Jack’s Holdings – Series Seed Financing
Represented Jack’s Holdings, Inc., in a Series Seed Preferred Financing.
Cross-border Acquisition Post-Secondary Educational Institutions
Represented an offshore education foundation and operator of more than 100 post-secondary schools and research institutions worldwide in its proposed acquisition of post-secondary schools located in New York, Boston, Washington D.C. and San Francisco.
Capture the League – Corporate Matters
Represented Capture the League, LLC, a multi-game eSports organization, in corporate matters related to preparation of non-player employment and confidentiality agreements, independent contractor agreements, master service agreements and player trades.
VG Growth Partners – free2B Foods
Represented VG Growth Partners in its investment in free2B Foods, a producer of premium, healthy snack foods.
Kiska Developers, Inc. – Employment Matters
Represented Kiska Developers, Inc., a provider of real estate-related services including property development, general contracting and construction management, in employment matters.
Senior Executive – Compensation Arrangements
Represented a senior-level executive at a well established private equity firm in establishing compensation arrangements.
Consumer Products Manufacturer – Sale to Private Equity Fund
Represented a New Jersey-based supplier of specialty ingredients and products for the cosmetics industry in its sale to a private equity fund.
New York Islanders – Hockey with a Heart
Represented the New York Islanders in connection with the formation and organization of Hockey with a Heart, a non-profit entity formed to promote the Islanders' numerous charitable endeavors.
Venture Capital Firm – Investment in Regenerative Agriculture Firm
Represented a venture capital firm in its investment in a regenerative agriculture firm. As part of the investment, we amended the target’s operating agreement to provide our client with appropriate protections.
Real Estate Investment Advisor – Incentive Equity Option Plan
Represented a prominent, privately owned real estate investment advisor in establishing an incentive equity option plan.
Private Investor – Formation of Private Equity Fund
Represented client in establishing a private equity fund focusing on aggregating investments in collegiate and high school sports.
Senior-Level Executive – Employment Counseling
Represented a senior-level executive in separation from a Big 4 accounting firm.
New Yorker Hotel – Mortgage Loan
Represented the not-for-profit owner of the New Yorker Hotel in connection with a mortgage loan, including seeking Court and New York State Attorney General approval of same.
Coblentz Patch Duff & Bass – Employment Agreements
Represented Coblentz Patch Duff & Bass LLP in review of California entity’s employment award agreements for New York employees.
Not-for-Profit Sports Association – ERISA Matters
Represented client in a dispute regarding a domestic relations order applying to the client’s pension plan.
Not For Profit Association – Compensation Plan
Represented a major sports franchise operator in connection with establishing a deferred compensation plan.
Legends Hospitality – Tax Advice
Assisted numerous sports franchises and leagues in connection with state tax law issues.
Sports Ventures – Ownership Transfer
Represented client in connection with a minority ownership transfer of an NBA franchise.
HK Organization – Brooklyn Joint Venture Acquisition, Financing and Disposition
Represented an affiliate of HK Organization in the joint venture with a real estate fund to acquire, finance, refinance and subsequently sell the property known as The Chocolate Factory, a large, historic mixed-use building in Brooklyn with over 100 newly renovated residential units.
CoreNet Global – ProBono Outside Counsel
Herrick acts as pro bono outside corporate counsel to the New York City Chapter of CoreNet Global, a non-profit association, headquartered in Atlanta, Georgia (U.S.), representing more than 10,000 executives in 50 countries with strategic responsibility for the real estate assets of large corporations.
Olnick Organization – Acquisition of 201 West 77th Street
Represented the Olnick Organization in connection with a $106 million acquisition of 201 West 77th Street, a mixed-use property located on the Upper West Side of Manhattan.
Wilkinson Global Capital Partners – Purchase Agreement
Represented Wilkinson Global Capital Partners LLC, a leading asset management and investment advisory firm, in its purchase of Wilkinson Global Asset Management, a New York-based private wealth investment manager, pursuant to a call option. The sale was made in accordance with a multi-year financing agreement with the seller, Fiera Capital.
Resources
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
Real Estate Investment Bank President – Equity Ownership and Employment Matter
Represented the president and managing principal in negotiating equity ownership and employment with a high-end real estate investment bank owner/operator.
Turkish Art, Culture and Education Nonprofit Formation
Represented a client in forming a U.S. nonprofit to promote and support Turkish and other forms of dance and artistic endeavors.
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.
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.
Cryptocurrency Trading Platform
Represented a financial services company in establishing its cryptocurrency trading platform.
New York Racing Association – Not-for-Profit Foundation
Represented New York Racing Association in the formation of a not-for-profit foundation.
HK Organization – Empire Stores Redevelopment
Represented the HK Organization in a joint venture with Midtown Equities and Rockwood Capital to redevelop Brooklyn’s Empire Stores, a complex of seven historic warehouses. The property was transformed into a mixed-use creative hub with 100,000-sq.-ft. of retail, restaurant and event space in addition to 300,000-sq.-ft. of office space.
Legends Hospitality – MainGate Equity Acquisition
Represented Legends Hospitality Management, LLC in its equity interest acquisition in MainGate, Inc., a leading event retail and merchandise company. The acquisition will create a robust multi-channel retail and e-commerce platform to facilitate the connection between brands and fans.
Emmes Capital LLC – Regulatory Advice
Represented Emmes Capital LLC in providing regulatory advice on investment advisor, commodity trading, swaps and Dodd-Frank regulations.
Real Estate Advisory – Employee Stock Incentive Plan
Represented a real estate investment advisory and property management company in the restructuring of its employee stock incentive plan.
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.
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.
Hotel Chain Sr. Executive – Employment Separation Agreement
Represented a senior executive of a major hotel chain regarding an employment separation agreement.
Yankee Global Enterprises – Compensation Plans
Represented Yankee Global Enterprises in the establishment of executive compensation plans.
Major League Sports Franchise – Executive Compensation Plans
Represented a major league sports franchise in the establishment of restricted stock unit and stock option plans for executives.
Real Estate Investor – Employment Agreement
Represented client in connection with negotiation of an employment agreement with an investment fund.
New World Realty Advisors – Golf Club Ownership Transfer
Represented New World Realty Advisors, a premier real estate advisory firm, in connection with transferring golf club operations to a not-for-profit organization.
Zentek Automation US – Employment Release
Represented Zentek Automation US in connection with termination of employee and negotiation of severance agreement.
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.
Capital Raise in Bluegrass Dairy & Food Acquisition
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.
Private Equity Client – Executive Retention Program
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.
Stillwater Capital Partners – Acquisition of Assets by Public Shell
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.
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.
Rockwood Realty Associates – Sale to DTZ Holdings
Represented Rockwood Realty Associates in the sale of 50% of its equity interests to DTZ Holdings plc, a British public company, in a transaction that formed a global joint venture providing real estate brokerage and capital markets services.