Privately Held REIT

Represented client in the creation of a privately held REIT for two institutional investors to acquire an office property.

Solar Energy – Joint Venture

Represented a solar energy developer in structuring and negotiating a joint venture with an institutional investor.

Broker-Dealer Formation

Represented one of the top fixed-income traders in the U.S. in the formation of a broker-dealer that is located in Puerto Rico to take advantage of special tax incentives, and the development of an industry-first corporate bond pricing model and data service. Our client will provide a specified percentage of its profits to charitable causes under the “B” Corporate structure.

Landwin Management – Proposed IPO

Represented Landwin Management, a commercial real estate investment firm, in filing a registration statement in connection with a proposed initial public offering.

Standard Partners Management LLC – Hedge Fund Formation

Represented Standard Partners Management in the formation of a domestic hedge fund that will invest in undervalued situations across a broad range of asset classes, industries and markets by utilizing its own proprietary fundamental research, sourcing and diligence methodologies.

Bienville Capital Management – Private Equity Fund Endowment

Represented Bienville Capital Management in the negotiation of a $75 million anchor investment into its Argentina private equity fund by a university endowment and the related restructuring of the fund.

New York-based Investment Manager – Argentine Joint Venture

Represented a New York-based investment manager in a joint venture with an Argentine investment advisor in establishing a private investment fund investing in Argentine public equities, debt, private equity and real estate. The initial closing will be approximately $40M in investments with the fund ultimately targeting $300M in investments.

Cardax Pharmaceuticals, Inc. – Financings and Reverse Merger

Represented Cardax Pharma, a development stage life sciences company, in several financing rounds and its reverse merger with a public company. Cardax trades on the OTCBB under the symbol "CDXI".

Concise Capital Management, LP – Fund Restructuring

Represented an SEC-registered investment adviser in the restructuring of its Cayman Islands master-feeder fund complex to reflect the addition of new share classes and changes to fee terms.

Khrom Capital Management – Fund Restructuring

Represented Khrom Capital Management in negotiating a seed investment by a large university endowment, restructuring terms of the existing fund vehicle to accommodate the seed investor, and converting the fund into a master-feeder structure.

Elanus Capital Management, LLC – Series Hondius

Represented Elanus Capital Management, LLC in the formation of Series Hondius, a series of Elanus Capital Investments, LLC, that was formed to acquire $10 million of Credit-Linked Floating Rate Notes issued by a large financial institution.

Bienville Capital Management, LLC – Bienville Capital Partners Offshore, Ltd.

Represented Bienville Capital Management in the formation of Bienville Capital Partners Offshore, Ltd., a Cayman Islands exempted company, which invests in a portfolio of hedge funds managed by third-party managers. Through a tactical overlay strategy, the Fund may also invest up to 25% of its assets in direct investments.

Dryden Capital – Offshore Fund

Represented a master-feeder hedge fund which invests opportunistically in a long-short balanced portfolio consisting primarily of U.S. equity securities.

Davidoff Capital, LLC – Domestic Fund

Represented an investment advisor in the formation of a master-feeder hedge fund structure with a global investment strategy.

Powers Fastners – Stanley Black & Decker

Represented 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.

Mediware Information Systems – Going Private

Represented 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.

Garrison Special Opportunities Fund – Loan Acquisition

Represented Garrison Special Opportunities Fund LP in the acquisition from a large investment bank of senior mezzanine and first mortgage loans encumbering a property on Manhattan's Upper West Side. Our work included negotiating financing for the loans with a European bank, and handling the restructure of a junior mezzanine loan, a senior mezzanine loan and a mortgage loan with the owner.

International Investment Bank – Broker Dealer Formation

Represented an international private investment bank regarding tax structuring, regulatory compliance and risk mitigation issues for their outsourcing and employee sharing arrangements related to registering a U.S. broker dealer subsidiary.

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.