Matters

Money Center Bank – CLO Program Development

Represented a money center bank in developing a collateralized loan obligation program to recycle national real estate mortgage loans and warehouse loans, including advice on structuring, tax matters and bank regulatory matters.

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.

MEAG New York – Master Securities Forward Transaction Agreement

Represented MEAG New York Corporation in review and negotiation of master securities forward transaction agreement proposed by Wells Fargo.

Investment Advisor/Property Managment Co – Regulatory Analysis

Represented a real estate investment advisory and property management company in establishing a presence in California and related tax analysis.

Lanco Corporation – Contract Dispute

Represented Lanco Corporation, a supplier of metal finishing and waste treatment equipment, in connection with a contract dispute by its freight forwarder and customs broker regarding an extension of credit and general lien.

Mitchell Best Homes LLC – Joint Venture

Represented Mitchell Best Homes LLC in connection with a joint venture with institutional investors for real estate housing developments.

Plainfield Asset Management – Portfolio Company Sales

Represented Plainfield Asset Management in connection with the sale of several portfolio companies.

Emmes Capital LLC – Regulatory Advice

Represented Emmes Capital LLC in providing regulatory advice on investment advisor, commodity trading, swaps and Dodd-Frank regulations.

Balfour Investors Inc. – Cleancor Joint Venture

Represented domestic and foreign private equity investors affiliated with Balfour Investors Inc. (“Balfour”) in the formation of Cleancor Energy Solutions LLC (“Cleancor”) joint venture. Cleancor is an energy merchant bank focusing on financing for and investment in clean-fuel start-up or early stage enterprises, technologies, infrastructure, logistics services and projects. Balfour is a merchant bank whose principals have acquired assets across a multitude of industries for more than 35 years.

Palcap Advisors – Inergex Acquisition

Represented Palcap Advisors in its acquisition of Inergex, LLC, an IT services company, through a stock purchase and subsequent merger.

Small Bone Innovations – Acquisition by Stryker Corporation

Represented Small Bone Innovations in its acquisition by Stryker Corporation, one of the world's leading medical technology companies, in an all-cash transaction valued at up to $375 million.

California Office Building Acquisitions

Represented Emmes Capital LLC in the joint venture acquisition of Class A office buildings located at 701 B Street and 707 Broadway, San Diego, California.

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.

Sale of Cashzone Check Cashing Assets

Represented Cashzone Check Cashing Corporation in connection with the sale of all of its assets to PLS Check Cashing Inc.

Zentek Automation US – Employment Release

Represented Zentek Automation US in connection with termination of employee and negotiation of severance agreement.

Strategic Check LLC – Consumer Credit Regulations Advice

Represented Strategic Check LLC in connection with research and advice concerning consumer credit regulations applicable to health care provider financing program.

Strategic Check LLC – Master Participation Agreement

Represented Strategic Check LLC in the preparation of a master participation agreement which will permit investments in non-recourse credit extended to health care providers.

MEAG New York – Master Securities Forward Transaction Agreement

Represented MEAG New York Corporation in review and negotiation of master securities forward transaction agreement proposed by Citibank NA.

U.S. Commercial Bank – Hylan Credit Facility

Represented a U.S. commercial bank, as lender, in a secured credit facility consisting of a term loan and a revolving loan to Hylan, a fiber optic data communications contractor, to finance a recapitalization resulting in the sale of 50% of the company to a private equity firm. The loans are secured by a first lien on all present and future assets of the borrower.

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.

RXR Realty Private Equity Joint Venture

Represented RXR Realty in a joint venture with a prominent private equity firm.

Real Estate Investment Manager – $57.5 Million New Jersey Hotel Financings

Represented a prominent real estate investment management firm on two senior mortgage loan financings aggregating $57.5 million, and secured by full service hotels in East Rutherford and Edison, New Jersey, including issues attendant to the implementation of a multi-million dollar property improvement plan.

Real Estate Family – $500 Million Business Divorce

Represent a member of a prominent real estate family in a business divorce and estate mediation which involved the partition of approximately $500 million in real estate assets previously held by the family-owned business.

RXR Realty – $800 Million Acquisition of 237 Park Avenue

Represented RXR Realty in its joint venture acquisition of 237 Park Avenue, a 1.2-million-sq.-ft. office building located in the heart of the Grand Central District, between 45th and 46th Streets.

InterMedia Partners – Formula One Proposal

Represented InterMedia Partners in a proposal to create the Grand Prix of America Formula One race in Weehawken New Jersey.

Private Equity Firm – Fiber Optic Network Development

Represented private equity investment firm in the arrangement of a joint venture with the objective of expanding fiber optic cable networks in a major municipality.

Venture Capital – Fruit Juice Investment

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

Real Estate Investment Manager – Private Equity Joint Venture

Represented an affiliate of a real estate investment manager in a joint venture transaction with a private equity fund. The joint venture was formed to identify, acquire, hold, and dispose of first loss position unguaranteed bonds issued in connection with multi-family bonds issued by Freddie Mac under its capital execution program.

Emmes Asset Management – California Office Properties Acquisition

Represented Emmes Asset Management Company in the acquisition of a number of multi-million dollar class A office properties in San Diego, California, in a joint venture with the investment arm of a major university system.

Yankee Global Enterprises – Senior Credit Facility

Represented Yankee Global Enterprises in the refinancing of its senior credit facility consisting of a term loan and a revolving line of credit. Yankee Global Enterprises is a holding company that invests in media and sports-related businesses, including the New York Yankees.

Legends Hospitality – One World Trade Center Observatory

Represented Legends Hospitality in the development and operation of the observation deck at the top of One World Trade Center.

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.

Investment Manager – Fund Liquidation

Represented an investment manager in fund liquidation; including the sale of ownership stakes and position in portfolio companies.

Mediware Information Systems – Going Private

Represented Mediware Information Systems, Inc., a leading provider of clinical software solutions, in its acquisition by leading private equity investment firm Thoma Bravo, LLC in a transaction valued at $195 million.

Foreign Investment Advisor – U.S. Securities Advice

Advised German-based investment advisor with respect to U.S. securities regulations.

Yankee Global Enterprises – NYY Steakhouse

Represented Yankee Global Enterprises in connection with the opening of a NYY Steakhouse in Times Square. The NYY Steakhouse brand is a joint venture partnership between the New York Yankees and Hard Rock International.

Biopharma Company Securities Advice

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

Yankee Global Enterprises – Scranton/Wilkes-Barre Triple A Acquisition

Represented Yankee Global Enterprises and affiliates in the acquisition of franchise rights for the New York Yankees minor league Triple A affiliate based in Scranton/Wilkes-Barre.

Sports Investor Group – San Diego Padres Acquisition Bid

Represented a sports investor group, which included a former Major League Baseball All-Star, in a bid to acquire the San Diego Padres.

Investment Advisor/Property Management Co. – Investment Management Agreements

Represented a real estate investment advisory and property management company in the negotiation of investment management agreements with a major public telecommunications company.

Investment Advisor/Property Management Co. – NYC Pension Agreements

Represented a real estate investment advisory and property management company in the negotiation of investment management agreements with New York City pension plans.

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.

Regional Sports Network – $630 Million Credit Facility

Represented a leading regional sports network and franchise in the negotiation and closing of $630 million senior secured credit facility.

Private Equity Firm – Real Estate Portfolio Acquisition

Represented a private equity real estate investment firm in the acquisition of a substantial portfolio of mixed-use, multi-tenanted assets located in the Seattle metropolitan area.

Investment Advisor/Property Management Co. – Regulatory Advice

Represented a real estate investment advisory and property management company in the re-evaluation of regulatory compliance mechanisms to accommodate investment advisory clients subject to ERISA.

Three Ocean Partners – Formation

Represented Three Ocean Partners in its formation and organization, equity capital raise and registration as a broker dealer as well as across a spectrum of portfolio investments.

Powers Fastners – Stanley Black & Decker

Represented Powers Fasteners in its successful sale to Stanley Black & Decker Inc. (NYSE:SWK). Powers, founded in 1921 and based in Brewster, NY, is North America’s leading supplier of concrete and masonry anchors and fastening systems.

Financial Services Company – Corporate Advice Doing Business in Turkey

Represent a financial services company establishing operations in Istanbul, Turkey.

Global Manufacturer

Representation of a global manufacturer in prosecution of claims against former key employees and competitor for breaching fiduciary duty, raiding workforce, and misappropriating confidential information.

Asset Management Company – Investment Suitability

Represented an investment advisory company in defense of action by former client with respect to investment losses.