Matters

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.

VG Growth Partners – Crunchsters

Represented VG Growth Partners in its investment in Crunchsters, an innovative food manufacturer that produces nutritious and organic plant-based snack products.

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.

McKinsey & Company – Structural Analysis

Represented McKinsey & Company in a review and analysis of its global organization and in rendering a legal opinion regarding ownership of its subsidiaries and affiliates.

Envy Gaming – Proposed Sale of eSports Business

Represented Envy Gaming in the proposed sale of a minority equity interest in the organization to a private equity firm consortium and an NBA franchise ownership group.

EMMES Group of Companies – Venture Capital Financing

Represented the EMMES Group of Companies in the preparation of a convertible note purchase agreement, offering documents and an amended and restated operating agreement in connection with a capital raise.

Coyne International Enterprises Corp. – Restructuring

Represented Coyne International Enterprises Corp., a leading U.S. commercial laundry service company with nine plants and 15 service centers in 23 states, in a successful auction of its business operations to three industrial laundry companies as part of its Chapter 11 proceedings. The $49.8 million total sale value from the three buyers – Cintas Corporation, Prudential Overall Supply Company and Clean Uniforms and More! – represented a more than 50-percent premium on starting auction bids.

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.

Vanbarton Group – $450 Million Sale of 180 Water Street

Represented Vanbarton Group in the $450 million sale of its remaining interest in 180 Water Street to MetroLoft Management. The sale was the second largest New York City real estate transaction in 2017, according to data from The Real Deal.

Sports Memorabilia Company – Major League Baseball Trophy Dispute

Represented a sports memorabilia company in an authentication dispute related to Major League Baseball trophies.

Social Media Company – Sale and Rollover

Represented Fizziology, a social media research and analytics company, in its sale and in a rollover transaction with a private equity sponsored buyer.

VG Growth Partners – Hilary’s Eat Well

Represented VG Growth Partners in a preferred equity investment in a culinary specialty food business focused on healthful, allergen-free products.

Advisory Group – Business Wind Down

Represented an advisory group in a wind down following the disposition of a business.

Fox Sports/NYRA – Landmark Wagering and Media Rights Agreements

Represented New York Racing Association, Inc. (NYRA) in an expanded partnership agreement establishing Fox Sports as NYRA Bets' official wagering partner and the leading media provider for elite thoroughbred racing through the next decade. The prior FOX Sports/NYRA media rights agreement provided a FOX Sports subsidiary with an option to acquire a 25% stake in NYRA Bets, LLC, a leading Advance Deposit Wagering (ADW) platform available to customers in 30 states across the country. The FOX Sports subsidiary will exercise this option by the summer of 2021, pending final regulatory approval. 

The agreement provides a FOX Sports subsidiary with a future opportunity to increase its equity interest in NYRA Bets.

Resources

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

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.

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

Represented Investment Company in Structuring and Development of CBD Business

Represented investment vehicle in its structuring and developing of a CBD line of products to be marketed at big box stores and kiosks and counseled on accompanying intellectual property issues.  

Represented Investment Vehicle in Acquiring Exclusive Manufacturing and Distribution Rights

Represented a high net worth investment vehicle in securing a control position of an entity purchasing world-wide Intellectual Property rights of a an iconic soda company.  The acquisition includes the exclusive rights to a newly launched spiked seltzer division, exclusive license rights to manufacture and distribute an international hard seltzer line and rights to an after alcohol revival beverage. 

Represented High Net Worth Investment Vehicle in Securing Assets to Operate CBD Business

Represented a high net worth investment vehicle in a new venture seeking to take control of an ecommerce CBD business by joining with secured creditors and exercising the rights and remedies of the creditors to secure the assets to continue to operate business.

Jewelry Designer – Sale of Assets

Represented a premier designer, marketer and distributor of costume jewelry in the sale of its assets to one of the world's leading branded fashion accessories, footwear, and apparel companies.

Private Investor – Establishment of Baseball Clinic

Represented a private client in connection with establishing a new baseball development clinic in southern Florida.

MedSource National Inc. – Sale to ExamWorks

Represented MedSource National Inc., a provider of Independent Medical Exams (IME) services to insurance carriers, employers, third-party administrators and the legal profession, in its sale to ExamWorks, LLC.

Macromark, Inc. – Promissory Note Obligations

Represented Macromark, Inc., one of the largest direct mail companies, in advice on, and negotiation of, secured recourse promissory note obligations.

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. 

Professional Sports Association – Database of Medical Providers

Representing professional sports association as integrity counsel in establishing a database to maintain the purity of medical providers.

Venture Capital Investments

Representing a venture capital fund in numerous food and beverage sector investments.

Investor – Venezia FC Acquisition

Represented sports investor Joe Tacopina in franchise acquisition and ownership matters, including negotiating and structuring his exit as president and co-owner of the Italian soccer club Bologna F.C. 1909, and his ensuing acquisition of Venezia F.C.

Seegene, Inc. – International Counsel

Represent Seegene, Inc., a Seoul-based molecular diagnostics company, as its designated outside counsel in its international product distribution and technology licensing, M&A, corporate and capital markets matters. Seegene has developed innovative technologies for the detection of multiple pathogens (ACP (Annealing Control Primer)TM and DPO (Dual Specific Oligonucleotide)TM).

Stelic Institute & Co. – International Counsel

Designated outside counsel to Stelic Institute & Co., a Tokyo-based bio-venture company specializing in regenerative medicine, in its international legal matters. Stelic is a fast-growing bio-ventures company with scientific research laboratories in the United States, Canada and Japan. Herrick advises Stelic on product and technology licensing matters, international licensing relationships, and on corporate structuring, equity issuance, capital markets, M&A and other matters.

Lanco Corporation – Contract Dispute

Represented Lanco Corporation, a supplier of metal finishing and waste treatment equipment, in connection with a contract dispute by its freight forwarder and customs broker regarding an extension of credit and general lien.

Private Lender – Funding Agreements

Represented a financial services company providing loans and financial accommodations to medium-sized and small businesses, in the development of financing forms, including loan participation agreements and receivable purchase agreements. In addition, we are consulting on the development of an off-shore lending facility suitable for non-resident, non-US investors.

Real Estate Investment Firm – Development of Hotel Branding and Operations Systems

Represented a real estate investment firm in the development of proprietary branding and operations systems for a unique hotel concept involving collaborative work spaces.

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.

Silas Capital – A-Round Shares Resale

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

Silas Capital – Investment in LifeFactory

Represented Silas Capital in its investment in LifeFactory, a company involved in the design of safe, modern, and eco-friendly glassware, and glass baby and beverage bottles.

Sales Agent Agreement – Travel Agency

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

Financial Services – Trader Employment Agreement

Represented a financial services firm in the development of an employment agreement template addressing protection of trading algorithms and other proprietary information.

Consumer Products Company – Employment Arbitration

Represented a consumer products company in connection with an arbitration challenging the termination of a senior executive.

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.

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.

Rabina Properties – $131 Million Manhattan Development Site Sale

Represented Rabina Properties LLC in the $131 million sale of a development site consisting of six properties in Manhattan's NoMad neighborhood. The sale also included additional Inclusionary Housing benefits and an investment by our client in the acquiring entity.

Lelands – Jim Brown’s NFL Championship Ring

Represented Lelands in litigation filed in New York federal court by former National Football League player Jim Brown regarding the recovery of a 1964 NFL championship ring alleged to have been stolen.