Matters

The Bethel Methodist Home – Bond Refinancing

Represented our client The Bethel Methodist Home in the defeasance of taxable and tax-exempt bonds and the issuance of new taxable and non-taxable bonds issued by the Westchester County Local Development Corporation in the aggregate amount of approximately $30 million.  The representation involved review and negotiation of bond and financing documents, diligence and discussions surrounding the tax regulatory agreement, coordination of due diligence review of the underlying real estate securing the bonds, and obtaining various regulatory approvals due to the nature of the Borrower as a Continuing Care Retirement Community licensed pursuant to Article 46 of the New York State Public Health Law. The refinancing and issuance of new bonds will result in a substantial net benefit to our client over the term of the bonds. 

Legends Hospitality – Tax Advice

Assisted numerous sports franchises and leagues in connection with state tax law issues.

$430 Million Joint Venture Acquisition – U.S. Bank Tower – Los Angeles, CA

Represented both Migdal Insurance Company Ltd. and Menora Mivtachim Insurance Ltd., two of the largest Israeli insurance companies, in the negotiation of a joint venture with Silverstein Properties to acquire the U.S. Bank Tower in downtown Los Angeles, California for a purchase price of $430 million. The deal involved tax structuring, negotiation of partnership agreements, as well as oversight of the acquisition and loan documents.

Senior Care Development – 53-story Retirement Community Sale, Chicago

Represented David Reis and Senior Care Development in the structuring and sale of The Clare, a 53-story 338-unit Continuing Care Retirement Community (CCRC) located in Chicago.

Historic & New Market Tax Credits – Redevelopment of Historic Building Philadelphia, PA

Represented a regional bank and their investment partner in financing the acquisition and redevelopment of a historic building in Philadelphia into a 254,000-sq.-ft. public health campus which will serve the local community and for which the bank will receive New Markets Tax Credits. The project was also financed with Historic Tax Credits due to the nature of the building’s historical importance.

New Market Tax Credits – Large Ohio Redevelopment

Represented a regional bank and their investment partner in financing the acquisition and redevelopment of an approximately 800,000-sq.-ft. facility in Ohio to serve as a new distribution and products assembly center for a farm supply store which will breed new jobs and opportunity for the community and for which the bank will receive New Markets Tax Credits.

NY Opportunity Zone – Structuring & Documentation

Represented the purchaser in the structuring and documentation of the acquisition of a New York development site in an Opportunity Zone transaction.

Represented Apparel Manufacturing Platform in Equity Purchase Agreement

Represented automated, vertically integrated, and on-demand apparel manufacturing and customization platform in its acquisition of the outstanding equity of a subsidiary of a provider of digital commerce solutions. In connection with the equity purchase, the Herrick team also negotiated several commercial agreements, including a client services agreement and a transition support agreement between the buyer and the seller.  

Qualified Opportunity Zones – Formation and Structuring

Represented multiple clients in the structuring and formation of qualified opportunity funds in connection with Opportunity Zone transactions in the New York metro area and across the United States.

Commercial Properties Realty Trust – Opportunity Zone Development – Louisiana

Represented Commercial Properties Realty Trust in connection with an Opportunity Zone transaction involving an approximately 90,000-sq.-ft. commercial office building located on The Water Campus in Baton Rouge, Louisiana.

New Market Tax Credits – Redevelopment of Indiana Industrial Facility

Represented a regional bank and their investment partner in financing the modernization and expansion of an industrial facility in Indiana. The facility will add approximately 20,000-sq.-ft. of additional manufacturing space which will be used for additional manufacturing lines.  Once final, the renovated and updated facility will create an additional 20 to 30 jobs in the community.

New Market Tax Credits – Construction of Mixed-Use Building – West Virginia

Represented a regional bank and their investment partner in financing the construction of a mixed-use building in West Virginia with commercial space and 16 rental apartments. The apartments are targeted to provide affordable housing to teachers in the community.

New Market Tax Credits – Financing for Los Angeles Hospital

Represented a regional bank and their investment partner in financing the ongoing operational costs of a community hospital in Los Angeles, California. Herrick rapidly closed the transaction, contending with a requirement to close by year end to meet regulatory and tax compliance requirements. 

Legends Hospitality – Concessions Services

Represented Legends Hospitality Management LLC in connection with a concessions services arrangement for a rugby franchise.

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

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

$36.5 Million Sale of TIC Interest – Manhattan, NY

Represented a New York real estate family in the $36.5 million sale of a 50% tenancy in common interest in two buildings at 155 and 165 West 29th Street.

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

The Forest Road Company – $17 Million Loan Secured by Tax Credits

In the first transaction of its kind in New York, Herrick represented The Forest Road Company in connection with a $17 million mortgage loan secured primarily by up to $22 million in New York Brownfield Tax Credits relating to a property located in New York City. The Tax Credits and related proceeds will be earned after demolition of the existing structure, performance of environmental remediation pursuant to a Brownfield Cleanup Agreement overseen by the NYS Department of Environmental Conservation, and construction and placing into service of a new residential building at the site.

Michel Design Works Acquired by Portfolio Company of Audax Private Equity

Represented the shareholders of Michel Design Works Ltd, a leading omni-channel lifestyle brand, in connection with its stock sale to Stonewall Kitchen, a premier specialty food and home goods platform in North America.  Stonewall Kitchen is a portfolio company of Audax Private Equity, which has invested over $7 billion in more than 140 platforms and over 1,000 add-on companies.  

Resources

Acquisition of Preeminent Entertainment Company by Investment Entity

Represented the owners of Break The Floor Productions, a preeminent dance entertainment company, encompassing touring theatrical productions, dance workshops, photo and video production, corporate events and apparel in its acquisition by an investment entity. 

Community Preservation Corporation – Affordable Housing

Represented long-standing client, The Community Preservation Corporation, in a joint venture that preserves 1,036 high-quality affordable and supportive housing units in 13 buildings located throughout Brooklyn, the Bronx and Manhattan. The proceeds of the joint venture’s purchase will be used to capitalize a newly formed charitable organization, Blue Sky Social Justice Fund, which is focused on social justice and human rights, including LGBTQI+ rights, water and energy access, anti-slavery and the Black developers network.

Maxx Properties – Sale of Florida Multifamily Portfolio

Represented an affiliate of MAXX Properties in the sale of a three-property 371-unit value add multifamily portfolio located in Miami-Dade and Broward counties, Florida, for $82 million. The sale is the front-end of a 1031 Exchange.

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.

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.

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.

CAPTOR RE – Real Estate Fund Program

Represented CAPTOR RE in the acquisition and sale of multi-million dollar real estate projects to non-U.S. investors using private REITs.

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.

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.

Migdal Insurance Company Ltd. – Manhattan Office Building Investment

Represented affiliates of Migdal Insurance Company Ltd. in the negotiation of joint venture arrangements with affiliates of Vanbarton Group and Ohio Public Employee Retirement System in connection with a REIT investment resulting in the purchase of a 34% indirect ownership interest in a 780,000-sq.-ft. office building located at 425 Lexington Avenue in Manhattan.

Migdal Insurance Company Ltd. – Philadelphia Office Building Investment

Represented affiliates of Migdal Insurance Company Ltd. in the negotiation of joint venture arrangements with affiliates of Silverstein Properties and the Arden Group in connection with a REIT investment resulting in the purchase of a 49% indirect ownership interest in a 1.3-million-sq.-ft. office building in Philadelphia, Pennsylvania.

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.

Cammeby’s International – $1.8 Billion Apartment Community Portfolio Acquisition

Represented Cammeby’s International, in a joint venture with Harbor Group International, in the $1.8 billion acquisition of the five-state, 9,000+-unit Beacon portfolio of 25 apartment communities.

Hong Kong Asset Mgmt Co. – Foreign Investment in U.S. Real Estate

Represented a Hong Kong-based asset management company in an investment in a joint venture to develop commercial real estate in the United States.

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.

Sabet Development Affiliate – $21 Million Acquisition of West 25th Street Buildings

Represented an affiliate of Sabet Development in the $21.5 million acquisition of two buildings on West 25th street; the property will serve as the "replacement property" in a reverse 1031 transaction.

DDG – Acquisition and Joint Venture to Redevelop Chelsea Property

Represented DDG in the acquisition of a property on the westside of Manhattan along with a related financing from M&T Bank and formation of a joint venture to redevelop the property into an 11-story residential condominium.

Royalton Capital – Bushwick Property Acquisition and Development

Represented Royalton Capital on the acquisition of a three-acre industrial site in Bushwick, Brooklyn. The deal included the structuring of two joint ventures and financing from AllianceBernstein. Plans are to develop the property into a mixed-use office, retail and restaurant space.

Friedland Properties – Madison Avenue Operating Lease Acquisition

Represented Friedland Properties in the joint venture acquisition of the operating lease for a large Madison Avenue office building.

Money Center Bank – CLO Program Development

Represented a money center bank in developing a collateralized loan obligation program to recycle national real estate mortgage loans and warehouse loans, including advice on structuring, tax matters and bank regulatory matters.