Represents buyers and sellers in acquisitions and dispositions of assets or stock, including mergers and ESOP transactions, as well as related financing transactions and equity arrangements with private equity and other buyers.
Represented a provider of web-based cloud and other solutions for teleradiology practices, radiology groups, imaging centers and others, as well as its two owners, in the sale of their membership interests to a major customer for cash and an earnout pursuant to a court order to resolve a dispute between them as to the operation of the business.
Represented the sellers of an internet provider to rural and underserved communities in Central and Northern California in the sale of their membership interests to a private equity firm for cash and an earnout and in the related equity arrangements for the principals.
Represented a business providing advice as to the preservation and rehabilitation of historical properties and its shareholders in the sale of their shares to a newly formed Employee Stock Ownership Plan and in the related financing from a regional bank.
Represented the retired 50% shareholder of a manufacturer of interior roller shading products in the sale of the assets of the business to a major customer for cash and an earnout to resolve a dispute between the shareholders as to the operation of the business.
Represented the owner of a Texas-based securities brokerage firm in the sale of his personal goodwill to a national securities brokerage firm for cash.
Represented a minority shareholder of a regional telephone voice and communications services provider in a share exchange and share sale to a foreign private equity fund for cash.
Represented a global leader in premium eye ware in the sale of all the membership interests of its U.S. sunglasses business to a private investment group for cash.
Represented an invoice and statement printing, electronic billing payment and presentment services, and presentment and business process outsourcing services company and its shareholders in the sale of their shares to a newly formed Employee Stock Ownership Plan and in the related financing from a consortium of banks.
Represented a leading provider of outsourced billing and statement services and customer communication management in an industry roll up through the acquisition of the stock or assets or acquisition via merger of multiple businesses for cash plus an earn out and related loans to fund the purchases from a consortium of banks.
Represented a leading provider of outsourced billing and statement services and customer communication management in the sale of the assets of its Mobile, Alabama operations for cash plus an earnout and a release of the related assets from the liens of the banks.
Represented a leading provider of outsourced billing and statement services and customer communication management in a stalking horse bid to acquire the assets of a specialized marketer of specialized marketing and ecommerce solutions from the Chapter 7 Trustee for cash.
Represented a leading provider of outsourced billing and statement services and customer communication management in the sale of all its stock by its Employee Stock Ownership Plan to a New York-based private equity firm investing in businesses across the financial services sector for cash and the repayment of outstanding indebtedness to its institutional and related party lenders and in the related equity arrangements for the principals of the company.
Represented a firm specializing in deepwater system engineering and project management in the sale of certain assets consisting of subsea tools to a multinational conglomerate with operations in the energy sector for cash.
Represented one of the early firms engaged in the medical marijuana business in the State of New York in one of the first transfers of a registered organization for the sale of medical marijuana in New York State to an industry buyer for cash and the assumption of indebtedness.
Represented the owner of half of a NYC-based firm representing undiscovered designers of fabric, rugs and wallpaper from around the globe in the redemption of the membership interests held by the other owner for cash and a related loan from a U.S. money center bank to fund the redemption to result a dispute between the members as to the future direction of the business.
Represented an energy investment fund in the sale of its interest in the third largest solar energy developer in the United States to a Fortune 500 company that then owned and operated one of the country's largest and most diverse power generation portfolios.
Represented an international trade print publisher in the creation of a joint venture with a new media agency and its acquisition of the assets of a regional media group.
Represented a small cap U.S. public company in the sale of 85% of its stock to an oil and gas developer in West Texas.
Represented a family business in the scrap recycling industry in the purchase of shares from minority shareholders.
Represented a privately owned mining, metals and minerals consulting business in the sale of its business and assets to an international mining and minerals consulting firm.
Represented a destination management company in the sale of its assets to an event planning business producing & managing special events in the U.S. and around the world for cash plus an earnout.
Private Equity & Venture Capital
Represents investors in private placements of securities from seed to development to late-stage rounds involving preferred rights of different series and other issues.
Represented an Asian investment firm and its affiliates in its U.S. private equity investments in U.S. entertainment, media, technology and sports ventures, including an American music platform and record label primarily for Asian American and Asian artists and an electric surfboard venture.
Represented a patent holder in the sale of the lifetime royalties from his patent portfolio to a private equity firm.
Represented a New Jersey based provider of innovative technology-based raw materials to the cosmetics industry in the sale of minority interests to a global competitor based in Germany.
Represented a manufacturer and supplier of building and construction products in New Zealand, Australia and the South Pacific in its investment in a U.S. fund investing in startups innovating in the building and construction space.
Represented a family-owned investment company in the acquisition of an option to purchase the minority equity interests of a group of companies that support the marine and offshore industry with a wide range of equipment, services and support from a family of private equity funds.
Represented a private investor in its investment in an app-based platform providing solutions for doorstep fuel delivery to vessels.
Represented a noted orthopedist and the team doctor for several national sports teams in his investment in a start-up venture in the rehab space.
Represented an entertainment company with a portfolio of branded radio programs in sports, news talk and entertainment in the sale by its members of 31.5% of the equity to a Connecticut-based private equity fund.
Represented a midwestern venture capital firm in its preferred stock investment in a company with a mobile restaurant waitlist app.
Represented an energy investment fund in its private equity investment, and the subsequent restructuring of such investment and its multiple follow-on investments, in the third largest solar energy developer in the United States.
Finance
Represents borrowers and lenders in secured and unsecured financing transactions, including asset-based loan transactions, including loans secured by modern and contemporary art.
Represented a full-service deepwater intervention and support company that supports the marine and offshore industry with a wide range of equipment, engineering, and services in connection with approximately $58 million of asset-based loans from a consortium of banks and equipment financiers as well as in the restructuring of that debt and the ultimate surrender of certain assets including foreign flagged vessels to the lenders.
Represented a leading provider of out-sourced billing and statement services in connection with a $93 million term loan facility and a $7 million revolving credit facility with various financial institutions as well as the increase of its borrowing capacity pursuant such facility.
Represented a national bank in connection with a $75 million reducing revolving credit facility and a $2 million letter of credit facility for a New York Stock Exchange-listed global advanced materials company which manufactures materials for the aerospace, military, and telecommunications markets as well as several amendments to such facility and the early termination of the facility.
Represented a national bank in connection with a $49 million revolving credit facility and a $7 million letter of credit facility for a national public accounting firm and its affiliates.
Represented a national bank in connection with a $35 million uncommitted discretionary demand facility as well as three separate increases of the borrowing capacity under such facility for a manufacturer of nonwoven fabrics and substrates to enable it to purchase certain assets of various national detergent brands.
Represented the New York Agency of an Asian bank in connection with a $100 million revolving credit, term loan and security agreement for the owner of a pulp mill in the Pacific Northwest.
Represented the New York Agency of an Asian bank in the amendment of a credit agreement for a tissue paper manufacturing company in the Northeast.
Represented the U.S. subsidiaries of a Chinese conglomerate as guarantors and pledgors in various secured term facility agreements with major international money center banks as well as the company’s CEO as lender.
Represented a manufacturer of telecommunications equipment and devices for fiber optic and copper networks in a secured loan from a regional bank.
Represented an environmental asset management firm in a senior secured loan facility for a biomass power generation facility located in Blue Lake, California.
Represented an environmental asset management firm in a senior secured loan facility for two biomass power generation facilities located in Chowchilla and Merced, California.
Corporate Governance
Represents New York not-for-profit corporations in corporate governance matters including the revision of their bylaws, standing rules, policies and committee charters in accordance with applicable state and federal law and best practices.
Represents public and private companies in corporate governance matters including the revision of their bylaws and committee charters in accordance with applicable state and federal law and applicable stock exchange rules.
Represented a NYSE-listed financial services company that migrated from Canada to Delaware in a presentation to its board on best practices and directors' fiduciary duties.
Securities
Represents public companies in the technical requirements of compliance with the periodic disclosure requirements of the Securities Exchange Act of 1934 as those requirements bear on both corporate and director and officer reporting as well as conformity with stock exchange rules and regulations.
Represents boards of directors and audit, nominating, governance and compensation committees of public companies on matters of sensitivity.
Represents emerging, development and late-stage companies in private placements of securities involving an integration of preferred rights of different series and other issues.
Represented an investment bank as placement agent in a series of Registered Direct and PIPE Offerings of the stock of various publicly traded pharmaceutical and medical device companies.
Represented a publicly traded clinical stage biopharmaceutical company specializing in innovative cancer treatment therapies in a share exchange with the shareholders of a privately-owned Mexican pharmaceutical company developing and commercializing specialty drugs such as novel cancer products for customers in Mexico.
Represented a public company in connection with an equity purchase agreement to put the company’s stock to the buyer from time to time and in connection with the registration of such shares with the Securities and Exchange Commission.
International
Represents companies in cross-border transactions of all types, including mergers & acquisitions and financings.
Represented a provider of innovative technology-based raw materials to the cosmetics industry in a strategic collaboration agreement with a public company traded on the Tokyo Stock Exchange, which included a $3 million Series A preferred stock investment.
Represented an investor group in the formation and capitalization of a company to purchase, lease, license, build, operate and maintain cell towers and sites in Central America, South America and the Caribbean.
Represented an Italian company engaged in the sale and distribution of espresso coffee and coffee products and the operation of franchised and proprietary coffee shops in a migratory merger of its U.S. operating company from New York to Delaware.
Represented a specialized U.S.-based global publishing company in the sale of certain assets of its Brazilian operations for equity in the purchaser, a private equity-backed British Virgin Islands domiciled start-up.
Represented the shareholders of a U.K. technical production company delivering specialist production services to corporate clients, event agencies, production companies, PR and communications agencies, hotels and venues in the sale of their shares to a U.S.-based company that provides event technology services for the hotel, resort and conference center industry.
Represented a publicly traded clinical stage biopharmaceutical company specializing in innovative cancer treatment therapies in a share exchange with the shareholders of a privately-owned Mexican pharmaceutical company developing and commercializing specialty drugs such as novel cancer products for customers in Mexico.
Represented a Hong Kong-based metals company and its U.S. subsidiary in the purchase of the assets of a Connecticut-based company supplying rare metals, alloys, chemicals and compounds to various industries and businesses.
Represented a small cap U.S. public company in the acquisition of the stock of a software company with a proprietary mobile platform from a privately held U.K. company.
Represented a manufacturer and supplier of building and construction products in New Zealand, Australia and the South Pacific in its investment in a U.S. fund investing in startups innovating in the building and construction space.
Represented a U.S. company owning a controlling interest in a Chinese coal transportation and trading company in the sale of a majority of its equity interests to a local Chinese coal operator.
Represented the New York Agency of an Asian bank in connection with a $100 million revolving credit, term loan and security agreement for the owner of a pulp mill in the Pacific Northwest.
Represented the New York Agency of an Asian bank in the amendment of a credit agreement for a tissue paper manufacturing company in the Northeast.
Represented the U.S. subsidiaries of a Chinese conglomerate as guarantors and pledgors in various secured term facility agreements with major international money center banks as well as the company’s CEO as lender.
Represented a Pennsylvania corporation in the U.S. law aspects of its guaranty of a revolving credit and accordion facilities agreement with a U.K. bank and an amendment and restatement deed relating thereto.
Represented the U.S. subsidiaries of a Canadian company in connection the pledge of their assets and the guaranty of their parent’s debt to two Canadian banks pursuant to a $28 million credit facility.
Represented a Bermuda-based specialty lender in a loan to an Israeli tech entrepreneur secured by 49 contemporary artworks including works by Irving Penn, Pablo Picasso, Robert Rauschenberg, Gerhard Richter and Andy Warhol.
Represented an Asian investment firm and its affiliates in its U.S. private equity investments in U.S. entertainment, media and sports ventures, including an American music platform and record label primarily for Asian American and Asian artists and an electric surfboard venture.
