Matters

Global Law Firm – Acquisition Matters

Represent client, a large global law firm, as outside special counsel in antitrust matters, including conducting a Hart-Scott-Rodino Act analysis with respect to the acquisition of a new business line.

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.  

Legends Hospitality – Investment by New Mountain Capital

Represented Legends Hospitality, the sports and entertainment joint venture controlled by the New York Yankees and Dallas Cowboys, in a strategic partnership and investment in the company by New Mountain Capital.

VG Growth Partners – Crunchsters

Represented VG Growth Partners in its investment in Crunchsters, an innovative food manufacturer that produces nutritious and organic plant-based snack products.

Legends Hospitality – The Intrepid Marketplace

Represented Legends Hospitality in a joint venture with the Intrepid Air and Space Museum to provide concessions services for a new high-end food market located on the U.S.S. Intrepid.

Credit Facility and Term Loan

Represented one of the nation's largest cheese manufacturers in amending and extending its senior secured asset-based credit facilities into a $114.5 million revolving credit facility and a $5.5 million term loan. The proceeds are to be used for general corporate purposes.

Private Lender – Funding Agreements

Represented a financial services company providing loans and financial accommodations to medium-sized and small businesses, in the development of financing forms, including loan participation agreements and receivable purchase agreements. In addition, we are consulting on the development of an off-shore lending facility suitable for non-resident, non-US investors.

EMMES Group of Companies – Restructuring

Represented the EMMES Group of Companies in the completion of the spin-off of Emmes Asset Management Company, renamed Vanbarton Group, and the formation of Emmes Realty Advisors from the existing Emmes entity.

Legends Hospitality – VenueNext

Represented Legends Hospitality in an investment in VenueNext, a technology company that provides smartphone-based software that gathers fan metrics and analytics at stadiums, arenas and other large scale entertainment venues.

Investment Adviser – Loan Review

Review and analysis of senior secured corporate loan investments on behalf of a collateral manager for collateralized debt obligations (CDOs).

Offshore Investment Fund – Joint Venture

Represented an offshore investment fund in an investment in a joint venture for U.S. commercial real estate development.

Fund Manager – JOBS Act

Represented a fund manager in connection with JOBS Act advice, including new private placement rules.

Real Estate Investor – Acquisition

Represented a real estate investor in the acquisition of a public housing project by merger of two limited partnerships.

Financial Services – Trader Employment Agreement

Represented a financial services firm in the development of an employment agreement template addressing protection of trading algorithms and other proprietary information.

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.

Real Estate Investment Firm – Development of Hotel Branding and Operations Systems

Represented a real estate investment firm in the development of proprietary branding and operations systems for a unique hotel concept involving collaborative work spaces.