OTC Hedging Service – Market Formation

Representation of a hedging service for over-the-counter commodities in forming a unique credit-enhanced automated trading market in a joint venture with an affiliate of Bechtel Corporation.

Major League Baseball Team – Private Placement

Represented a Major League Baseball team in a private placement of $41 million of variable rate senior notes.

Software Company – Going Private

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.

Film Equipment Company – Equity Offering

Represented a leading manufacturer of film and lighting equipment for the motion picture industry, and its selling stockholders, in connection with a $30 million secondary equity offering; a $15 million equity offering; and a $9 million secondary equity offering. (Prior firm experience)

Securities Brokers – State Insurance Department Investigation

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.

Horizon Telecom – Securities and Reorganization Issues

Represent Horizon Telecom, a publicly traded facilities-based telecommunications carrier that provides voice and data services to commercial, residential and local market segments, in connection with its securities law issues and the reorganization of its wireless personal communications service provider subsidiary.

Coffee and Tea Company – Private Placement and Acquisition

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.

Regional Brokerage Firm – Investor Claims

Representation of a regional brokerage firm in multiple investor claims alleging fraud and misrepresentation in connection with a failed private placement.

International Investigation – Market Manipulation

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.

Branch Manager – FINRA Investigation

Representation of the branch manager of a national retail brokerage firm in a FINRA investigation involving the failure to supervise in connection with a major defalcation from a customer account by an administrative employee.

Executive – SEC Investigation

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.

National Retail Brokerage Firm – Civil Litigation

Representation of a national retail brokerage firm in a state court action alleging sales practice violations.

Hedge Fund Managers – SEC Investigation

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

Mutual Fund Company – NASD Arbitration

Representation of an international mutual fund company in a NASD arbitration brought by a senior officer seeking alleged wrongfully withheld compensation and bonuses.

Employees – SEC Investigation

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

Securities Finder – SEC Investigation

Representation of securities finder in a joint U.S. Attorney and SEC action alleging fraud in connection with securities lending.

Legends Hospitality – Control Interest Transfer

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.

HappyNest REIT Inc. – Public Offering

Represented HappyNest REIT Inc., a real estate investment trust that provides qualified purchasers the opportunity to invest in a portfolio of commercial real estate assets, in a $50 million public offering pursuant to Regulation A, promulgated under the Securities Act of 1933, as amended.

Kaman Corporation – Form S-8

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.

Integrated Bio Pharma – Form S-8

Represented Integrated Bio Pharma in filing a Form S-8 and in providing general corporate advice.

Signature Group Holdings – Public Offering

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

National Retail Brokerage Firm – Arbitrations

Representation of a national retail brokerage firm and its employees in over 75 arbitrations alleging various sales practice violations.

SGH Escrow Corporation – Rule 144 High Yield Offering

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.

Regulatory and Securities Law Advice

Advised the broker dealer and investment advisor units of a multi-service financial institution on corporate and regulatory matters.

Empire Resorts Acquisition

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.

Regional Sports Network – $200 Million Credit Facility

Represented a major regional sports network in a $200 million syndicated term loan facility and related joint venture matters with its two major cable television joint venture partners.

Reckson Strategic Venture Partners – Student Housing

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.

Pirate Capital – Proxy Contest

Represented a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.

Horizon Telecom – Going Private Transaction

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.

Biopharma Company Securities Advice

Represented a publicly held biopharmaceutical company in its securities filings, reporting requirements and related corporate advice.

SEC Matter – Securities Fraud Allegations

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

Business Executive – Parallel Criminal and Civil Insider Trading Investigations Settled Favorably

Herrick successfully represented a business executive in parallel criminal and civil insider trading investigations conducted by the U.S. Attorney's Office for the Eastern District of New York and the SEC, in connection with allegations that our client and four other defendants used illegal tips to trade in the stock of a company prior to it being taken private in a multibillion dollar deal. Herrick was able to resolve the SEC claims with a favorable settlement which involved no admission of wrongdoing, and obtained no prosecution with the U.S. Attorney's Office.

Stellar Pharmaceuticals Inc. – Private Placement

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.

M&A Advisory – Polish Company Listing

Representation of an M&A advisory firm in developing a strategy to access the US public exchange as a foreign private issuer either by listing shares on the NYSE or issuing and listing ADRs.

Tigrent Inc. – Reverse Merger

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.

Senior Executive – U.S. Attorney/SEC Investigation

Representation of a senior executive of a national retail brokerage firm in a joint U.S. Attorney/SEC investigation relating to market timing activities. No charges were instituted against the executive.

National Retail Brokerage – State Court/NASD Arbitration

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.

Retail Brokerage – NASD Investigation

Representation of a retail broker of a national retail brokerage firm in a NASD investigation alleging numerous sales practice violations in connection with customer accounts. No charges were instituted after the filing of a Wells submission.

FINRA Investigation – Falsification of Records

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

Financial Service Firm – Insider Trading Investigation

Herrick successfully represented a financial services firm and key executives in a joint SEC and US Attorney's insider trading investigation related to the purchase of shares in multiple pharmaceutical companies, both domestic and foreign, prior to announcements of multibillion dollar mergers. The investigation concluded with no action taken against our clients.

International Insurer – FINRA Arbitration

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

FINRA Investigation – Gift and Gratuity

Representation of a senior trader in a FINRA investigation into the possible violation of FINRA gift and gratuity rules.

Senior Broker – FINRA Investigation

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

International Insurance Carrier – Indebtedness Recovery

Represented international insurance carrier in its attempts to recover a two million dollar indebtedness from a former account executive.

Regional Sports Network – $250 Million High-Yield Note Offering

Represented a leading regional sports network and franchise in the issuance of $250 million high-yield note offering.