Capital Markets

Represented a publicly traded software company in its transformation into a privately held company. We advised the company and its board of directors of the various securities law, Sarbanes-Oxley Act and corporate/fiduciary implications associated with taking the company private, and helped the company navigate its way through the regulations of the OTC Bulletin Board applicable to withdrawals of shares eligible for quotation.

Representation of more than 275 securities brokers of a number of national retail brokerage firms in proceedings before the NY State insurance department on issues concerning annuity exchanges (regulation 60 violations). We were successful in convincing the department to drop approximately 90% of the cases with no formal action and received favorable settlements in the case of the other 10% of the other advisors.

Represented a coffee and tea distribution business in its private placement and acquisition of the capital stock of another large specialty coffee and tea producer and distributor.

Representation of a foreign citizen in connection with an indictment by the U.S. Attorney’s Office and an SEC investigation alleging market manipulation of multiple OTC securities in the U.S. markets via the internet.

Representation of an executive of a national retail brokerage firm in a joint U.S. Attorney and SEC action alleging fraud in connection with securities lending.

Representation of two hedge fund managers in an SEC investigation relating to market timing activities. No charges were instituted.

Representation of multiple employees from a public company in an SEC investigation alleging misstatements in the company’s public filings. No charges were instituted.

Represented long-standing client Legends Hospitality in its entry into a share purchase agreement with the private equity firm Sixth Street. Under the share purchase agreement, Sixth Street acquired a controlling interest in Legends Hospitality. This investment will support Legends continued growth as a premium experiences company that specializes in delivering holistic solutions for sports, entertainment and attractions clients. 

In connection with the acquisition, Legends Hospitality (i) issued senior secured long-term notes and (ii) entered into a revolving credit facility and PIK facility. The net proceeds were used to redeem certain outstanding equity securities of Legends Hospitality and for working capital and general corporate purposes.

In order to preserve Legends Hospitality’s liquidity and support its continued investment in accretive, long-term capital projects, affiliates of Sixth Street and other third parties will provide Legends Hospitality with access to funding provided by an investment vehicle. The funding will be used for capital expenditures, pre-opening costs and other disbursements contemplated by contracts entered into by Legends Hospitality.

Represented Kaman Corporation, a NYSE-listed U.S. defense contractor, in filing a Form S-8 for securities to be offered in a stock incentive plan.

Represented Signature Group Holdings, Inc. in an underwritten public offering of common stock.

Represented SGH Escrow Corporation (Real Alloy, Inc.), a subsidiary of Signature Group Holdings, Inc., in a $305 million Rule 144 high yield offering of senior secured notes.

Represented Concord Associates, L.P. in its announced merger agreement and subsequent termination with Empire Resorts, Inc. involving the issuance of approximately 40% of the outstanding common stock of NASDAQ-listed Empire Resorts, Inc., in exchange for real property on the site of the Grossinger's Hotel and the Concord Hotel in the Catskill mountain region of New York.

Represented Reckson Strategic Venture Partners, LLC in connection with the spin-off of its student housing business and $220 million initial public offering by, American Campus Communities, Inc. We also represented RSVP in connection with its acquisition of 100% of the equity interests in a preeminent real estate development company that develops food, fuel and rest facilities along major highways.

Represented Horizon Telecom, a U.S. telecommunications company, in structuring a going-private transaction engineered through a series of reverse and forward stock splits. The transaction involved the submission of detailed securities law filings which were reviewed and commented upon by the SEC, and required a fairness opinion from a major investment banking firm.

Representation of a business executive in an SEC civil securities fraud matter alleging participation in a pump-and-dump scheme involving two penny stocks.

Represented Stellar Pharmaceuticals Inc. in a cross-border private placement of units consisting of one million common shares and three series of "step-up" warrants to purchase up to an additional three million common shares.

Represented Tigrent, Inc., global leader in high-quality and value-based training, conferences, publications, technology-based tools and mentoring to help customers become financially knowledgeable, primarily through its Rich Dad™ Education brand, in a reverse merger into a public shell company that allows Tigrent to be a public company.

Represented a national retail brokerage firm in successfully seeking a TRO, permanent injunction and monetary damages in connection with raiding of employees by a competitor.

Represented four account executives in an FINRA investigation alleging the falsification of records during a raiding dispute.

Representation of a major international insurer in a FINRA arbitration brought by a group of customers alleging improper selling- away by an account executive.

Representation of a registered senior broker in a FINRA investigation into possible selling-away activities.