Represented Emmes Asset Management in its investment adviser agreement with a state pension fund allocating several hundred million dollars to investments in real estate opportunities.
Represented Yankee Global Enterprises LLC in refinancing its senior credit facility consisting of a term loan and a revolving line of credit. Yankee Global Enterprises LLC is a holding company that invests in media and sports related businesses, including the New York Yankees.
Represented Legends Hospitality, LLC and Legends Premium Sales, LLC in connection with their senior secured credit facility consisting of a term loan and a revolving credit facility with a letter of credit and swing line subfacilities. Legends Hospitality provides sports and entertainment venues with food, beverage, merchandise and other hospitality services.
Represented Plainfield Asset Management in a restructuring of its investment in a regional voice and data services company.
Represented Plainfield in selling the Wake Music Catalog—a catalog of approximately 4,000 songs, including hits by Jennifer Lopez and other internationally renowned recording artists.
Represented Plainfield Asset Management in restructuring Bellator Sport Worldwide, LLC—a mixed martial arts promotional company—of which Plainfield was majority owner. As part of the restructuring, Plainfield sold a portion of their equity in Bellator to a new private equity investor and converted its outstanding loans to Bellator into new equity.
Represented a regional sports network in a $450 million credit facility.
Represented Sessions.edu—an online school for web and graphic design and digital and multimedia arts—in several corporate and transactional matters including the financing of a new school, contract work and trademark representation and applications.
Successful defense of a prominent hedge fund in connection with an SEC investigation of alleged misrepresentations and the alleged failure to disclose material facts to investors. We prepared a Wells Submission which resulted in decision by the SEC to drop the investigation.
Represented a major financial institution, as administrative agent and lender, in providing a $51 million senior secured credit facility - consisting of a term loan facility and a revolving facility with a sublimit for letters of credit - to a Delaware corporation that provides services and products to medical practices specializing in infertility and vein disorders. We negotiated limited security agreements with a large number of medical practices to use certain accounts receivable payable to the practices to secure the loan.
Representation of a New York Yankees' affiliate in connection with the creation of a joint venture that would seek to build upon the value associated with the marks and other intellectual property rights of the New York Yankees by seeking licensing arrangements for the branding of products within certain designated consumer product categories.
Represented Vintus LLC (www.vintuswines.com), a New York headquartered importer and marketing company representing fine wines and wineries, in a long-term exclusive U.S. sales, marketing and distributorship agreement with E. Guigal, S.A. In a related transaction, we represented Vintus in the asset acquisition of Ex Cellar Wine Agencies, Inc., the former Guigal importer and distributor of other fine wines in the U.S.
Represented Solar Rainbow LLC in connection with its becoming the exclusive U.S. distributor for China-based Shenzhen Retop's high quality LED products, including T8 LED Tubes, T8 LED Tubelights, T5 replacement tubes and other long life energy efficient light sources employing LED technology.
Represented a private equity client in developing an executive retention program for one of its portfolio companies that was designed to create incentives for executives to remain with the portfolio company while the company was pursuing options for reorganizing the company, including a possible sale of the company.
Represented a global hedge fund in the exchange of certain of its private equity holdings to a Greek public company.
Representation of the Yankees in the preparation and development of its sales commission plan and policies applicable to its account executives for premium and regular seating at the new Yankees Stadium.
Representation of the New York Yankees in preparing sponsorship agreements for the 2009 season and beyond for the new Yankee Stadium. The agreements govern the advertising, promotion and product placement rights of the Yankees' new and existing sponsors.
Represented the New York Yankees in connection with the first college football game at the new Yankee Stadium, in which the Notre Dame Fighting Irish took on the Army Black Knights on November 10, 2010. Our representation consisted of negotiating and drafting a comprehensive site agreement that addressed a number of complex issues, such as sponsorship rights and the distribution of revenues.
Represented a national bank in its sale to a private equity investment group.
Represented Hornbeck Offshore Services in the negotiation and preparation of the lease agreement for the client's principal place of business in the New York Metropolitan Area, with waterway access to New York harbor.
Represented Dubilier & Company in its acquisition of Bluegrass Dairy & Food, LLC and in its capital raise to fund the acquisition, which was financed through a preferred stock financing, a senior subordinated credit facility, and a senior revolving and term loan credit facility.
Represented a registered investment advisor in the drafting of its cybersecurity policies and procedures, and the development of a cybersecurity program which included an audit and assessment by an outside consultant. We also advised on the client's Form ADV.
Represented Emmes Asset Management Company in connection with a joint venture with the investment arm of a major university system and the $100 million acquisition of a prominent Class A office building in Irvine, California. The transaction also included a multi-million dollar investment by a Japanese corporation investing in U.S. property for the first time.
Represented both Top Rank and the New York Yankees in the Stadium Slugfest event at Yankee stadium. The event featured the Super Welterweight Championship bout between Yuri Foreman and Miguel Cotto. This was the first boxing event at the new Yankee Stadium, which generated a great deal of media coverage and was offered as part of HBO's regular subscription service rather than pay-per-view. We represented Top Rank and the Yankees with respect to the site agreement, and also produced all agreements with the fighters, HBO, the international TV broadcasters and sponsors.
Represented Stillwater Capital Partners, Inc., in the sale of all the assets, liabilities and investment portfolios of various private investment funds to Gerova Financial Group, Ltd. (formerly Asia Special Situation Acquisition Corp.), a publicly held special purpose acquisition company organized in the Cayman Islands.
Represented S. Rothschild & Co. in the negotiation of a three-year, renewable and exclusive trademark license agreement for the VIA SPIGA brand for use on women's and girl's leather, fabric and fur trim outerwear. S. Rothschild will be manufacture, market and sell the product in major retailers throughout the U.S., Canada and Mexico.
Representation of the New York Yankees in connection with the development of the new Yankee Stadium in helping structure a tax efficient program for premium seating, including luxury suites, involving the negotiation and preparation of license, ticket and food and beverage agreements. This included consideration of complex tax matters. The agreements were typically multi-year, involved substantial financial commitments and required further negotiation on select issues.
Representation of Lehman Commercial Paper in closing a multi-million dollar, second-lien receivables funding for a special purpose vehicle subsidiary of a leading U.S. educational publishing group. In addition to documenting the loan facility, we negotiated an intercreditor agreement with the first lien lender of an existing $350 million receivables funding agreement.
Represented Amano USA Holdings, Inc., a subsidiary of a Japanese public company, in its acquisition of the outstanding capital stock of Accu-Time Systems, Inc. Accu-Time designs, manufactures, markets and distributes time and data collection terminals for the time and attendance, payroll clock, shop floor and controlled access marketplace.
Represented one of the nation's largest manufacturers of cheese in the acquisition of substantially all of the assets of a cheese manufacturing facility, including its real property.
Represented a major league baseball franchise, as borrower, in a syndicated $105 million term loan facility.
Representation of the private wealth management group of one of the nation's largest financial institutions as one of the lenders in a $600 million syndicated revolving loan facility to a high net worth individual. The loan was secured by the borrower’s extensive art collection and real estate holdings.
Represented a Canadian hydroelectric utility on the enforceability and possible breaches of interest rate swap agreements it had entered into with one of the largest US insurance companies, which eventually became subject to the US financial bailout program.
Representation of medical device companies and neutraceutical venture in negotiating sponsored research agreements with major research universities and hospitals in the US and Canada.
Represented Unilever Technology Ventures Advisory Company LLC, an investment fund, in its formation and related investment advisory arrangement, and subsequent investments in technology-based start-up entities and venture capital funds. This fund is affiliated with Unilever NV.
Represented Royal Bank of Scotland in its trading activities involving various tranches of distressed bank debt.
Represented SFF Investments LLC, which is wholly owned by a current All-Pro NFL player, in a joint venture to create a Rolling Stone-branded restaurant and bar in Hollywood, CA.
Representation of a major private bank in a $30 million unsecured revolving credit facility to a not-for-profit company that is dedicated to providing services to public schools.
Represented a U.S. commercial bank, as administrative agent and lender, in a $25 million syndicated, secured term loan credit facility to a soft drink bottling and distributing company. The proceeds of the term loan were used to build out existing production facilities and working capital purposes.
Represented a private bank, as letter of credit issuer and administrative agent, in a $100 million letter of credit facility; and as lender in a $325 million revolving credit facility, each to a trust, the proceeds of which are for working capital purposes. The facilities are cross-collateralized and secured by a combination of public company stock, diversified liquid assets and cash.
Designated outside counsel to Stelic Institute & Co., a Tokyo-based bio-venture company specializing in regenerative medicine, in its international legal matters. Stelic is a fast-growing bio-ventures company with scientific research laboratories in the United States, Canada and Japan. Herrick advises Stelic on product and technology licensing matters, international licensing relationships, and on corporate structuring, equity issuance, capital markets, M&A and other matters.
Representation of Plainfield Asset Management in amending an existing credit facility for Wyoming Entertainment, LLC. The deal required us to add a significant delayed draw term loan facility, extend the payment-in-kind feature and add a subsidiary as a guarantor.
