Matters

IP, Sponsorship and Capital Raise for Sports Apparel Startup

Representing Q4 America, a start-up performance basketball brand based in Los Angeles that sells sports footwear, apparel and equipment, in intellectual property matters related to the development of a new brand of sneaker, sponsorship matters, athlete endorsements and capital raises.

Private Equity Fund – Clean Technology

Represented 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.

Unilever Technology Ventures Advisory Company – Venture Capital

Represented Unilever Technology Ventures Advisory Company LLC, an investment fund, in its formation and related investment advisory arrangement, and subsequent investments in technology-based start-up entities and venture capital funds. This fund is affiliated with Unilever NV.

Capital Raise in Bluegrass Dairy & Food Acquisition

Represented 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.

The Emmes Group of Companies – Venture Capital Financing

Represented The Emmes Group of Companies in the preparation of a convertible note purchase agreement, offering documents and an amended and restated operating agreement in connection with a capital raise.

Silas Capital – Investment in LifeFactory

Represented Silas Capital in its investment in LifeFactory, a company involved in the design of safe, modern, and eco-friendly glassware, and glass baby and beverage bottles.

Silas Capital – A-Round Shares Resale

Resale of a portion of A Round shares of a high-profile venture capital investment.

Silas Capital – Investment in Food Brand

Represented Silas Capital, a venture capital and private equity firm, in its minority investment in Vintage Italia LLC, owner of the Pasta Chips brand and a developing company engaged in premium snack foods.

Silas Capital – Investment in Boll & Branch

Represented Silas Capital in its investment in Boll & Branch (B&B), a luxury bedding and linens brand that ethically sources its products. Silas Capital will play an active role in solidifying the company’s position in the emerging direct-to-consumer luxury home textiles category.

Hollinger International – Investment Monetization

Represented Hollinger International in its efforts to monetize certain of its venture capital and private equity investments.

KEOConnect LLC

Represented 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.

Direct Adoption LLC

Represented the formation of a venture start up that creates and fosters a community for people who want to adopt children, including the launch of a content rich website.

Investment Firm – Venture Capital Investments

Represented off-shore investment firm in connection with its ongoing venture capital investment activities. The firm invests in domestic, as well as foreign companies with a primary focus on medical devices and hi-tech Israeli start-up companies.

VC Round Raise and Distribution Agreement

Represented Vanessa Blake Cosmetics, a full-service cosmetics company that provides a proprietary and unique bespoke line of skincare and cosmetic products and services, including cosmetic products with customized shades and pigments, in its venture capital round raise and its distribution agreement with Birchbox.

Venture Capital – Fruit Juice Investment

Represented a venture financing fund in its investment in an early stage fruit juice company.

Private Investment Firm – Venture Capital

Represented large private investor in connection with the preparation and negotiation of terms sheets for complex equity investment in a variety of privately held businesses.

Silas Capital – Built NY Auction

Represented Silas Capital, a venture capital and private equity firm, in the negotiation of letters of intent and a purchase agreement as part of a quasi-auction for the principal assets of a brand design firm. The transaction raised creditor rights and zone of insolvency issues.

Small Bone Innovations – Secured Credit Facility

Represented Small Bone Innovations (SBi), as borrower, in an $81 million secured credit facility with Hayfin Capital. The credit facility refinances SBi's debt (previously held by Garrison Investment Group) which was assigned by Garrison to Hayfin immediately prior to SBi closing on the credit facility, and provides SBi with up to an additional $25 million to use for general operating expenses.

Private Equity – Venture Capital Fund

Represented a private equity firm in establishing a semi-independent venture capital fund platform, including the negotiation of the terms of the venture capital fund platform documents and related compensation and governance issues.

Tech Startup – IP Matters and Venture Capital Funding

Represented start up company with innovative technology in the food safety industry in all aspects of its organization, development, acquisition and protection intellectual property and initial venture funding.

Venture Capital Angel Investments

Represented a New York based venture capital firm in its angel investments, including Pricing Engine, a provider of business intelligence tools for digital marketers, the RealReal, an online membership-based marketplace for previously-owned jewelry, accessories and clothing, Tailored, Inc., an online bridal and wedding planning service, and Apptopia, which runs an online marketplace designed to help broker the sale of mobile apps.

Fashionware – Intellectual Property Matters

Represented Fashionware Technologies Corp., a boutique technology solutions developer specializing in the fashion industry, in connection with intellectual property, marketing and corporate matters related to its proprietary Fashionware PLM software suite designed to manage the life cycle of products for apparel, footwear and soft goods companies.

New Media Company – Formation & IP Filings

Represented a new media company that provides dynamic digital content and advertising through kiosks in high traffic areas, such as the airports, that can also charge electronics and download digital content. We helped the company with its initial round of financing, its formation strategy and IP filings as well as its strategic alliance agreement with one of the largest airport retailers.

Venture Capital Firm – Regulatory Matters & Financing

Represented 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.

Silas Capital – Portfolio Investment Sale

Represented Silas Capital, a venture capital and private equity firm, in the sale of a portfolio investment, including the negotiation of applicable indemnities, representations and warranties.