Matters

Sporting Goods Chain – Financing

Counsel to a large retail sporting goods chain in its long term and working capital financing facility with several money center financial institutions.

Private Investment Fund – Senior Living Investments

Counsel to a large private investment fund which specializes in making investments in senior living communities throughout the United States.

Corporate Restructurings

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

Beverage Distributor – Joint Venture

Representation of a large domestic beverage distributor in its joint venture transaction with another large beverage distributor consolidating their Mid-Atlantic operations.

Coffee and Tea Company – Private Placement and Acquisition

Represented a coffee and tea distribution business in its private placement and acquisition of the capital stock of another large specialty coffee and tea producer and distributor.

Horizon Telecom – Securities and Reorganization Issues

Represent Horizon Telecom, a publicly traded facilities-based telecommunications carrier that provides voice and data services to commercial, residential and local market segments, in connection with its securities law issues and the reorganization of its wireless personal communications service provider subsidiary.

Marathon/Reckson Executive Joint Venture – SL Green/Reckson Merger

Represent a joint venture between Marathon Real Estate Opportunity Fund and senior Reckson executives in six separate transactions in the multi-billion dollar merger between SL Green and Reckson Associates Realty Corp., including an asset acquisition, the formation of a joint venture, two acquisition financings, an asset sale, and a mezzanine financing.

Fashion Designer – Financial Restructuring

Representation of a high fashion apparel designer/manufacturer in the restructuring of its debt and equity, including cancellation of institutional debt, new factoring arrangements and a joint venture with an overseas manufacturer.

Asset Management Company – Employment Issues

Represented one of the leading independent asset management companies in its defense of a wrongful termination action claiming religious discrimination, and in a separate action claiming discrimination based on disability. We continue to represent the company in all aspects of its employment disputes, and in risk management issues.

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.

Real Estate Company – Private Equity Fund Formation

Represented a major real estate company in forming a $300 million equity fund to acquire controlling interests in real estate operating companies.

R6 Capital Management – St. Louis Blues Financing

Represented R6 Capital Management L.P. in a $15 million PIK loan to Sports Capital Holdings (St. Louis) LLC, the owner of the St. Louis Blues Hockey Club. The loan, which is fully subordinated to a syndicated revolver and term loan, required the consent of the National Hockey League and the lenders under the senior syndicated facilities.

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)

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.

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.

Major League Baseball Team – Private Placement

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

OTC Hedging Service – Market Formation

Representation of a hedging service for over-the-counter commodities in forming a unique credit-enhanced automated trading market in a joint venture with an affiliate of Bechtel Corporation.

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.

HQ Global Workplaces – Sale of the Company

Represented HQ Global Workplaces in its acquisition by Frontline Capital Group.

Private Equity Fund – Investments

Represented Plainfield Asset Management in Series B Round investment and Series C Round investments in a well-known payments system startup company.

Hedge Fund – Music Acquisition Financing

Represented a Connecticut-based hedge fund and a Wall Street investment bank in a joint acquisition financing and restructuring of a secured multi-draw term loan facility. A portion of the proceeds were used by the borrower, a global music publisher, to acquire an interest in the song catalogs of Kurt Cobain, John Lennon, Daryl Hall & John Oates; Holly Knight, an accomplished musician and songwriter who has written hits for Tina Turner, Pat Benatar and Aerosmith; Six Degrees; Blue October; The Matrix; and Daniel Johnston, among others.

Finance Company – Lottery Winnings Securitization

Represented a New York-based finance company in connection with the securitization of lottery winnings.

Deutsche Waggonbau – Long Island Railroad

Representation of Deutsche Waggonbau, the largest manufacturer of passenger cars in the world, in orchestrating the business, legal, regulatory and technical aspects of the $250 million project to supply the Long Island Rail Road with state-of-the-art railcars.

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.

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.

Yankee Global Enterprises – Refinancing

Represented Yankee Global Enterprises in a refinancing of its senior secured credit facility with a bank syndicate.

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.

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.

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.

Lelands – Roberto Clemente Baseball Card Collection

Represented Lelands in pursuing monetary damages in a breach of contract action concerning a collector's sale of a $500,000 Roberto Clemente baseball card collection.

Offshore Investment Fund – Joint Venture

Represented an offshore investment fund in an investment in a joint venture for U.S. commercial real estate development.

Investment Adviser – Loan Review

Review and analysis of senior secured corporate loan investments on behalf of a collateral manager for collateralized debt obligations (CDOs).