Matters

Major Concessions Company – Product Offerings

Representation of major concessions company in connection with the offering of its client product offerings.

NHL Hockey Team – Naming Rights

Represented NHL hockey team as outside counsel in connection with its naming rights transaction.

Yankee Global Enterprises – Acquisition of Equity Interest in YES Network

Represented Yankee Global Enterprises (the “Yankees”) as lead counsel in connection with the Walt Disney Company’s sale of its equity interest in the YES Network to a newly formed investor group. The investor group acquired the 80 percent of the YES Network not already held by the Yankees at a total enterprise value of $3.47 billion.

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 – $700 Million Commercial Financing

Represented Kaman Corporation, a NYSE-listed U.S. defense contractor, in a $700 million revolving and term loan commercial financing transaction.

Marcus & Millichap Acquisition

Represented Marcus & Millichap, a publicly traded company, in their acquisition of Dallas-based Metropolitan Capital Advisors. 

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.

CoreNet Global – ProBono Outside Counsel

Herrick acts as pro bono outside corporate counsel to the New York City Chapter of CoreNet Global, a non-profit association, headquartered in Atlanta, Georgia (U.S.), representing more than 10,000 executives in 50 countries with strategic responsibility for the real estate assets of large corporations.

General Counsel to Telecommunications and Cloud Communications Company

Acting as General Counsel on a full spectrum of corporate matters to a provider of on-demand voice and data communications systems that include telecommunications and cloud communications.   

Marcus & Millichap Acquisition of Dallas Based Commercial Real Estate Finance Intermediary

Represented Marcus & Millichap, Inc., a leading brokerage firm specializing in commercial real estate investment sales, financing, research and advisory services, in its acquisition of Metropolitan Capital Advisors (MCA), a commercial real estate finance intermediary specializing in arranging debt and equity for commercial real estate on behalf of developers, investors and owners.

Resources

Represented Major Hospitality Organization in Certification of COVID Compliance

Represented and advised major food, beverage and stadium operations corporation serving entertainment venues in certifying all venues were compliant with mandated COVID safety regulations. 

Represented High Net Worth Investment Vehicle in Securing Assets to Operate CBD Business

Represented a high net worth investment vehicle in a new venture seeking to take control of an ecommerce CBD business by joining with secured creditors and exercising the rights and remedies of the creditors to secure the assets to continue to operate business.

Represented Investment Vehicle in Acquiring Exclusive Manufacturing and Distribution Rights

Represented a high net worth investment vehicle in securing a control position of an entity purchasing world-wide Intellectual Property rights of a an iconic soda company.  The acquisition includes the exclusive rights to a newly launched spiked seltzer division, exclusive license rights to manufacture and distribute an international hard seltzer line and rights to an after alcohol revival beverage. 

Represented Investment Company in Structuring and Development of CBD Business

Represented investment vehicle in its structuring and developing of a CBD line of products to be marketed at big box stores and kiosks and counseled on accompanying intellectual property issues.  

Concession Service Provider – UK Acquisition

Represented international concession service provider in its acquisition of UK hospitality provider specializing in providing premium customer event experiences.  

Professional Sports Association – Database of Medical Providers

Representing professional sports association as integrity counsel in establishing a database to maintain the purity of medical providers.

General Corporate Matters – Bespoke Travel Agency

Represented leading luxury travel company as acting General Counsel to provide a spectrum of corporate advice.  

Marcus & Millichap – Mission Capital Acquisition

Represented Marcus & Millichap, a publicly traded company, in their acquisition of New York-based real estate finance advisory firm Mission Capital Debt & Equity.

Cantor Fitzgerald Securities – Administrative and Collateral Agent in Exit Facility

Represented Cantor Fitzgerald Securities as the administrative agent and collateral agent under an $85 million exit facility following the successful Blackhawk Mining, LLC, et al. (Bankr. D. Del.), chapter 11 cases, which involved over 100 properties, encompassing active mining complexes in West Virginia and Kentucky and substantial metallurgical and thermal coal reserves in West Virginia, Kentucky, Indiana, Illinois and Ohio. The finance component included establishing a collateral trust arrangement by transferring all of the collateral, loans and obligations to a collateral trust and amending and restating the existing loan documents. The real estate component included assigning existing mortgages encumbering the properties, amending and restating the existing mortgages and memoranda of intercreditor agreements to secure Cantor’s interest as collateral trustee, preparing as-extracted collateral filings, reviewing specific requirements related to leasehold properties, and title review.The real estate component included terminating existing mortgages encumbering the properties, preparing new mortgages to secure Cantor’s interest, preparing as-extracted collateral filings, reviewing specific requirements related to leasehold properties and title review. Herrick previously represented Cantor Fitzgerald as the administrative agent and the collateral agent under Blackhawk’s (i) pre-petition $660 million first lien term loan facility and (ii) $150 million DIP term loan facility in connection with the pre-packaged restructuring of approximately $1.1 billion of debt, which involved assigning the previous administrative agent’s interest in all of Blackhawk’s properties in West Virginia, Kentucky, Indiana, Illinois and Ohio to Cantor Fitzgerald, as administrative agent.

Wilkinson Global Capital Partners – Purchase Agreement

Represented Wilkinson Global Capital Partners LLC, a leading asset management and investment advisory firm, in its purchase of Wilkinson Global Asset Management, a New York-based private wealth investment manager, pursuant to a call option. The sale was made in accordance with a multi-year financing agreement with the seller, Fiera Capital.  

Resources

Global Provider of Cloud Based Software – Acquisition of Cyber Threat Detection Company

Advised Datto Holding Corp. (NYSE:MSP), the leading global provider of cloud-based software and technology solutions purpose-built for managed service providers (MSPs), as lead counsel in connection with its acquisition of BitDam Ltd. (“BitDam”), an Israel-based cyber threat detection company. BitDam’s cyber-defense platform secures collaboration tools, such as M365 and Google Workspace, from ransomware, malware, and phishing.

Concession Agreement – University

Represent global advisory, development and investment company for the sports and live entertainment industries in concession agreement with major university. 

Fox Sports/NYRA – Landmark Wagering and Media Rights Agreements

Represented New York Racing Association, Inc. (NYRA) in an expanded partnership agreement establishing Fox Sports as NYRA Bets' official wagering partner and the leading media provider for elite thoroughbred racing through the next decade. The prior FOX Sports/NYRA media rights agreement provided a FOX Sports subsidiary with an option to acquire a 25% stake in NYRA Bets, LLC, a leading Advance Deposit Wagering (ADW) platform available to customers in 30 states across the country. The FOX Sports subsidiary will exercise this option by the summer of 2021, pending final regulatory approval. 

The agreement provides a FOX Sports subsidiary with a future opportunity to increase its equity interest in NYRA Bets.

Resources

Lido Advisors – Key Strategic Partnership

Represented Lido Advisors ("Lido"), a nationally recognized wealth advisory firm, in its entrance into a key strategic partnership with Charlesbank Capital Partners ("Charlesbank"), a middle market private investment firm.  Through the partnership, Charlesbank will become a significant investor in Lido alongside the founders and management team.   

“We couldn’t be more excited to partner with Charlesbank at this pivotal time for Lido and, more importantly, for our clients,” said Jason Ozur, Lido’s Chief Executive Officer. “With Charlesbank at our side, our unparalleled investment and wealth planning solutions will continue to expand, both in breadth and scope, all to the benefit of our clients.”

Founded in 1999 and headquartered in Los Angeles, Lido is a full-service, independent Registered Investment Advisor (“RIA”) that brings an innovative family office investment approach to grow and safeguard its clients’ wealth and legacies. Lido’s clients include high-net-worth and ultra-high-net-worth individuals, family offices, corporate executives, non-profit organizations and foundations.  

Resources

Private Equity Firms, Family Offices and Institutional Investors- SPAC Investment Advice

Advising private equity firms, family offices and other institutional investors in multiple investment opportunities in special purpose acquisition company (SPAC) transactions in a variety of industries.  

Michel Design Works Acquired by Portfolio Company of Audax Private Equity

Represented the shareholders of Michel Design Works Ltd, a leading omni-channel lifestyle brand, in connection with its stock sale to Stonewall Kitchen, a premier specialty food and home goods platform in North America.  Stonewall Kitchen is a portfolio company of Audax Private Equity, which has invested over $7 billion in more than 140 platforms and over 1,000 add-on companies.  

Resources

Acquisition of Global Data and Analytics, Innovation and Digital Media Agency

Represented Legends in its acquisition of 4Front, a global data and analytics, innovation and digital media agency.  4FRONT will retain its company name and operate as part of Legends Global Technology Solutions division, building on Legends’ expertise in data consulting and digital activation.  Legends Global Technology Solutions is an industry leading sports and entertainment digital, technology and experiential advisory with the deepest experience in some of the largest, most complex projects in the world of sports and entertainment.

Resources

Acquisition of Online Concrete Fastener Company

Represented longtime client in the purchase of an online concrete fastener company that involved complex tax issues. Advised on intellectual property matters involving proprietary business systems and software.  

Acquisition of Preeminent Entertainment Company by Investment Entity

Represented the owners of Break The Floor Productions, a preeminent dance entertainment company, encompassing touring theatrical productions, dance workshops, photo and video production, corporate events and apparel in its acquisition by an investment entity. 

Transfer of Assets and Brand of High-End Retail Clothing Company

Represented owners of a high-end retail clothing company in the successful transfer of the assets and brand to a competitor. 

Represented Leading Producer of Golf Equipment and Apparel in Sale of Business Transaction

Represented Sun Mountain Sports, Inc. ("Sun Mountain"),  a leading producer of golf equipment and apparel, in a sale of business transaction to a private investment firm, Solace Capital Partners.  

Founded in 1981, Sun Mountain is a pioneer in the golf industry known for its best-in-class brand and many innovations in golf bags, push carts, and outerwear. Sun Mountain’s products are sold in national retail stores, specialty golf stores, and pro shops, as well as online and internationally. The sale did not include Sun Mountain Motor Sports, which produces motorized golf cars under the Finn Scooters brand.  

Three Ocean Partners served as financial advisor to Sun Mountain. 

Resources

Churchwick Partners – Preferred Equity Raise

Represented Churchwick Partners in a multi-million dollar preferred equity raise from a specialty finance group to fund the acquisition of a portfolio of extended stay hotels.

Negotiated separation agreement for senior executive of professional sports team

Represented senior executive in the negotiation of a separation agreement from a professional sports team. 

Represented D.C. United in Establishment of Retail Sportsbook at Audi Field

Represented D.C. United in connection with the establishment of a state-of-the-art retail sportsbook at Audi Field operated by FanDuel. FanDuel is the first sportsbook to set up shop at a Major League Soccer stadium, bringing the soccer league into line with the NFL, NBA  and NHL. The FanDuel sportsbook stretches over 2,700 square feet and features three wagering stations, 47 HD televisions, two large video walls, 18 self-service kiosks, and an uninterrupted view of the field for fans to enjoy D.C. United matches and other sporting events.

Resources

Represented Apparel Manufacturing Platform in Equity Purchase Agreement

Represented automated, vertically integrated, and on-demand apparel manufacturing and customization platform in its acquisition of the outstanding equity of a subsidiary of a provider of digital commerce solutions. In connection with the equity purchase, the Herrick team also negotiated several commercial agreements, including a client services agreement and a transition support agreement between the buyer and the seller.  

Series B and C Round Financing for Prop Tech Company

Represented CultureWorks, Inc., and international prop tech company, in Series B and C financing rounds and commercial debt financing. 

Real Estate Developer – Joint Venture

Represented real estate developer in joint venture with an industrial partner. 

Internal Restructuring of Real Estate Family Office

Represented clients in internal restructuring of real estate family office restricting and facilitating entity simplification plan to implement client desired future business goals, involving more than 80 entities.

International Investor – Disputes Involving Jointly Owned Investments

Represented sophisticated international investor with an extended multi-million-dollar portfolio and unwinding of jointly owned investments with co-managers in connection with disputes. Required negotiation of complicated transaction documents and securing approvals of transfers by portfolio company.

Significant Shareholder of Turkish Family Enterprise – Shareholders’ Rights

Represented significant shareholder of an American-Turkish family enterprise to examine rights and remedies against rogue manager and navigating control issues; assisted in conducting special meeting of shareholders and board of directors.

US Affiliate of Turkish Corporation – Negotiation of Independent Contractor Consulting Agreement

Represented US affiliate of a Turkish start-up after first round of a multi-million dollar raise in Turkey in the negotiation of independent contractor consulting agreement for key person, including provision for incentive compensation consisting of equity ownership in order to position the company for a potential IPO in the US.

Formed Joint Venture in the U.S. Led by a Well-Known Turkish Company and Drafted Accompanying Agreements

Formed a joint venture in the United States led by a well-known Turkish shipping company and drafted the shareholders' agreement governing the relationship between the corporation and its US stockholders.

Represented Formula 1’s Las Vegas Grand Prix in Sponsorship and Partnership Agreements

Represented Las Vegas Grand Prix, Inc., a subsidiary of Formula 1 owner Liberty Media Corporation and the promotor of the Formula 1 Las Vegas Grand Prix, in its sponsorship agreement and partnership with Aristocrat Technologies, Inc., a leading slot machine and casino game manufacturer.

Resources

CreateMe – Acquisition of the Outstanding Equity of Product Personlization Platform

Represented CreateMe in connection with its acquisition of the outstanding equity of a premium product personalization platform. 

Represent Borrower in Connection with Loan from Private Equity Firm

Represented cinematic production resource company, as borrower, in connection with a loan from private equity firm that partners with middle market companies. 

Represented College in Acquisition By Venture Capital Firm

Represented an accredited fully online design college in its acquisition by a venture capital firm specializing in higher learning opportunities.

Privately Owned Real Estate Investment Advisory Firm -Acquisition of Health Care Related Properties

Representation of privately owned real estate investment and advisory firm, as managing member of programmatic joint venture with value-oriented REIT focusing on investment in institutional quality real estate to acquire and operate medical office buildings, together with other potential healthcare related properties across U.S. markets.

Represented Shareholders in Asset Sale of Independent Medical Examination Provider

Represented shareholders in multi-million-dollar sale of assets of an independent medical examination provider (IME). The IME serves insurance carriers, employers, and third-party administrators, to leading provider of IMEs, peer reviews, Medicare compliance, record retrieval, document management and related services, with clients in the U.S., Canada, the United Kingdom and Australia.  The agreement provided for post-closing employment and restrictive covenants of selling shareholders and key personnel and bonus payments relating to key employee retention.

Employment Agreement – Professional Services Firm

Represented Chairman and President of a leading professional services firm that specializes in real estate and investment management firm in connection with his employment agreement.

Represented Legends in Potential Joint Venture with Provider of a No-Code Platform

Represented Legends in connection with potential joint venture with a provider of a no-code platform that provides a non-fungible token (aka NFT) wallet, access to multiple blockchains, tokenization and utility-driven smart contracts to empower marketers and brands to build web3 customer loyalty communities.