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.
New York Yankees – $1.5 Billion Stadium Financing
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.
MetLife Stadium – $650 Million Bond Placement
Represented a special purpose entity affiliate of the National Football League's New York Jets and the New York Giants, in a complex public financing for MetLife Stadium that involved the New Jersey Economic Development Authority and local government.
Community Preservation Corporation – Affordable Housing Project Acquisition
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.
Legends Hospitality – Tax Advice
Assisted numerous sports franchises and leagues in connection with state tax law issues.
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.
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.
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.
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.
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.
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.
Acquisition of Global Data and Analytics, Innovation and Digital Media Agency
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.
Acquisition of Online Concrete Fastener Company
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 Leading Producer of Golf Equipment and Apparel in Sale of Business Transaction
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.
Property Owner – Ownership Restructuring
Represented a property owner in a complex ownership restructuring of a wine, spirits, and non-alcoholic beverage distribution center in South Carolina. We helped the property owner with corporate, real estate and tax issues regarding lease modifications, changes in the ownership of limited liability companies, a mortgage refinancing and an option granted to affiliates of the tenant to purchase equity interests in the company that owns the facility.
New York Yankees – Tax Efficient Program
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.
Edison Tax Services – Acquisition Platform Structure and Joint Ventures
Represented Edison Tax Services in structuring its acquisition platform and establishing joint ventures with local operators to acquire tax liens and develop foreclosed properties.
NY Real Estate Developer – Mezzanine Loan Acquisitions
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.
Real Estate Investment Company – Five-State Residential Portfolio Acquisition and Financing
Represented a major real estate investment and service company in its acquisition and financing of a five-state, 14-property portfolio of residential rental and condominium apartment complexes. The portfolio was financed through 14 first mortgage loans and 12 mezzanine loans, culminating in a four-day closing.
Real Estate Management Company – Tax Protection Dispute
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.
Investment Advisor/Property Managment Co – Regulatory Analysis
Represented a real estate investment advisory and property management company in establishing a presence in California and related tax analysis.
Life Insurance Company – Acquisition
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.
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.
Fashion House Formation
Represented Nolining, a new high-end fashion house, in its formation and organization.