Tax

Represented an affiliate of Community Preservation Corporation in its acquisition of an affordable housing project located in Brooklyn, New York. The acquisition was the culmination of a 1031 transaction, and included a TIC structure, regulatory agreement, nominee and assumption of two tiered existing debt.

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.

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

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. 

Represented the New York Yankees in the issuance of $1.5 billion in municipal tax-free and taxable bonds by the New York City Industrial Development Agency, which financed the lease and construction of the new Yankee Stadium. We drafted and negotiated the lease agreement for the new stadium, as well as ancillary real estate agreements pertaining to parking lots and garages; construction, demolition and insurance, and public transportation. We were also integrally involved in navigating the Yankees through the lengthy federal, state and local governmental permit and approval process.

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. 

Herrick represented D.C. United in its agreement with Attain Sports & Entertainment to sell a controlling ownership stake in United Soccer League (USL) Championship club Loudoun United FC (LUFC).

The founding of Loudoun United FC as the first professional soccer team in northern Virginia was one of several steps of investment into the sport and the local northern Virginia community taken by the D.C. United ownership group in recent years. Accompanying the establishment of the club was the development of a 5,000-seat stadium—Segra Field—in Leesburg, Virginia, which serves as the home for Loudoun United in addition to professional rugby, concerts, local sporting events, and more.

“Our decision to launch a team and build a stadium in the region showcases our commitment to the growth of the sport in the northern Virginia community and its ability to foster community, create economic growth, and provide entertainment for residents and visitors in the region,” said Jason Levien, CEO and Co-Chairman of D.C. United.

The investment in the USL Championship club by Attain Sports & Entertainment will add to the company’s growing portfolio of professional sports assets.

Represented a leading internet horse racing account wagering operator in formation of joint venture with major European gambling software engineering firm to develop technology and software that facilitates the operation of computerized advance deposit wagering (“ADW”) for horse racing.  ADW is a form of pari-mutuel wagering on horse racing whereby a person establishes an account with an ADW operator and subsequently communicates (typically via the internet) instructions concerning the wagering of funds in such person’s account to the ADW operator.

Represented Nano Cures International, Inc., a US-based company focused on transforming the development and delivery of cures to major health conditions and diseases, in a definitive arrangement agreement (the "Arrangement Agreement") with Craft 1861 Global Holdings Inc. ("Craft Global"), a publicly traded Canadian corporation. The Arrangement Agreement sets out the definitive terms upon which Nano will acquire Craft Global in a reverse take-over transaction valued at $5.5B.

Represented one of the largest life insurers in the world in its $130 million acquisition of 28 CVS drug stores in connection with 1031 exchanges.

Representation of the New York Yankees in connection with the development of the new Yankee Stadium in helping structure a tax efficient program for premium seating, including luxury suites, involving the negotiation and preparation of license, ticket and food and beverage agreements. This included consideration of complex tax matters. The agreements were typically multi-year, involved substantial financial commitments and required further negotiation on select issues.

Represented a major New York developer in its acquisition of a senior mezzanine loan and a junior mezzanine loan secured by pledges of the direct and indirect equity interests in the owner of a Manhattan commercial building.

Represented a real estate management company in defending against a multi-million dollar claim that it breached a tax protection agreement with a property owner that contributed an office building to the partnership. The property owner claimed that the tax protection agreement was triggered by the real estate company's merger with another company.

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.

Represented Nolining, a new high-end fashion house, in its formation and organization.