Matters

French Pharma Company – Development Agreement

Representation of a France-based pharmaceutical manufacturer with proprietary drug delivery technology in a collaborative and development agreement of a generic pharmaceutical product to be marketed in the United States.

Horizon Telecom – Going Private Transaction

Represented Horizon Telecom, a U.S. telecommunications company, in structuring a going-private transaction engineered through a series of reverse and forward stock splits. The transaction involved the submission of detailed securities law filings which were reviewed and commented upon by the SEC, and required a fairness opinion from a major investment banking firm.

Gem Company – Credit Facility

Representation of a gem company in a senior secured credit facility secured by rough diamonds located throughout the world.

Private Equity Fund – Manufacturer Restructuring

Represented a global private equity fund in the restructuring of, and additional investment in, a leading US manufacturer of automotive and truck axles.

Private Investment Firm – Investment Restructuring

Represented a private investment firm with more than $325 million of capital under management, in restructuring its investment in a major producer of labels for companies throughout the world.

HQ Global Workplaces – Loan Restructurings

Represented HQ Global Workplaces, then the leading executive office suite company in the world, in its Chapter 11 bankruptcy proceedings including DIP financing and successfully restructuring the company.

Plainfield Asset Management – Westside Transload / Transload America

Represented Plainfield Asset Management in its investment in operators of solid waste transfer stations on federally regulated railroad property. We protected our client’s minority equity position in these operators by implementing stockholders’ agreements with broad super-majority approval provisions, and helped navigate federal and state environmental regulations and federal pre-emption issues.

Sun-Times Media Group – News Communications Investment

Represented Sun-Times Media Group, an alliance between Hollinger International Inc., a NYSE listed company, and James A. Finkelstein, founder of The National Law Journal, in connection with joint equity investment in News Communications, Inc. an OTCBB listed company and publisher of The Hill and Dan’s Papers.

HQ Global Workplaces – Formation

Represented HQ Global Workplaces, a flexible office suite company, in its formation by an alliance between Reckson Realty Associates Corp., Frontline Capital Group and affiliates of Halpern Realty. HQ Global Workplaces grew from six executive office centers to one of the largest flexible executive office suite companies in the world.

Plainfield Asset Management – Asprey

Represented Plainfield Asset Management LLC in a joint venture that acquired the luxury retailer Asprey through an equity investment and concurrent senior and senior subordinated debt facilities.

Hollinger International – Investment Monetization

Represented Hollinger International in its efforts to monetize certain of its venture capital and private equity investments.

Pirate Capital – Proxy Contest

Represented a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.

Reckson Strategic Venture Partners – Student Housing

Represented Reckson Strategic Venture Partners, LLC in connection with the spin-off of its student housing business and $220 million initial public offering by, American Campus Communities, Inc. We also represented RSVP in connection with its acquisition of 100% of the equity interests in a preeminent real estate development company that develops food, fuel and rest facilities along major highways.

Reckson Associates Realty Corp. – Telecommunications Agreements

Represented Reckson Associates Realty Corp., a real estate investment trust, in the alliance between Reckson Realty Corp. and OnSite Access, Inc. to provide building centric telecommunications systems to premier properties.

Regional Sports Network – $200 Million Credit Facility

Represented a major regional sports network in a $200 million syndicated term loan facility and related joint venture matters with its two major cable television joint venture partners.

Empire Resorts Acquisition

Represented Concord Associates, L.P. in its announced merger agreement and subsequent termination with Empire Resorts, Inc. involving the issuance of approximately 40% of the outstanding common stock of NASDAQ-listed Empire Resorts, Inc., in exchange for real property on the site of the Grossinger's Hotel and the Concord Hotel in the Catskill mountain region of New York.

Regulatory and Securities Law Advice

Advised the broker dealer and investment advisor units of a multi-service financial institution on corporate and regulatory matters.

Silas Capital – Investment in Boll & Branch

Represented Silas Capital in its investment in Boll & Branch (B&B), the leading designer and retailer of sustainable home goods.  Silas Capital’s interests were ultimately sold when B&B received a $100 million strategic investment from a global consumer-focused private equity firm. 

New York Racing Association – NYRA Bets National Betting Platform

Represented New York Racing Association in a joint venture formed to conduct the NYRA Bets national advance deposit wagering business.

Silas Capital – Investment in Food Brand

Represented Silas Capital, a venture capital and private equity firm, in its minority investment in Vintage Italia LLC, owner of the Pasta Chips brand and a developing company engaged in premium snack foods.

Champions League – Formation of Basketball League for Ex-NBA Players

Represented Champions League, Inc., in the formation and organization of a new basketball league featuring former NBA players, including league structuring, antitrust, ownership, securities law and franchise law issues, and the sale of the initial franchises.

Restructuring of U.S. Affiliate of Brazilian Legal Firm

Represented Demarest E. Almeida, Inc., a Brazilian law firm, in restructuring its U.S. affiliate consulting firm and in coordinating with client’s immigration counsel on visa issues.

Joint Venture – Sports Professional Management, Inc.

Represented client in a consulting arrangement with Sports Professional Management, Inc., a sports agency business.

New York Racing Association – Sports Science Laboratory Non-Profit

Represented the New York Racing Association regarding the formation of a not-for-profit organization for the purpose of establishing a sports science laboratory for research and drug testing of horses and other animals.

Sales Agent Agreement – Travel Agency

Represented an independent contractor in a commission sales agent agreement with a full-service, automated, retail travel agency.

IT Service Technology Agreement

Represented a New York-based provider of managed IT services in negotiation of technology agreements to provide certain data and communications network services to commercial office buildings.

Fashion House Formation

Represented Nolining, a new high-end fashion house, in its formation and organization.

Silas Capital – A-Round Shares Resale

Resale of a portion of A Round shares of a high-profile venture capital investment.

DEFI Group SAS – Cross-Border Marketing Contract

Represented DEFI Group SAS in analyzing a cross-border mutual sales representation agreement pertaining to advertising services with Branded Cities Network.

Investment Advisory and Property Mgmt Co. – Formation of Conduit Limited Liability Company

Represented a real estate investment advisory and property management company in the formation of a conduit limited liability company to facilitate distribution of carried interest from investment fund to employees of investment manager pursuant to an employee incentive compensation plan.

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 Barclays for insurance companies affiliated with MEAG.

Real Estate Firm – West Side Stadium Project – Naming Rights

Represented a prominent real estate firm, as lead counsel, in structuring and negotiating primary naming rights and secondary cornerstone sponsorship agreements for a proposed mixed-use real estate and stadium development project located on the west side of Manhattan.

Investment Advisory Property Management Co. – Cybersecurity Regulatory Compliance

Represented a real estate investment advisory and property management company in preparation of comprehensive cybersecurity policies and procedures to ensure compliance with regulatory guidelines.

$625 Million Secured Term Loan Facility

Represented a leading regional sports network, as borrower, in amending and restating its senior secured term loan facility into a $625 million term loan facility. The proceeds were used for working capital purposes

Term Loan and Revolving Credit Facilities

Represented the owner and operator of a major league baseball franchise in amending and extending its existing $250 million syndicated senior secured credit facilities, consisting of a $200 million term loan facility and a $50 million revolving credit facility.

Investment Advisory/Property Management Co – Secured Line of Credit

Represented a real estate investment advisory and property management company in a multi-million dollar secured line of credit provided by a bank syndicate.

Private Client – $300 Million Senior Secured Credit Facility

Represented client in a $300 million senior secured credit facility, consisting of a $35 million term loan, $65 million term loan, and a $200 million revolving credit facility with a letter of credit and swingline sub-facilities. Proceeds were used to refinance existing debt and for working capital purposes, including financing-permitted acquisitions.

eBrandValue – Licensing

Represented eBrandValue, a company that monitors and catalogs content from social media networks to evaluate and analyze the efficacy of a business' brand marketing strategy, in the licensing of its IP assets and in related employment matters.

Electronic Cash-Transaction Payment System Contract

Represented a client in its partnership with an electronic cash-transaction payment system provider that enables its customers with limited access to financial services to make cash payments at local stores.

$50 Million Credit Facility Secured by Artworks

Represented a commercial bank as a participant in a $50 million credit facility secured by artworks.

$50 Million Credit Facility Secured by Artworks and Real Estate

Represented a commercial bank as a participant in a $50 million credit facility secured by artworks and real estate.

$80 Million Asset-Based Credit Facility

Represented a commercial bank, as administrative agent, issuing bank and lender, in amending and restating an existing syndicated, senior secured asset-based credit facility to a company engaged in the apparel business, into an $80 million asset-based credit facility. The proceeds will be used for working capital purposes.

Private Equity Investment in Pharma Technology

Represented client in two rounds of equity investments in and a  loan transaction with a company engaged in the business of developing abuse deterrent drug delivery technology.

$14 Million Term Loan

Represented a commercial bank in a $14 million term loan to a private wealth client secured by life insurance policy collateral.

Real Estate Software Owner – Software Licensing and Service Agreement

Represented a provider of a web-based, multi-tenant reporting tool that aggregates real estate agent and lender data, in its software licensing and service agreement with a financial services technology provider that specializes in mortgage pipeline risk management.

$1 Billion Secured Credit Facility Financing

Represented an alternative lender as administrative agent and as a lender in over $1 billion of secured credit facilities to providers of consumer and small business loans.

Joint Venture/Employment Arrangement

Represented client in a consulting arrangement with Sports Professional Management, Inc., a sports agency business.

World Surf League – League Ownership, Operations and Surfer Agreements

Represented the World Surf League in establishing the league’s ownership, operations and core investment structures to maximize league value. We also advised the league in the negotiation and development of a form agreement for surfers competing in the WSL Championship Tour, which covered merchandise licensing and media and promotional matters.

Legends Hospitality – Miami SkyRise

Represented Legends Hospitality in a joint venture regarding the Miami SkyRise project consisting of an entertainment and observation tower overlooking Biscayne Bay in Miami. Legends is providing consulting, management and hospitality services with respect to the development and operation of the project and will operate the concession once opened.

Regional Sports Network – $24 Million Equipment Lease Financing

Represented a leading regional sports network in a $24 million equipment lease financing facility provided by a major commercial bank.