Matters

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 Türkiye

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

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.

Venture Capital Angel Investments

Represented a New York based venture capital firm in its angel investments, including Pricing Engine, a provider of business intelligence tools for digital marketers, the RealReal, an online membership-based marketplace for previously-owned jewelry, accessories and clothing, Tailored, Inc., an online bridal and wedding planning service, and Apptopia, which runs an online marketplace designed to help broker the sale of mobile apps.

MEAG Munich – Regulatory Advice

Represented MEAG Munich in providing regulatory advice regarding traders under the U.S. Securities Exchange Act.

Plainfield Asset Management – Intellectual Property Investments Sale

Represented Plainfield Asset Management in the sale of a package of investments made in and alongside a private equity firm focusing on intellectual property. The sale included membership interests in the private equity fund as well as underlying investments in vehicles that acquired intellectual property assets.

Plainfield Asset Management – General Counsel Services

Represented the Plainfield Asset Management, on an ongoing basis, in general outside counsel services.

Plainfield Asset Management – Real Estate Sale

Representation of Plainfield in the sale of certain real estate developments and a pool of loans secured by various real estate projects and to a real estate developer.

Property Owner – Ownership Restructuring

Represented a property owner in a complex ownership restructuring of a wine, spirits, and non-alcoholic beverage distribution center in South Carolina. We helped the property owner with corporate, real estate and tax issues regarding lease modifications, changes in the ownership of limited liability companies, a mortgage refinancing and an option granted to affiliates of the tenant to purchase equity interests in the company that owns the facility.

Plainfield Asset Management – Sale

Representation of Plainfield Asset Management in the sale of a package of assets in connection with its liquidation, including a secured loan to a high-end retail company, an investment in an EU solar panel manufacturer and a Greek public company.

Highbridge Capital Management – Los Angeles Dodgers Financing

Advised Highbridge Capital Management regarding the rules and regulations applicable to Highbridge's $60 million interim bankruptcy financing to the Los Angeles Dodgers. We also advised Highbridge on its proposed long-term $150 million credit facility to the Los Angeles Dodgers.

Emmes Asset Management Company LLC – Acquisition

Represented Emmes Asset Management in connection with the acquisition of a preferred equity interest in Waterside Plaza, a multi-family residential complex on the East River.

Luxury Apparel & Home Furnishing Company – Preferred Stock

Represented a start-up limited edition luxury apparel and home furnishing collections company in a seed capital preferred stock offering and corporate structuring matters, including the formation of an advisory board and the adoption of an equity incentive plan.

Credit Facility Restructuring

Represented a U.S. commercial bank in restructuring a $20 million credit facility for a prominent restaurant chain.

Private Banking Transaction

Represented a major bank in a private banking transaction in which the bank made two $25 million loans to an individual and certain entities he controls. The first was secured by a pledge of membership interest in three entities that own properties in Brooklyn. The second was secured by mortgages on certain real property

Secured Term Loan

Represented a major financial institution in a term loan to a New York art gallery. The loan was secured by all the gallery's assets, as well as artworks from the gallery owner's personal collection.

Cross-Border Lending

Representation of a U.S. commercial bank in a $13 million term loan and advised line facility with advances supported by guaranties of foreign affiliates and foreign receivables generated by Asian subsidiaries.

Lehman Brothers – Receivables Financing

Representation of Lehman Commercial Paper, as agent, in an amended and restated $140 million multiple draw term loan receivables funding facility for a special purpose vehicle of a leading U.S. publishing company and successful payout and termination.

$400 Million Syndicated Revolving Loan Facility

Represented a U.S. commercial bank in a $400 million syndicated revolving loan facility to a trust established by a major sports league to make further loans to participating clubs. The loan is secured by team revenues from league sponsored TV rights and other revenue sources on a non-cross collateralized team basis.

$16 Million Revolving Credit Facility

Represented a private bank in a $16 million revolving credit facility secured by thirteen works of art.

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.

Hedge Fund—Biofuels Manufacturer

Representation of a hedge fund in connection with its debt and equity investments in a biofuels manufacturer based in Latin America.

Hedge Fund – Restructuring

Represented a hedge fund in connection with the restructuring of its debt and equity investments in a manufacturer of intimate apparel and sleepwear.

Professional Sport Franchise – Reallocation of Corporate Responsibilities

Represented a professional sports franchise in reallocation of corporate responsibilities following the formation of new subsidiaries created to achieve certain payroll, insurance and other administrative efficiencies.

New York Yankees—Network Video Distribution

Representation of the New York Yankees in connection with a video distribution agreement between Major League Baseball Advanced Media and the YES Network, the primary broadcaster of New York Yankees games.

Israel Discount Bank – Syndicated Credit Facility

Representation of Israel Discount Bank of New York as administrative agent and lender, in connection with a senior secured syndicated credit facility to a triple A minor league baseball team.

Fashionware Technologies Corp. – Intellectual Property Matters

Represented Fashionware Technologies Corp., a boutique technology solutions developer specializing in the fashion industry, in connection with intellectual property, marketing and corporate matters related to its proprietary Fashionware PLM software suite designed to manage the life cycle of products for apparel, footwear and soft goods companies.

New York Yankees – License

Represented the New York Yankees in negotiating an agreement with the Daily News to license the Daily News' historic photo archive of Yankees players and stadium imagery and for the Daily News to be the exclusive provider of historical photos for prominent display in the new stadium.

New Media Company – Formation & IP Filings

Represented a new media company that provides dynamic digital content and advertising through kiosks in high traffic areas, such as the airports, that can also charge electronics and download digital content. We helped the company with its initial round of financing, its formation strategy and IP filings as well as its strategic alliance agreement with one of the largest airport retailers.

Foreign Sports Investor – Bid for English Premier League Club

Represented an investment group led by a prominent foreign investor and nationally-recognized sports industry advisor in connection with a potential bid for an English Premier League football club.

Professional Sports Team – Credit Facility Refinancing

Represented a professional sports team in the refinancing of a senior secured credit facility. The refinanced credit facility consists of a several million dollar term loan and a revolving line of credit component. The refinancing is secured by many different assets owned by the team and required other third party approvals.