Representative Corporate, M&A & Securities Transactions

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Corporate

  • Represented franchisor in the termination of its franchise.

  • Represented a chocolate manufacturer, distributor, and retailer in restructuring its entire operations to add in and capture additional revenue, reduce costs and limit liabilities.

  • Represented a client in entering into a joint venture to acquire former hotel locations and conversion into rental properties.

  • Represented a major influencer in a landmark cosmetics integration to create a new line of products worldwide.

  • Represented artists in connection with the establishment of a music streaming business and the funding of the new enterprise.

  • Represented a comedian in creating a new line of alcohol products featuring client’s name, image and likeness.

  • Drafting of corporate documents in connection with the creation and implementation of a “next-generation” ownership and management succession plan for a physical therapy management company.

  • Represent a high-profile individual in connection with a toothbrush endorsement and equity grant.

  • Represented franchisor in connection with transfer of its franchise.

  • Represented a stockholder in connection with the amendment of the company’s stockholders’ agreement to reflect changes in ownership and work obligations of the shareholders based on first generation shareholder’s pending retirement.

M&A Transactions

  • Represented seller in connection with the sale (via asset sale) of a healthcare billing company to a private equity-backed purchaser.

  • Represented seller in connection with the bifurcated sale (via asset sale) of its accounting practice and its tax and advisory practice.

  • Represented insurance company in connection with an acquisition (via asset purchase) and subsequent sale (via equity sale) of the insurance company to a private equity-backed purchaser.

  • Represented buyer in connection with the acquisition (via asset purchase) of a power tool and accessory distributor.

  • Represented seller in connection with the reorganization and sale (via equity sale) of a bakery equipment company to a private equity-backed purchaser.

  • Represented buyer in connection with the acquisition (via asset purchase) of a comprehensive substance abuse treatment facility.

  • Represented seller in connection with the sale (via equity sale) of a security and technology company to a private equity firm.

  • Represented seller in connection with the sale (via equity sale) of an aesthetic-driven prosthetic dental laboratory to a private equity firm.

  • Represented buyer in connection with (i) the purchase of a business comprised of the wholesale and retail sale of bulk materials (including compost, sand, soil, mulch, stones, pavers, masonry materials, tools and hardware), and (ii) leasing the real estate to conduct its business.

  • Represented buyer in connection with two purchases (via asset purchase) of moving and storage businesses from separate sellers located in Florida, New Jersey and New York.

  • Represented a minority owner in the purchase of majority shareholder positions in three privately-held moving and storage enterprises.

  • Represented seller shareholders in connection with the sale (via equity sale) of a battery manufacturer to a public company purchaser.

  • Represented seller in connection with the sale (via asset sale) a privately-held safari travel business.

  • Represented seller in connection with the sale (via asset sale) of a high-tech company to a larger entity with seller’s principal becoming chief operating officer of purchaser.

  • Represented a client in negotiations of more favorable terms than the prior transaction, involving the sale of client’s business to an Israeli company after client aided in a significant increase in purchaser’s revenues and profits.

  • Represented buyer in connection with the purchase (via asset purchase) of a tent and rental company.

  • Represent seller in connection with the partial sale of its wealth management company.

  • Represented an investment fund in connection with its winding down of business, sale of assets, and dissolution.

  • Represented a multinational valuables logistics and secure parcel transportation company in connection with the sale of its business (via equity sale) to a European based purchaser.

  • Represented seller in connection with the restructuring and sale of its elevator parts distribution company to a private equity-backed buyer.

  • Represented accounting firm in the sale of its not-for-profit accounting, tax and consulting arm (via asset sale) to an emerging practice.

  • Represented sellers in connection with the sale (via F-Reorganization and equity sale) of four regional insurance companies to private equity-backed purchaser.

  • Represented purchaser in connection with the restructuring and acquisition (via equity sale) of comprehensive emergency restoration services company.

  • Represented manufacturer of high-end windows and doors in connection with the preparation of an Employment Agreement, Consulting Agreement, and Stock Redemption Agreement with respect to the long-term President of the company.

  • Represented purchaser in connection with the sale (via equity sale) of a 50% equity interest in a nursery/tree farm and soil composting company.

  • Represented seller in connection with sale (via equity sale) of sophisticated security services and products in the sale of 100% of its equity to a private equity firm.

  • Represented seller in connection with a sale (via asset sale) of its NYC supermarket business (via asset sale), and related transfer of real estate interests.

  • Represented seller in connection with sale (via equity sale) of a design and technology business operating in the art industry in sale of the business (via equity sale) to a private equity firm.

  • Represented seller in connection with the sale (via F-reorganization and equity sale) of managed information technology business to leading national information technology firm.

  • Represented seller in connection with sale (via equity sale) of cloud consulting firm to, and acquisition of rollover equity in, UK PE-backed purchaser.

  • Represented seller in connection with international sale (via equity sale) of real estate holding company.

  • Represented seller in connection with sale (via asset sale) of electronic component manufacturer and distributor business, including negotiation of Consulting Agreement and lease of premises by a seller affiliate to the purchaser with the option to purchase premises during the lease term.

  • Represented purchaser of minority interest in office equipment distributor, including obtaining release of minority interest holder’s guarantee to mid-sized regional bank and purchase of minority interest holder’s interest in affiliated real estate partnership.

  • Represented seller in connection with the sale (via equity sale) of popular media streaming company to international mobile streaming application.

  • Represented seller in connection with sale (via asset and equity sale) of cloud software consulting company.

  • Represented seller in connection with the sale of multistate title service company (via F-Reorganization and equity sale) to national private title insurance and settlement service provider.

  • Represented company in the merger of two long island accounting firms.

  • Represented Registered Investment Advisor in connection with change in control transaction.

  • Represented partner in connection with the sale (via equity sale) of a licensed medicinal cannabis grower and distributer.

  • Represented seller of leading entertainment music streaming business featuring known recording artists to strategic industry buyer.

  • Represented seller in connection with the sale (via asset sale) of wage parity and employee benefits solutions business to national insurance brokerage and risk management firm.

  • Represented sellers in connection with the sale (via asset sale) of three regional payroll and human resources companies to public company purchaser.

  • Represented seller in connection with the sale (via equity sale) of social and emotional learning technology business to leading education and safety software company purchaser.

  • Represented iconic New York City restaurant in the sale (via asset sale) of its business to the building owner where the restaurant is located.

  • Represented buyer in connection with the buy-out of his partner’s 50% equity interest in a nursery, tree farm and composting company.

  • Represented seller in sale of membership interest in a vehicle lending company, including limiting exposure of seller-related parties under various personal guaranties that survived the closing of the sale transaction.

  • Represented seller in connection with the sale (via equity sale) of renowned doll manufacturer and distributor.

  • Represented seller in connection with the sale (via asset sale) of local car wash.

  • Represented seller in sale (via asset and equity sales) of six dental practices to a PE purchaser.

  • Represented PE purchaser in asset acquisition of regional auto parts retailer.

  • Represented multi-national distributor of polymer resin with operations throughout North American and Europe in connection with the sale of the company to private European investor.

  • Represented physician purchaser in the purchase of equity interest in ambulatory surgery center affiliated with major hospital chain.

  • Represented seller in connection with sale of hotel business and real estate located in East Hampton, New York.

  • Represented purchaser in the acquisition (via equity sale and joint venture) of industrial maintenance company.

  • Represented physician shareholders in the restructuring of their partnership and joinder of a new partner with partial sale of equity in a medical practice.

  • Represented purchaser in the buyout of business partner in human resources company.

  • Represented seller in sale of brokerage division of regional commercial real estate company (via asset sale) to a nationally and internationally recognized commercial real estate company purchaser.

Healthcare M&A Transactions

  • Began representation of the owners of a dental laboratory in the sale of 100% of their equity to a private equity firm.

  • Represented physician purchaser in connection with acquisition of assets of oncology practice.

  • Represented professional entity purchaser in connection with acquisition of podiatry practice.

  • Represented physician purchaser in connection with acquisition of assets of psychiatry practice.

  • Represented public company buyer with international operations in connection with the purchase of a controlling interest in, and joint venture arrangement with, national specialty medical products supplier.

  • Represented sellers in a healthcare transportation industry sale of business via an F-reorganization to an international buyer.

  • Represented seller in connection with the sale (via assets and equity) of medical practice group to physician partner.

  • Represented physician in connection with affiliation with virtual multidisciplinary mental health practice.

Securities Transactions

  • Represented an emerging music industry enterprise in seed and Series A funding rounds.

  • Represented investment funds in connection with private placements.

  • Represented a start-up client in the sale of SAFES and entering into consulting and advisory agreements with software developers and industry participants.

  • Represented a public company in initiating a stock buy-back program.

  • Represented newly formed cryptocurrency funds in two Rule 506(b) private placements, including preparation of operating agreements and offering documents, and SEC and state “Blue Sky” filings.

  • Represented commercial real estate feeder fund in Rule 506(b) private placement, including formation of feeder fund and drafting of offering documents.

  • Represented healthcare technology company in connection with proposed underwritten initial public offering, including preparation of S-1 Registration Statement.

  • Represented celebrities in endorsement arrangements with established food and beverage, technology, and clothing companies, and start-up technology, cryptocurrency, and other business enterprises.

  • Represented numerous professional athletes, multi-Grammy award winning musicians, and other celebrities, in their investments in SAFEs, Seed Round securities, and late-round Preferred Stock offerings.

  • Represented emerging music industry issuer in Series A-1 Preferred Stock private placement financing.

  • Represented celebrity clients in connection with investments in early-round financing of start-up and operating companies in technology, cannabis, music, and social media industries.

  • Represented clients in connection with submissions to FINRA resulting in FINRA closing a filing deficiency investigation of an OTC Markets company.

  • Represented underwriter of a China-based company in connection with a US public offering.

  • Represented family members making investments in a real estate investment fund, including the negation of side letter offering clients terms more advantageous than those being granted to other fund investors.

  • Representing CBD manufacturer and distributor in SEC Regulation A Tier 2 (Up to $50 Million) Offering of preferred stock.

  • Represent fintech issuer in Series A Preferred Stock private placement financing.

  • Represent emerging music industry issuer in Series A Preferred Stock private placement financing.

  • Represented public company in successfully appealing OTC Markets ruling on trading restrictions.

  • Represented music industry executive in sale of management business to major music-industry company, and employment agreement for executive’s future services.

  • Representing education services company in international and domestic financing in seed financing.

  • Represented client in removal of trading restrictions with respect to investment securities in a publicly traded, former “shell” corporation.

Tax Transactions

  • Analyzed IRS Employee Retention Credit eligibility for a not-for-profit company.

  • Represented a client with its tax restructuring and pass through entity status in implementing a life insurance limited liability company.

  • Reviewed and analyzed tax structure efficiency and profitability for high-profile individual entering into an endorsement agreement and equity grant.

  • Represented a client with the corporate restructuring of a biotech company.

  • Represented accountant with implementing the most tax efficient structure for the sale of its assets and goodwill to another accounting firm.

  • Advised a non-U.S. resident in the tax structuring of a real estate deal for cost efficiency and tax incentives.

  • Represented family business established in 1952 with passing business interests from the second generation to the third generation by way of gifting shares.

  • Represented company in a restructure transaction, pursuant to which it amended and restated its operating agreement to add two new members, who subsequently entered into restrictive unit agreements and executive service provider agreements.

  • Represented a nutraceuticals company in corporate tax restructuring.

  • Represent company in international restructuring of a New York City based highend skin care brand with affiliates in London, Paris, Hong Kong, Singapore and Korea. The resulting holding company is a Delaware entity and the restructuring was intended to take advantage of opportunities presented under the 2017 tax act.

  • Represented seller in sale of business (via type F-reorg and equity sale) of fintech company to PE backed strategic purchaser.

  • Represented seller in partial sale of manufacturing company (via type F-reorg and joint venture) to a foreign public company purchaser.

  • Represented industrial maintenance company in corporate tax restructuring.

  • Represented multiple location food and beverage industry company in corporate tax restructuring.

Lending Transactions

  • Represented a lender in connection with a commercial construction loan facility for expansion of a mixed-use midtown building to add five stories.

  • Represented a lender in connection with a commercial mortgage loan facility for development of emergency housing facility in Bronx, New York.

  • Represented a lender in connection with a commercial mortgage loan facility for retrofit of Nassau County hotel into college student housing.

  • Represented a lender with a commercial construction loan facility and mezzanine loan for a new hotel (national chain) in New Jersey.

  • Represented a lender in connection with the refinance of a large multi-family property in Brooklyn, New York.

  • Represented a lender in connection with an acquisition loan for a two-building retail property in Nassau County, New York.

  • Represented a lender in connection with a cash out to the principal owners of a restaurant in Nassau County.

  • Represented real estate developers in raising capital for land purchases and construction costs.

  • Represented an institutional lender in connection with the closing of thirty-seven (37) commercial loans to real estate developers for the construction of multifamily buildings containing rental apartments and units for sale in Bronx, Rockland, Orange and Sullivan counties, New York, including two major development projects in Orange and Sullivan counties.

  • Represented a lender in connection with a loan for the construction and development of a 189-unit apartment building and a 338-space parking garage in Nassau County, New York.

  • Represented a lender in connection with a construction loan for a 116-unit hotel building in New York City.

  • Represented a lender in connection with a construction loan for a 128-unit apartment building in the Bronx.

  • Represented lender in connection with the severing of several long-standing blanket mortgage loan facilities into three stand-alone mortgage loans, a term loan, and a line of credit facility to a major medical services provider on Long Island.

  • Represented borrowers in several property acquisitions and subsequent construction financing transactions all in connection with the development of several self-storage facilities on Long Island and in New York City.

  • Advised popular Long Island entertainment venue in successfully obtaining a Shuttered Venue Operators Grant as well as obtaining financial assistance for a catering business pursuant to the Restaurant Revitalization Fund.

  • Represented lender in connection with a commercial construction loan for development of an eight story elevatored building containing 41 residential rental units and 21 on-site parking spaces at Brooklyn property.

  • Represented the lender in connection with a commercial construction loan for development of a six story elevatored building containing 17 residential rental units at Bronx property.

  • Represented the lender in connection with a commercial construction loan for development of a residential property project in Orange County.

  • Represented the lender in connection with a commercial construction loan for development of a seven story elevatored building containing 38 residential rental units, a community facility, two rooftop recreation areas, and 11 on-site parking spaces at Bronx property.

  • Represented lender on equity recapture term loan and non-revolving credit line, secured by a midtown landmark-status building, occupied by over 30 tenants in the fashion, jewelry, tourism and finance industries.

  • Represented lender on acquisition loan for investment real estate tenanted by renowned national brands.

  • Represented lender on term loan and non-revolving credit line/letter of credit for development and landlord buildout of New York City administrative offices, secured by mortgage on development site and equity pledge of principals.

  • Represented an institutional lender in the closing of two priority loan facilities pursuant to the Main Street Lending Program under the CARES Act: the first was to an international fashion brand, and the second was to a New York based company that provides wellness services for dogs.

  • Represented a European-based fund in providing seed capital to fund a U.S.-based lender’s acquisition and site improvement loan facility for the development of a Texas project, and a construction loan facility for the development of a Tennessee project.

  • Represented lender in connection with the refinance of a film, television and video game production facility for improvements and expansion.

  • Represented an institutional lender in the closing of a priority loan facility pursuant to the Main Street Lending Program under the CARES ACT, which is secured by, among other things, a large fleet of commuter ferries operating in the tri-state area.

  • Represented Israeli Bond Trustee in connection with the refinancing of debentures used to finance a large luxury multi-family apartment complex in New York City.

  • Represented a lender in connection with a commercial construction loan facility for construction of a new four-story walk-up building in the Bronx, NY containing 23 residential rental apartments.

  • Represented lender in connection with the acquisition finance of anchored strip mall in Nassau County.

  • Represented private investment fund in the acquisition and enforcement of combined first mortgage and mezzanine loan secured by a real estate development project in Brooklyn.

  • Represented a borrower in the closing of a SBA 7(a) loan on an expedited basis in order to qualify for certain payment incentives under the CARES Act.

  • Represented a lender in connection with commercial construction loan facility for construction of a new four-story elevator building in the Bronx, NY containing 19 residential rental apartments.

  • Represented numerous financial institutions in the management of portfolio wide modifications due to the COVID-19 pandemic.

  • Represented an institutional lender in the closing of a construction loan for construction of an 8-story, 95-unit residential building.

  • Represented lender in connection with the financing for interior fit out by property owner for municipal government tenant.

  • Represented a lender in connection with a commercial construction loan facility for construction of a new seven-story elevator building in the Bronx, NY containing 22 residential rental apartments and 11 parking units.

  • Represented buyer in the acquisition and financing of seven REITS, including both bank financing and a private equity investment.

  • Represented the buyer in the purchase of the entire loan portfolio of the United States financial services subsidiary of a Canadian multi-national lender.

  • Represented lender in commercial construction loan for construction of an eightstory building containing sixty four residential rental apartments and thirty two parking spaces in NYC.

  • Represent lenders in sales of participation interests in loan facilities.

  • Represented borrower/purchaser in the purchase and acquisition/building loan/project loan financing on four commercial properties in Kings County. The borrower develops self-storage facilities.

  • Represented lender in commercial construction loan for construction of an eightstory building containing sixty two residential rental apartments in the Bronx.

  • Represented owner in a re-financing of outstanding debt and additional anticipated financing of major renovations to operating Queens, NY major chain-branded hotel.

  • Represented private equity sponsored fund in the acquisition and financing of a portfolio of defaulted multi-family mortgage loans including a related loan on loan financing transaction.

  • Represented lender in term loan secured by assets, receivables and equity, to provide real estate investment capital to the owner.

  • Represented lender in the closing of a commercial mortgage loan and commercial revolving credit mortgage loan to a New York not-for-profit corporation that serves underprivileged girls in New York City.

  • Represented lender in connection with a commercial construction loan for construction of a twenty four residential condominium unit project in Rockland County.

  • Represented lender in the closing of acquisition/building loan/project loan financing to be used toward the development of condominiums in New York City.

Not-For-Profit Transactions & Financings

  • Represented a large not-for-profit organization in connection with acquisition of the programs and assets of another large not-for-profit organization, including multiple community residences for individuals with intellectual and developmental disabilities. This transaction required the approval of the New York State Office for People With Developmental Disabilities and the New York State Attorney General.

  • Represented a large not-for-profit organization in the acquisition, development, construction and financing of a New York State Children’s Specialty Hospital in Sullivan County, New York. This transaction included closing on significant construction financing followed by permanent financing funded by the United States Department of Agriculture.

  • Represented a not-for-profit education corporation that previously operated a Jewish day school in connection with Attorney General approval of the sale of its 17-acre school campus in accordance with Section 511-a of the Not-for-Profit Corporation Law.

  • Represented a new psychoanalytic training institute before the New York State Education Department in connection with formation of a chartered education corporation and approval of a registered program leading to licensure in psychoanalysis.

  • Represented a New York not-for-profit corporation formed to establish an intramural lacrosse program for youth in connection with dissolution and distribution of assets to a similarly situated entity operating both intramural and competitive travel lacrosse programs.

  • Represented a not-for-profit camp in the negotiation of a settlement agreement with its sole corporate member regarding certain amounts in dispute and withdrawal of the member.

  • Represented large not-for-profit human services agency in the acquisition and member substitution of another not-for-profit corporation.

  • Represented the sponsor of a nursing home in connection with the restructuring, participation in and closing of new municipal bonds through a Bankruptcy Court Chapter 11 plan of reorganization.

  • Restructured of a Prime Credit Master Fund, creating numerous special purchases, bankruptcy remote vehicles to hold portfolio of debt of multiple debtors, creating feeder funds to invest in Master Fund, and negotiating with banks to further leverage loan portfolio.

  • Represented New York not-for-profit corporation that provided digital preservation and data management services to institutions, collections and archives in connection with its dissolution and distribution of assets. Following Attorney General approval, all assets were transferred to a Pennsylvania nonprofit corporation that provides open technologies and digital solutions for libraries, museums, and universities.

  • Represented a large New York not-for-profit corporation in connection with a $35,000,000 municipal bond financing. The purpose of the bond financing was to: (i) refinance existing municipal bonds and (ii) finance the acquisition and renovations at several properties in Suffolk County to develop group homes for people with mental and physical disabilities.

  • Represented a New York City based not-for-profit corporation that transferred all of its assets, including five community residences, to its sole corporate member. The transaction required approval of the New York State Office for People with Developmental Disabilities and the New York State Attorney General.

  • Represented a not-for-profit New York State Charter School in the acquisition of a municipal school building with tax exempt municipal bond financing.

  • Represented a not-for-profit organization in the negotiation of a municipal bond default workout, requiring New York State Attorney General approval, and the closing of a new tax exempt municipal bond issuance.

  • Represented three not-for-profit organizations in connection with change in auspice approval from the New York State Office for People with Developmental Disabilities, and transfer of ownership and operation of multiple community residential facilities.

  • Represented religious corporation in connection with Court approval of a merger with another religious corporation, and New York State Attorney General approval to subsequent sale of the merged entity’s house of worship to a third party.

  • Represented a not-for-profit mental health and substance use disorder services provider in connection with New York State Attorney General approval of its merger with a federally qualified health center.

  • Representing several not-for-profit organizations in connection with their dissolutions and distributions of assets to other not-for-profit organizations.

Real Estate

  • Represented the owners of a 143,000 square foot warehouse on Long Island in a sale of a major real estate management firm.