Matters

Sale of Controlling Ownership Stake in United Soccer League Championship Club

Herrick represented D.C. United in its agreement with Attain Sports & Entertainment to sell a controlling ownership stake in United Soccer League (USL) Championship club Loudoun United FC (LUFC).

The founding of Loudoun United FC as the first professional soccer team in northern Virginia was one of several steps of investment into the sport and the local northern Virginia community taken by the D.C. United ownership group in recent years. Accompanying the establishment of the club was the development of a 5,000-seat stadium—Segra Field—in Leesburg, Virginia, which serves as the home for Loudoun United in addition to professional rugby, concerts, local sporting events, and more.

“Our decision to launch a team and build a stadium in the region showcases our commitment to the growth of the sport in the northern Virginia community and its ability to foster community, create economic growth, and provide entertainment for residents and visitors in the region,” said Jason Levien, CEO and Co-Chairman of D.C. United.

The investment in the USL Championship club by Attain Sports & Entertainment will add to the company’s growing portfolio of professional sports assets.

Resources

MLB Franchise – $425 Million Refinancing

Represented a Major League Baseball franchise, as borrower, in connection with an amended $425 million senior secured revolving credit facility led by a major commercial bank.

Real Estate Investment Advisor – Portfolio Restructuring

Represented a prominent, privately owned real estate investment advisor in restructuring a real estate portfolio consisting of more than 100 properties.

NFL Club – Governance and Employment Matters

Represented a well-known NFL club in issues related to league governance and employment matters.

D.C. United – Acquisition by Levien Soccer

Represented Levien Soccer in connection with its buyout of D.C. United.

Yankee Global Enterprises – Acquisition of Equity Interest

Issued transfer and tax opinions in connection with the acquisition of an indirect equity interest in Yankee Holdings, L.P.

Sports Enterprise – Ownership Transfers

Represented a major league franchise in numerous minority ownership transfers.

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.

NYRA – Multiyear Hospitality Contracts for Saratoga Race Course and Belmont Park

Represented the New York Racing Association in a multiyear contract with a leading concessionaire to provide food, beverage and high end catering services for Saratoga Race Course and Belmont Park.

D.C. Stadium LLC – Stadium Use Agreement With XFL

Represented D.C. Stadium LLC in connection with the negotiation of a Stadium Use Agreement with the XFL covering Audi Field, the home stadium of D.C. United of Major League Soccer.

Legends Hospitality – Creation of Omnichannel Retail Program

Herrick represented Legends Hospitality in the creation of an expansive omnichannel retail program with Spanish soccer powerhouse Real Madrid CF. The program encompasses an all-new official online store, the relaunch of three official stores in Madrid, and a new Flagship Megastore at the Estadio Santiago Bernabéu. The program will offer the latest assortment of fan gear, kits, headwear, customized products, authenticated memorabilia, and accessories at the stadium, online and at official stores.

Resources

Swansea City Football Club Cross-Border Convertible Notes Financing

Represented Swansea City Association Football Club, an English Football League championship finalist, in connection with a cross-border U.S./U.K. offering of secured convertible notes. The investors in the offering include a co-owner of the Houston Dynamo of Major League Soccer. The financing provided an immediate boost to Swansea City’s finances which had been hurt by the COVID-19 pandemic and relegation from the English Premier League in 2018.

Resources

Transfer of Minority Interests in Major League Baseball Team

Representation of sellers and purchasers of minority indirect equity interests in the Major League Baseball Team including delivery of tax and transfer opinion letters required under governing documents. 

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.

Legends – Majority Investment Transaction

Represented Legends Hospitality Holding Company, LLC (“Legends Hospitality”) in majority investment by private equity firm Sixth Street in the global premium experiences company, co-founded by the New York Yankees and the Dallas Cowboys. As reported by Legends, “[t]he new investment from Sixth Street will support the long-term growth of the Company’s global client relationships and further enhancements to its innovative 360-degree platform of premium experience offerings for the most iconic global brands in sports, entertainment, and attractions.”

Herrick has represented Legends since its inception in 2008, when our Sports Law Group worked with the Cowboys and the Yankees, along with two private equity firms, to form this ground-breaking joint venture. Initially, Legends focused on delivering enhanced concessions and premium experiences. Since its formation, Legends’ range of services has grown to include six worldwide divisions and it has partnered with many iconic international sports, entertainment and attractions brands. 

Resources

Global Sports and Entertainment Company – Negotiation of Concession Services Agreement with Major University

Represent global advisory, development and investment company for the sports and live entertainment industries in negotiation of a concession services agreement with a major American university.

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

Concession Services Agreement – UBS Arena

Represented partnership in agreement with a global food service and hospitality company in a concession services agreement for the Islanders' venue, UBS Arena, including food, beverage and premium hospitality services.  

Concession Services Agreement – National University

Representing a full-service global venue management and event programming company in its concession services agreement at a new 15,000-seat basketball and entertainment venue set to open in 2022.  

Represented D.C. United in Agreement to Host Soccer Match with World Class  FC Bayern Munich

Represented Major League Soccer team D.C. United in its agreement to host a friendly match with world class FC Bayern Munich of the German Bundesliga.  This match marks the first meeting between the two teams and the second international friendly between D.C. United and a top division European team at Audi Field. 

Resources

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

Represented Ownership Group in Purchase of Stake of Australian Basketball Team

Represented an ownership group that includes owners of MLS's DC United and English championship soccer club Swansea City in the acquisition of a majority stake in the Australian National Basketball League's Brisbane Bullets.   

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

Professional Golf Tour – Advised on Spectrum of Matters

Counseled LIV Golf, a professional golf tour whose mission is to modernize the game of professional golf through expanded opportunities for players and fans, on a spectrum of issues including general employment matters, ticketing issues, broadcast and media rights, liability issues and facial recognition technology issues.

Advised on Potential Ownership Issues for Expansion Team of Professional Soccer Team

Represented potential owner of expansion team of professional soccer team in North America. Provided advice regarding the application process and provided analysis of franchise agreement and potential conflict issues. 

Represented Milwaukee Bucks Co-owner, Marc Lasry, in the Sale of Stake in the Team

Represented Milwaukee Bucks co-owner, Marc Lasry, in the sale of his 25 percent stake in the team to Cleveland Brown owners Jimmy and Dee Haslam. According to ESPN, the transaction struck at a $3.5 billion valuation was the second highest valuation ever paid for an NBA team and the third highest valuation for any American professional sports team. It was a tremendously successful conclusion to Mr. Lasry’s tenure as an owner and steward of the championship Bucks.

Represented NYRA Bets Holding, LLC in Partnership Agreement with Online Game

Represented NYRA Bets Holding, LLC, a subsidiary of NYRA Bets, LLC (“NYRA Bets”), the official online wagering platform of the New York Racing Association, Inc., (“NYRA”) in a partnership agreement with Game of Silks (“Silks”), the online game connected to the real world of thoroughbred horse racing, resulting in NYRA Bets Holding, LLC acquiring a minority equity ownership position in Silks. In addition to this strategic investment, the partnership establishes Silks as the Official Blockchain Game and Metaverse Partner of NYRA.

Resources

Represented Legends in Potential Joint Venture with Provider of a No-Code Platform

Represented Legends in connection with potential joint venture with a provider of a no-code platform that provides a non-fungible token (aka NFT) wallet, access to multiple blockchains, tokenization and utility-driven smart contracts to empower marketers and brands to build web3 customer loyalty communities.

Advised Online Betting Platform on Advance Deposit Wagering (ADW)

Advised a leading internet horse racing account wagering operator as to the legality of conducting advance deposit wagering (“ADW”) activities in the 50 states and D.C. ADW is a form of pari-mutuel wagering on horse racing whereby a person establishes an account with an ADW operator and subsequently communicates (typically via the internet) instructions concerning the wagering of the funds in such person’s account to the ADW operator. Advice based upon comprehensive review of applicable horse racing statutes and regulations and select federal gambling laws.

Represented Internet Account Wagering Operator on Technology Joint Venture

Represented a leading internet horse racing account wagering operator in formation of joint venture with major European gambling software engineering firm to develop technology and software that facilitates the operation of computerized advance deposit wagering (“ADW”) for horse racing.  ADW is a form of pari-mutuel wagering on horse racing whereby a person establishes an account with an ADW operator and subsequently communicates (typically via the internet) instructions concerning the wagering of funds in such person’s account to the ADW operator.

D.C. United – Wayne Rooney Transfer Agreement

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Represented Major League Soccer's D.C. United in its permanent transfer agreement with English Premier League superstar Wayne Rooney. Rooney, who was most recently with Everton F.C., scored 208 goals in 16 seasons in the English Premier League — the second most in league history.

Legends Hospitality – Notre Dame

Represented Legends Hospitality in its partnership with Notre Dame and JMI Sports to oversee Notre Dame’s sales, marketing, hospitality, media rights and branding services nationally.

Venture Capital Investment

Representing a premier hospitality management company in a high-tech venture capital investment to enhance the stadium experience.

U.S. Commercial Bank – $50 Million Senior Secured Revolving Line of Credit

Represented a U.S. commercial bank, as a sole lender, in a $50 million senior secured revolving credit facility to owners of an MLB franchise. The proceeds are to be used for working capital purposes.

UFC – Mayweather v. McGregor Bout

Represented Ultimate Fighting Championship (UFC), as lead counsel, in the August 2017 Floyd Mayweather, Jr. v. Conor McGregor bout at the T-Mobile Arena in Las Vegas.

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.

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.

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.

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.

New York Yankees – $1.5 Billion Stadium Financing

Represented the New York Yankees in the issuance of $1.5 billion in municipal tax-free and taxable bonds by the New York City Industrial Development Agency, which financed the lease and construction of the new Yankee Stadium. We drafted and negotiated the lease agreement for the new stadium, as well as ancillary real estate agreements pertaining to parking lots and garages; construction, demolition and insurance, and public transportation. We were also integrally involved in navigating the Yankees through the lengthy federal, state and local governmental permit and approval process.

Legends Hospitality – Los Angeles FC Concessions Agreement

Represented Legends Hospitality in a joint venture with Major League Soccer’s Los Angeles FC to provide concessions services at the team’s new 22,000-seat soccer stadium.

Legends Hospitality – Willis Tower Observation Deck

Represented Legends Hospitality in the provision of design, construction development and management services for the observation deck and other attractions at Willis Tower in Chicago.

Legends Hospitality – Point-of-Sale System Purchase

Represented an affiliate of Legends Hospitality in the purchase of a mobile and Bluetooth-enabled point-of-sale (POS) system for use at stadiums and arenas. The POS system streamlines the purchase process for both the venue and the fans thereby effecting a more seamless experience at a game or concert. 

Cohere Communications – IT Services Management Agreement

Represented Cohere Communications, a cyber security and managed IT services enterprise, in a network management agreement to provide operational services, including the operation of a data and communications network, to certain commercial office buildings located in San Diego via a building telecom and optical infrastructure.

Q4 America – Sports Apparel Startup

Representing Q4 America, a Los Angeles-based start-up performance basketball brand, in intellectual property matters related to the development of a new brand of sneakers, sponsorships, athlete endorsements and capital raises.