Matters

LED Display Manufacturer – Employment Issues

Represented an LED display manufacturing company in employment issues, restrictive covenant enforceability, and contract disputes.

New York Yankees Affiliate – Joint Venture

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.

Sports Company – Memorabilia

Representation of company jointly owned by the New York Giants and New York Jets in connection with the entry into a memorabilia sales agreement with Steiner Sports. Under the agreement, Steiner Sports was granted the right to effect sales of stadium seats, signage, field goal netting and other Giants Stadium memorabilia.

NFL Player – Rolling Stone Restaurant Joint Venture

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.

New York Yankees/Top Rank – Stadium Slugfest

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.

Yankee Stadium – New Era Pinstripe Bowl

Representation of an affiliate of the New York Yankees in connection with a new college football bowl game, the New Era Pinstripe Bowl, to be played at Yankee Stadium. The first New Era Pinstripe bowl will feature teams from the Big 12 and the Big East and will be televised by ESPN. We negotiated the telecast agreement, the title sponsorship agreement and the agreements with the Big 12 and Big East Conferences.

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.

Yankee Global Enterprises LLC – Refinancing

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.

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.

Legends Hospitality – Joint Venture Formation

Represented Legends Hospitality LLC - a joint venture among the Yankees, Dallas Cowboys and two private equity firms—in setting up business operations (which include running concession services at stadiums, arenas and other large venues), obtaining necessary permits and authorizations in New York, New Jersey, Pennsylvania, Texas and Florida, and protecting the company's intellectual property rights.

Yankees Stadium – Hard Rock Café Deal

Represented the New York Yankees and its affiliates in two separate joint ventures with the Hard Rock Café. The Hard Rock Café and a newly branded "NY Steak" prime steakhouse restaurant will open in an area adjacent to right field at the new Yankee Stadium.

Software Company – Going Private

Represented a publicly traded software company in its transformation into a privately held company. We advised the company and its board of directors of the various securities law, Sarbanes-Oxley Act and corporate/fiduciary implications associated with taking the company private, and helped the company navigate its way through the regulations of the OTC Bulletin Board applicable to withdrawals of shares eligible for quotation.

Hollinger International – Investment Monetization

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

Real Estate Company – Tennessee and Louisiana Acquisitions

Representation of subsidiaries of a major real estate company in joint ventures formed with affiliates of an investment bank to acquire shopping malls and commercial real estate in Tennessee and Louisiana.

Major League Baseball Team – Private Placement

Represented a Major League Baseball team in a private placement of $41 million of variable rate senior notes.

Major League Baseball Franchises – Lending and Debt Restructuring

Representation of several Major League Baseball franchises in a variety of lending and debt restructuring matters, including a $120 million loan payoff, a $40 million restructuring, a $45 million term loan, and a unique $55 million mezzanine facility.

Corporate Restructurings

Represented special committees, CEOs and companies in corporate recapitalizations and restructurings.

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.

Sports Company – Billion-Dollar Reorganization

Counsel to a premier integrated sports and media company in its billion-dollar ownership reorganization and restructuring.

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.

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.

Unilever Technology Ventures Advisory Company – Venture Capital

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.

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.

FrontLine Capital – Vantas/HQ Global Merger

Represented FrontLine Capital in connection with the merger of Vantas and HQ Global Workplaces into a billion-dollar executive office suite company.

Sports TV Network – Formation

Formation and organization of a high profile, 24-hour cable sports television network.

ALARIS Medical, Inc. – Securities

Representation of ALARIS Medical, Inc., in numerous transactions including an A/B exchange offer of $189 million of senior discount notes, an exchange offering of subordinated debentures and shares of common stock for its convertible subordinated debentures, a $60 million offering of convertible subordinated debentures, and other transactions. (Prior firm experience)

Film Equipment Company – Equity Offering

Represented a leading manufacturer of film and lighting equipment for the motion picture industry, and its selling stockholders, in connection with a $30 million secondary equity offering; a $15 million equity offering; and a $9 million secondary equity offering. (Prior firm experience)

ALARIS Medical, Inc. – Subsidiary Merger

Representation of a subsidiary of ALARIS Medical, Inc. in connection with a $490 million merger transaction. (Prior firm experience)