Matters

$600 Million Joint Venture and Collaboration Between Real Estate Investment Manager and Leading Residential Brand

Represented a leading residential brand and operator in a $600 million joint venture with one of the largest investment managers in the world.  Structured a strategic partnership between the two entities and collaboration with respect to the management of a portfolio of properties as well as a suite of funds. 

Venture Capital Firm – Fund Formation and Portfolio Investments

Advised venture capital firm on various matters including the structuring and drafting of documents relating to fund formation, capital raising, corporate, securities, compliance and accompanying tax issues associated with fund formation, and portfolio investments.

Global Provider of Cloud Based Software – Acquisition of Cyber Threat Detection Company

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.

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.

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. 

Counseled Professional Sports Team in Ticketing Issues

Counseled professional sports team in ticket credit analysis issues in light of COVID 19.

Kaman Corporation – $700 Million Commercial Financing

Represented Kaman Corporation, a NYSE-listed U.S. defense contractor, in a $700 million revolving and term loan commercial financing transaction.

Marcus & Millichap Acquisition of Dallas Based Commercial Real Estate Finance Intermediary

Represented Marcus & Millichap, Inc., a leading brokerage firm specializing in commercial real estate investment sales, financing, research and advisory services, in its acquisition of Metropolitan Capital Advisors (MCA), a commercial real estate finance intermediary specializing in arranging debt and equity for commercial real estate on behalf of developers, investors and owners.

Resources

HappyNest REIT Inc. – Public Offering

Represented HappyNest REIT Inc., a real estate investment trust that provides qualified purchasers the opportunity to invest in a portfolio of commercial real estate assets, in a $50 million public offering pursuant to Regulation A, promulgated under the Securities Act of 1933, as amended.

DWF LLP – CentralNIC Group

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.

Kaman Corporation – Form S-8

Represented Kaman Corporation, a NYSE-listed U.S. defense contractor, in filing a Form S-8 for securities to be offered in a stock incentive plan.

Integrated Bio Pharma – Form S-8

Represented Integrated Bio Pharma in filing a Form S-8 and in providing general corporate advice.

Signature Group Holdings – Public Offering

Represented Signature Group Holdings, Inc. in an underwritten public offering of common stock.

SGH Escrow Corporation – Rule 144 High Yield Offering

Represented SGH Escrow Corporation (Real Alloy, Inc.), a subsidiary of Signature Group Holdings, Inc., in a $305 million Rule 144 high yield offering of senior secured notes.