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.
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.
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.
Represented HQ Global Workplaces in its acquisition by Frontline Capital Group.
Representation of a France-based pharmaceutical manufacturer with proprietary drug delivery technology in a collaborative and development agreement of a generic pharmaceutical product to be marketed in the United States.
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.
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.
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.
Represented a hedge fund in a hostile proxy contest to obtain control of the board of directors of a NYSE-listed company.
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.
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.
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.
Represented Concord Associates, L.P. in its announced merger agreement and subsequent termination with Empire Resorts, Inc. involving the issuance of approximately 40% of the outstanding common stock of NASDAQ-listed Empire Resorts, Inc., in exchange for real property on the site of the Grossinger's Hotel and the Concord Hotel in the Catskill mountain region of New York.
Represented Tigrent, Inc., global leader in high-quality and value-based training, conferences, publications, technology-based tools and mentoring to help customers become financially knowledgeable, primarily through its Rich Dad™ Education brand, in a reverse merger into a public shell company that allows Tigrent to be a public company.
Represented New York Racing Association in a joint venture formed to conduct the NYRA Bets national advance deposit wagering business.
Represented Legends Hospitality in a joint venture regarding the Miami SkyRise project consisting of an entertainment and observation tower overlooking Biscayne Bay in Miami. Legends is providing consulting, management and hospitality services with respect to the development and operation of the project and will operate the concession once opened.
Represented the purchaser of a factional interest in a Gulfstream V.
Represented Legends Hospitality in a joint venture with Major League Soccer’s Los Angeles FC to provide concessions services at the team’s new 22,000-seat soccer stadium.
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.
Represented The European Fine Arts Foundation (TEFAF) in the creation of a joint venture entity with Spring Show NYC LLC. The joint venture will own and operate a Fall and Spring art fair to be held annually at the Park Avenue Armory. TEFAF currently owns and operates the premier art fair in Europe (TEFAF Maastricht) and will be rebranded under the TEFAF brand through a license arrangement we also negotiated. This is a significant matter in the art fair/collector world as TEFAF is the gold standard among art fairs and plans to hold numerous large-scale events in New York in the future.
Represented Sterling Equities in the purchase of the Syracuse Chiefs, a Triple-A baseball team in Syracuse, New York.
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.
Represented Legends Hospitality in the acquisition of International Stadia Group, a London-based sports and entertainment company. The acquisition will extend Legend’s global capabilities and allow for growth opportunities in the EAME regions.
Represented an asset management company in the proposed acquisition of an interest in a premier professional basketball team located in Jerusalem. The team has won several titles recently, including the EuroCup and the Israeli League championship.
Represented Fizziology, a social media research and analytics company, in its sale and in a rollover transaction with a private equity sponsored buyer.
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.
Represented Legends Hospitality in a joint venture with the Intrepid Air and Space Museum to provide concessions services for a new high-end food market located on the U.S.S. Intrepid.
Represented a New Jersey-based supplier of specialty ingredients and products for the cosmetics industry in its sale to a private equity fund.
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.
Represented a merchant bank in the ownership and operation of numerous investments including a joint venture with a preeminent cosmetics brand.
Represented a prominent thoroughbred racing association in the acquisition of a minority interest in Elite Turf Club, a provider of natural turf installation services.
Representing Legends Hospitality in a concessionaire joint venture with Ultimate Fighting Championship.
Representing New York Racing Association in a joint venture with Churchill Downs and Pinnacle.
Advising a Canadian law firm, on behalf of their client, in connection with the purchase of a private school.
Represented DWF LLP as U.S. counsel for CentralNic Group PLC, a London stock exchange listed company, in its proposed acquisition of KeyDrive S.A., a Luxembourg conglomerate.
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.
Represent client, a large global law firm, as outside special counsel in antitrust matters, including conducting a Hart-Scott-Rodino Act analysis with respect to the acquisition of a new business line.
Represented Marcus & Millichap, a publicly traded company, in their acquisition of Dallas-based Metropolitan Capital Advisors.
Represented Marcus & Millichap, a publicly traded company, in their acquisition of New York-based real estate finance advisory firm Mission Capital Debt & Equity.
Advised Datto Holding Corp. (NYSE:MSP), the leading global provider of cloud-based software and technology solutions purpose-built for managed service providers (MSPs), as lead counsel in connection with its acquisition of BitDam Ltd. (“BitDam”), an Israel-based cyber threat detection company. BitDam’s cyber-defense platform secures collaboration tools, such as M365 and Google Workspace, from ransomware, malware, and phishing.
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.
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.
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.
Represented Legends in its acquisition of 4Front, a global data and analytics, innovation and digital media agency. 4FRONT will retain its company name and operate as part of Legends Global Technology Solutions division, building on Legends’ expertise in data consulting and digital activation. Legends Global Technology Solutions is an industry leading sports and entertainment digital, technology and experiential advisory with the deepest experience in some of the largest, most complex projects in the world of sports and entertainment.
Represented longtime client in the purchase of an online concrete fastener company that involved complex tax issues. Advised on intellectual property matters involving proprietary business systems and software.
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.
Represented Sun Mountain Sports, Inc. ("Sun Mountain"), a leading producer of golf equipment and apparel, in a sale of business transaction to a private investment firm, Solace Capital Partners.
Founded in 1981, Sun Mountain is a pioneer in the golf industry known for its best-in-class brand and many innovations in golf bags, push carts, and outerwear. Sun Mountain’s products are sold in national retail stores, specialty golf stores, and pro shops, as well as online and internationally. The sale did not include Sun Mountain Motor Sports, which produces motorized golf cars under the Finn Scooters brand.
Three Ocean Partners served as financial advisor to Sun Mountain.
Represented private equity investment firm in the arrangement of a joint venture with the objective of expanding fiber optic cable networks in a major municipality.
Represented real estate developer in joint venture with an industrial partner.
Represented an accredited fully online design college in its acquisition by a venture capital firm specializing in higher learning opportunities.
