creative problem-solving, including severing the ground lease into multiple leases to coordinate with Rechler’s development schedule. The 500,000 square-foot business and technology center will house digital film studios, a 145-room hotel and a conference center, and is expected to generate 600 to 700 new jobs.
2011
Plainfield Asset Management - Sale
Representation of Plainfield Asset Management in the sale of a package of assets in connection with its liquidation, including a secured loan to a high-end retail company, an investment in an EU solar panel manufacturer and a Greek public company.
2011
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. 
2011
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.
2011
Plainfield Asset Management - Restructuring
Representation of Plainfield in restructuring Bellator Sport Worldwide, LLC—a mixed martial arts promotional company—of which Plainfield was majority owner. As part of the restructuring, Plainfield sold a portion of their equity in Bellator to a new private equity investor and converted its outstanding loans to Bellator into new equity. A major television network purchased a 50% interest in Bellator and agreed to broadcast Bellator’s sporting events on one of the network’s cable channels.
2010
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.
2010
Aristone Realty Capital  - Syndication Investment
Representation of Aristone Realty Capital in connection with a syndicated investment in debt secured by a distressed condominium development in New York City, and further financing to complete the project.  
2010
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. 
2010
Wolf Asset Management International - Customized Funds
Representation of Wolf Asset Management in completing a customized fund of funds managed account  platform to keep a fund of funds structure/administration in place while offering each institutional investor a customized individually tailored portfolio. We accomplished this through a Cayman Islands segregated portfolio company with a master feeder fund structure, allowing separate portfolios for each investor to be aggregated into one pool at the master level and invested into underlying funds.
2010
Hedge Fund Manager - Domestic Fund
Representation of a New York-based commodity hedge fund manager to update and revise its domestic hedge fund documentation to reflect changes to their structure and improve the marketability of their fund. The fund trades mostly commodity futures and options and is registered as a commodity pool operator with the CFTC.
2010
Dubilier & Company - Capital Raise
Representation of Dubilier & Company in its acquisition of Bluegrass Dairy & Food, LLC and in its capital raise to fund the acquisition, which was financed through a preferred stock financing, a senior subordinated credit facility, and a senior revolving and term loan credit facility.
2010
Broadway Gate - Merger
Representation of Broadway Gate Capital, a hedge fund manager with over $300 million of assets under management, in merging its advisory business with Pennant Capital Management, a hedge fund manager overseeing over $3 billion in assets. The transaction required consent from the investors of U.S. and Cayman based hedge funds and included the issuance of equity stakes in Pennant to the principals of Broadway Gate.
2010
Hedge Fund - Reverse Merger into Public Shell
Representation of domestic and Cayman Island-based hedge funds in their planned acquisition through reverse merger by an OTCBB-listed shell company.
2010
Gama Partners - Domestic Hedge Fund
Representation of Gama Partners, a startup hedge fund manager, in launching its new domestic hedge fund. Gama used a long/short global equity investment strategy with limited leverage.
2010
New York Yankees/Top Rank - Stadium Slugfest
Representation of both Top Rank and the New York Yankees in connection with the Stadium Slugfest event at Yankee stadium. The event featured the Super Welterweight Championship bout between Yuri Foreman and Miguel Cotto. This was the first boxing event at the new Yankee Stadium, which generated a great deal of media coverage and was offered as part of HBO's regular subscription service rather than pay-per-view. We represented Top Rank and the Yankees with respect to the site agreement, and also produced all agreements with the fighters, HBO, the international TV broadcasters and sponsors.
2010
New York Yankees - Tax Efficient Program
Representation of the New York Yankees in connection with the development of the new Yankee Stadium in helping structure a tax efficient program for premium seating, including luxury suites, involving the negotiation and preparation of license, ticket and food and beverage agreements. This included consideration of complex tax matters. The agreements were typically multi-year, involved substantial financial commitments and required further negotiation on select issues. 
2010
Stillwater Capital Partners - Acquisition of Assets by Public Shell
Representation of 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.
2010
Hironen Co. - Acquisition
Representation of Hironen Co., a Japanese manufacturer of "bridge" segment synthetic and natural fabrics, on acquiring a U.S. agent/distributor.
2009
Northern Lights Hockey, LLC
Formation of Northern Lights and acquisition of the rights to operate the United States Hockey League Team in Dubuque, Iowa.
2009
Youngwoo - AIG Headquarters Acquisition
Representation of Youngwoo & Associates in acquiring the AIG headquarters building at 70 Pine Street and an adjacent building in Manhattan. A joint venture that included investors in Korea funded the $150 million purchase price, which established a new floor for commercial property values downtown.
2009
Colt Defense - High Yield Debt Offering
Representation of Colt Defense in a $250 million high yield debt 144A offering and a $50 million revolving credit facility that recapitalized its balance sheet and gives it greater flexibility to pursue strategic acquisitions.
2009
Quik Park - Garage Acquisition and Financing
Representation of Rafael Llopiz of Quik Park, one of New York's leading parking garage operators, in acquiring and financing the garage condominium unit in the 40 Mercer Street Condominium--a luxury condominium designed by Jean Nouvel, a winner of the Pritzker Architecture Prize.
Ongoing
Apartment Corporation - Second Avenue Subway
Representation of a major apartment corporation in negotiating a complex transaction involving the work to the building necessitated by the Metropolitan Transportation Authority's condemnation of portions of the apartment corporation's property in anticipation of their construction of the Second Avenue subway.
2009
Syska Hennessy - New U.S. Headquarters Lease
Representation of Syska Hennessy in a 15-year lease for its new 65,000 square foot U.S. headquarters at 1515 Broadway.
2009
Legends Hospitality
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.
2009
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.
2008
Yankees Stadium - Hard Rock Café Deal
Representation of the New York Yankees and its affiliates in two separate joint ventures with the Hard Rock Café. The Hard Rock Café and a newly branded "NY Steak" prime steakhouse restaurant will open in an area adjacent to right field at the new Yankee Stadium.
2008
Real Estate Company - Massive Residential Portfolio Acquisition and Financing
Representation of a major real estate investment and service company in its acquisition and financing of a five-state, 14-property portfolio of residential rental and condominium apartment complexes involving complex real estate, zoning, tax, insurance, litigation and corporate structuring issues. The portfolio was financed through 14 first mortgage loans and 12 mezzanine loans, culminating in a four-day closing.
2008
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.
2008
Heirs of Kazimir Malevich - Amsterdam Settlement
Representation of the heirs of the world-renowned Russian artist Kazimir Malevich in their litigation against the City of Amsterdam to reclaim artworks created by their ancestor. This litigation was successfully settled in April 2008 when the City of Amsterdam returned five Malevich paintings to the heirs.
2008
Hedge Fund - Investment in Pre-Settlement Financing Companies
Representation of a large hedge fund in the first step of a $175+ million investment in two companies developing an integrated business product platform to increase their market position in the law firm pre-settlement financing market. The capital structure will include a $25 million senior credit facility for the group invested in, a $25 million senior subordinate credit facility to a new company that will develop the integrated business product platform, a $125 million senior facility for that new company, and a $3 million equity investment.
2008
Private Equity Fund - Real Estate Fund Formation
Representation of a private equity fund in the formation of a real estate fund for investments primarily in Southeastern U.S.
2008
Insurance Company - CDO Asset Management Company Investment
Representation of an insurance company in the formation of a joint venture CDO asset management company.
2007
Sports Technologies - Joint Venture with Sports Illustrated
Outside general counsel to a joint venture between Sports Technologies, Sports Illustrated and Time Inc. Interactive. The joint venture was formed in connection with the sale of FanNation.com to Sports Illustrated to develop other related properties and technologies.
2008
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.
2007
Developer - Complicated Loan Acquisition
Representation of a major New York developer in its acquisition of a senior mezzanine loan and a junior mezzanine loan secured by pledges of the direct and indirect equity interests in the owner of a Manhattan commercial building. The transaction also involved negotiating an intercreditor agreement with the existing mortgage lender, amending the existing mortgage loan and mezzanine loans, and negotiating a related joint venture agreement.
2007
Weapons Manufacturer - Leveraged Recapitalization
Representation of a leading military small arms manufacturer in a leveraged recapitalization involving an investment and concurrent mezzanine financing and an amendment to the senior credit facility.
2007
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.
2007
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.
2007
Sports Technologies - Formation and sale of FanNation.com
Representation of Sports Technologies, Inc. in its formation and initial capitalization and subsequent development of FanNation.com, one of the first fantasy sports community websites.  Subsequent representation of the company in its first licensing deal with Sports Illustrated. Four months into a year-long licensing deal, Sports Illustrated purchased FanNation.com from Sports Technologies. The FanNation.com transaction remains as one of the watershed deals in the sports media technology space. (Prior firm experience)
2007
Hedge Fund - Music Acquisition Financing
Representation of a Connecticut-based hedge fund and a Wall Street investment bank in connection with their joint acquisition financing and restructuring of a secured multi-draw term loan facility. A portion of the proceeds were used by the borrower, a global music publisher, to acquire an interest in the song catalogs of Kurt Cobain, John Lennon, Daryl Hall & John Oates; Holly Knight, an accomplished musician and songwriter who has written hits for Tina Turner, Pat Benatar and Aerosmith; Six Degrees; Blue October; The Matrix; and Daniel Johnston, among others.
2007
Euristates, Inc. - Romanian Investment
Representation of Euristates, Inc., the New York office of a French investment fund, in acquiring a majority stake in a Romanian investment company.  This representation entailed performing due diligence on the assets of the Romanian company, and negotiating the transaction in Romania.
2006
Euristates - Boston Development Joint Venture
Representation of Euristates, Inc. in connection with its joint venture with a Boston developer for construction of a residential condominium complex. We also represented the joint venture in connection with construction financing for the project.
2006
Marei von Saher - Goudstikker Collection - Dutch Restitution
Representation of Marei von Saher in her successful efforts to recover 200 artworks looted from her father-in-law, the renowned Dutch art dealer, Jacques Goudstikker, during the Second World War. The works had been held by the Dutch Government for over 50 years.
2006
New York Yankees - New Stadium Financing
Representation of the Yankees in the issuance of $960 million of municipal tax-free and taxable bonds by the New York City Industrial Development Agency, which will finance the lease of the site and construction of a new, state-of-the-art stadium. We leveraged the firm's broad expertise in real estate, construction, corporate and tax disciplines to complete this innovative financing structure.
2006
Life Insurance Company - Acquisition
Representation of one of the largest life insurers in the world in its $130 million acquisition of 28 CVS drug stores in connection with 1031 exchanges.
2006
Investment Bank - Costa Rica Resort
Representation of a large investment bank in connection with debt and equity investments made with respect to a resort, including golf course, to be constructed on the Pacific coast of Costa Rica.
2006
Channel Islands JV - Structured Credit Management
Representation of a joint venture based in the Channel Islands and New York in its formation. The new company will manage CDOs and other structured credit products.
2006
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.
2006
Private Equity Fund - Flexible Investment Fund
Representation of a middle-market-oriented private equity fund with a model that allows investors to opt in or out of specific proposed investment transactions.
2005
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.
1999
Heirs of Kazimir Malevich - Various Restitutions
Representation of the heirs of Kazimir Malevich, the noted early Twentieth Century avant-garde artist, in connection with the recovery of his works from the Museum of Modern Art and the Busch-Reisinger Museum at Harvard University.