Business Transactions

Represented various aviation-related companies in acquisition and sell side transactions, private financings, and joint ventures, including Gulfstream Air, Inc. and Fine Air, Inc., both Miami-based commercial airlines, and FlyHouse Management LLC and subsidiaries, a large provider of chartering and MRO services to private aircraft, including three strategic acquisitions.

Represented practice seller for breach of practice purchase agreement for purportedly failing to refund initial payment following quarterly AUM assessment post-closing.

Counsel clients in connection with practice purchases and sales, including practice assessment, negotiating transactions, and drafting agreements.

Represented national logistics company in sale to strategic purchaser.

Represented global logistics company in acquisition of drayage provider.

Led M&A team advising a US-based national logistics company with over 65 company locations and more than 2,000 employees in its sale to a leading global transport and logistics company.

Advised award-winning chef and his company in development deal for multiple restaurants in New York City.

Represented seller in real estate and loan transactions in connection with successful sale of warehouse property in New Jersey.

Routinely negotiates licenses for the use of clients’ valuable IP assets in film, television, advertising, and special projects across mediums including cable television, satellite transmissions, digital services, pay-per-view, and streaming.

Led M&A team advising a world leader in transport and logistics in its successful acquisition of a leading drayage provider with locations throughout the southeastern United States.

Negotiated several book publishing contracts on behalf of novelists, playwrights, cookbook writers, and journalists. For 25 years, has represented the family of author Aldous Huxley in protecting and exploiting his famous works, particularly Brave New World. Negotiated with Random House to keep the novel with the publisher. Also negotiated several film rights options for the grandchildren of the Huxleys.

Regularly collaborate with clients to find workarounds for transactions that face restrictions on certain transfers set forth in the Copyright Law. We have devised loan structures that permit transfer of assets in sales and purchases alike.

Facilitated purchases of the rights of Mick Fleetwood and John McVie of Fleetwood Mac, Paul Simon, John Legend, Harry Nilsson, and a share of the North American rights to a handful of early Beatles’ hits like “She Loves You,” “I Wanna Hold Your Hand,” and “From Me To You.”

Facilitated the buying and selling of $1.2 billion in musical assets, including the purchase of numerous music publishing companies and legendary music catalogs—e.g., Cherry Lane Music (Peter, Paul and Mary; John Denver.) The purchaser was an Australian bank which could not own the assets. We structured the deal so that the assets would be owned by a U.S. LLC.

Facilitated the sale of iconic works like the original Twist, The Pointer Sisters’ catalog, numerous famous Motown songs, and legendary hip-hop compositions. Many of these transactions have been cross-border.

Successfully negotiated and closed a substantial eight-figure loan with a leading English bank represented in the U.S. and abroad, to support further acquisitions by the client. Ultimately, the deal was valued at $125 million.

Represented a national logistics company in the successful acquisition of a major freight and delivery company located on the east and west coast.

Represented Herring Homes (Raleigh, NC) in its acquisition by Great Southern Homes.

Represented a delivery company in several acquisitions of companies in the midst of bankruptcy proceedings.

Represented a foreign spirits company concerning its licensing and distribution agreements in the United States.

Represented a leading luggage delivery company in the sale of its business headquartered in New York City.

Represented a national logistics company in the successful acquisition of a well-known delivery company in the Midwest.

Represented a freight company in the successful strategic acquisition of a prominent New Jersey-based freight company.

Represented an RV retailer in the sale of its multi-location business located in the Southwestern United States.

Represented Mattamy Homes in its acquisitions of Chase Homes (Minneapolis, MN), Atlantic Builders (Jacksonville, FL), and Mulvaney Homes (Charlotte, NC).

Represented Toll Brothers in its acquisitions of Landstar Homes (Orlando, FL) and Camwest Homes (Seattle, WA).

Represented New Synergy Homes (Dallas, TX) in its acquisition by Mattamy Homes.

Represented Elite Built Homes (Louisville, KY) in its acquisition by Clayton Homes, a subsidiary of Berkshire Hathaway.

Represented Terramor Homes (Raleigh, NC) in its acquisition by D.R. Horton.

Represented Oakdale Homes (Dallas, TX) in its acquisition by AV Homes.

Represented Savvy Homes (Raleigh, NC) in its acquisition by AV Homes.

Represented Stoneridge Homes (Huntsville, AL) in its acquisition by American Southern Homes.

Represented Arcadia Communities (Northern Virginia) in its acquisition by Van Metre Homes.

Represented U.S. subsidiary of U.K. company in the sale of the U.K. parent to a U.K. private equity fund.

Represented CoreMedica Laboratories, Inc. in its sale to a private equity fund for $10 million in cash and stock.

Represented a major venture capital fund in the successful secondary sale of units by JP Morgan to Goldman Sachs Management entity.

Represented CoreMedica Laboratories Inc. in its acquisition of two Swiss biotech companies.

Represented one of the General Partners in the negotiation and restructuring of the Distribution Agreement among the General Partners of Odyssey Partners, LP.

Represented the UK-based acquirer of certain mobile communications applications design assets of a distressed seller operating both in Canada and the United States. Much of the transaction was focused on the successful transition of the technology team from the seller to the buyer, as well as the underlying intellectual property assets. We also formed a new U.S. subsidiary of the purchaser and advised regarding various employment and consulting agreements.

Represented the purchaser as to U.S. law matters in the acquisition of Walker Books Limited and its subsidiaries, including Candlewick Press, by Trustbridge Global Media Ltd. and the subsequent financing of the business. Prior to acquisition, the target was owned by various nineteenth-century trust vehicles that had become legally obsolete, and the transaction therefore required judicial approvals at various levels in the English courts. At the same time, the transaction structure needed to comply with various UK and US tax regulations. The transaction was financed with an asset-based financing approximately six months after its completion which financing required extensive cross-guarantees.

Represented a retailer of name-brand women’s outerwear apparel in its strategic acquisition by a major woman’s apparel house, including the structuring of an employment agreement for the principal of our client. We were aided by the considerable expertise within the firm in the U.S. fashion industry.

Represented an Israeli company that develops customer interaction management software in its acquisition by a U.S. public company. The target was owned by several venture capital funds, and the transaction did not return all of the invested capital. As a result, and in order to preserve the management team intact for the purchaser, we advised with respect to a recapitalization of the seven outstanding classes of equity securities that was effected simultaneously with the cash merger of the businesses. In the course of the engagement, we advised with respect to numerous issues of Delaware corporate law.

Represented the buyer in the acquisition of a business that manufactures and distributes laboratory test equipment used in genomic research. The business had been acquired some years before by a publicly traded entity. After full integration, the owner elected to sell the business. To complete the transaction, we advised on the unraveling of several arrangements between the target and its owner and other affiliated businesses. We also advised with respect to an asset-based financing several months after the acquisition had been completed and, thereafter, on its refinancing as well.

Represented a strategic brand management business in its structuring and establishment of a joint venture between a high-profile media personality and a New York-based venture capital firm. The joint venture expects to create, produce, and release a series of consumer product offerings over the next several years under a new brand. We negotiated and drafted the documentation for the venture, as well as provided input on tax and intellectual property issues that arose as the negotiations proceeded.

Represented a publicly-traded manufacturer and distributor of laser technology-based medical devices. We advised the company on a series of straight debt financings, convertible debt financings, and PIPE and other capital raising transactions and in connection with its SEC filings. We also advised on a transaction in which the client sold all of its assets to a competitor. In the course of our work, we counseled the client’s board of directors on matters relating to governance and share listings.

Represented SurePure, Inc. in a series of offshore equity financings involving shares of its common stock in transactions that were structured to comply with Regulation S under the Securities Act of 1933. We also prepared the Company’s registration statement to be filed to register the resale of the shares that were sold in the financings.

Represented the financial advisor to the purchaser in the privatization of certain Albanian oil and gas properties, principally three oil and gas exploration and development sites. Our client was an offshore advisor that was knowledgeable with respect to governmental processes and procedures in Albania. The purchaser was a U.S.-based small cap public company. The client’s advisory compensation package was structured as a combination of cash and securities of the purchaser and provided for compensation for future, as well as current, services, in excess of $20,000,000. As a result and among other aspects, we advised our client on issues relating to compliance with U.S. securities laws.

Represented a corporate group comprised of Swiss and South African companies in the listing of their list shares on U.S. financial markets by means of an alternative public offering. Prior to the offering we also represented the group in its capital raises outside of the United States. Working with the client, we prepared all of the required SEC filings. The listing had three purposes: a) to provide liquidity to our client’s forty-plus shareholders; b) to enable our client to raise capital in the public markets; and c) to provide visibility for our client’s product and validation for its business plan. We continue to represent the business not only in its ongoing SEC filings, including its registration statement, but in its international commercial agreements as well.

Represented the U.S. subsidiaries of a Dutch multinational in the sale of the worldwide business to an Italian purchaser. The U.S. subsidiaries engaged in businesses were connected with U.S. national defense. As a result, the subsidiaries and their parent, as well as the purchaser, filed applications with the Committee on Foreign Investment in the United States (CFIUS). The Committee required detailed submissions regarding the business involved and their relationships to U.S. national security, all as required by the relevant regulations. The overall transaction was structured as a tender offer governed by Dutch law and, as a result, required extensive international co-ordination with both Dutch and Italian counsel.

Represented Home Service Store Inc. (GA) in its sale to private equity fund Roark Capital Group.

Represented a global media company in negotiation of service level and vendor agreements pursuant to the General Data Protection Regulation of the European Union (GDPR) and provided counsel in GDPR requirements and privacy/cybersecurity requirements of multiple U.S. states.

Has represented security consultancies, CPA firms, media companies, and life science organizations in the negotiation of service agreements with customers and vendors from multiple countries.

Represented the purchaser Intercultural Press Inc. in the acquisition of the Davies-Black Publishing assets of CPP, Inc. Davies-Black was a division of Intercultural, and the transaction required the excision of certain assets.

Represented the seller and its shareholders in the sale of Bartleby.com, Inc. to Study Mode LLC.

Represented Trustbridge Partners in the acquisition of Peachtree Publishers Ltd. by one of its international investment funds, Peachtree Publishing Company Inc. The transaction was structured as an asset acquisition.

Represented the purchaser in the Acquisition of the Home Technology Business of TEN: Publishing Media by AVTech Medias America Inc. Because of the complex nature of the assets being purchased, it was necessary to negotiate an extensive transitional services agreement as well as employment agreements.

Represented the purchaser in the proposed acquisition of the Adventure Sports Business of TEN: Publishing Media by AVTech Medias America Inc. Because of the complex nature of the assets being purchased, it was necessary to negotiate an extensive transitional services agreement as well as employment agreements. This was a distressed business transaction.

Represented Trustbridge Global Media Ltd. in its proposed joint venture with Bayard Presse to form a new Hong Kong corporation operating in China. This matter required the negotiation and draft of a comprehensive cross-border license agreement for a very extensive library of published works. We participated in the structuring of various Hong Kong and Republic of China entities to assure compliance with applicable laws.

Represented a non-US investor in the negotiation and $2 million investment in Kanbrick Holdings, L.P, a private equity fund.

Represented owner of Small Factory Innovations, Inc. in sale to Central Reach LLC private equity fund.

Represented PreferCare LLC in the sale of 70% of its equity to private equity firm American Health Partners.

Represented Sparkle Capital Limited in its $4.3 million litigation financing provided to a U.S. borrower and the security agreements in connection with such financing.

Acted as general counsel for a corporate travel agency and its subsequent sale. In that capacity, represented the owners in numerous agreements with their corporate clients, as well as several joint venture agreements and litigations.

Represented a worldwide supplier of military batteries, in a wide range of matters including the acquisition and the sale of various subsidiaries and affiliated entities, drafting various benefit plans for key and other employees.

Acted as general counsel of a market research company, for over 15 years, representing them with various contracts, shareholder and employee matters, and real estate transactions and financings.

Acted as general counsel for the developer of software to catalog and manage artworks at major museums throughout the world. Helped negotiate software licenses with dozens of major museums including the Metropolitan Museum of Art, The MOMA, the Getty Museum, the Guggenheim Museum, the Tate Museum, and the Smithsonian, and represented the company when it was sold to the owner of several software companies.

Represented a private equity company in the acquisition of Pride Media, a media company and owner of certain print publications. The transaction was a stock sale constituting change of control.

Has acted as lead counsel in over 200 merger and acquisition transactions.

Represented Greenwich Air Services, Inc. in connection with the acquisition of Batchelor Air, Inc., and three additional add-on acquisitions, including the $345M purchase by Greenwich Air Services of the jet engine overhaul services business Aviall, Inc., and the $1.2B sale of Greenwich Air Services to General Electric Company.

Represented Cardinal Wireline Services, Inc. in connection with its initial acquisition and three add-on acquisitions until its $110M sale to Superior Energy, Inc. (NYSE).

Represented Wilcour Food Products, Inc. based in Los Angeles and the then-sole manufacturer of roast beef for Arby’s food chain.

Represented Fleet National Bank and its affiliate Fleet Credit Corporation in approximately ten separate financing transactions, until the bank was sold to Banc Boston.

Has represented various companies in acquisition transactions, private financings, and joint ventures, including: Pride Media, Inc., a publication dedicated to the LGBT community; DN Partners, LLC, a Chicago-based private equity fund; Scion Capital LLC, an Atlanta-based private merchant bank; NSG Capital LLC, a Connecticut-based private merchant bank and family office; Boxlight Corporation (NASDAQ: BOXL), a leading provider of products and services to the educational industry; and Gleason Corporation and its affiliate Technibilt Inc., one of the largest manufacturers of shopping carts.

Represented a private equity fund in a controlling investment into Killphonic Music Rights, Inc., a music publishing and distribution company. The transaction was a controlled investment structured as convertible preferred stock.

Represented a private equity fund in the acquisition of Barton Music Publishing. The transaction was an asset purchase deal with an indemnity escrow and a holdback.

Represented a private equity company in the acquisition of Transhigh Corporation, the owner of the HighTimes publication magazine and brand. The transaction was a leveraged buyout.

Represented Everstory Partners (a portfolio company of Axar Capital) in the acquisition of 72 cemeteries and 11 funeral homes from affiliates of Park Lawn Corporation.

Represented Staple Street Capital in its acquisition of Delaware Valley Floral Group.

Represented the Board of Directors of USA Truck, Inc. in its US$435m acquisition by Schenker, Inc.

Represented Angelo, Gordon & Co. in its US$296m acquisition of Benihana.

Represented AuRico Gold in its: US$408m acquisition of Capital Gold Corporation; US$1.5bn acquisition of Northgate Minerals Corporation.

Represented Bristol-Myers Squibb in its US$885m acquisition of ZymoGenetics.

Represented CSC ServiceWorks and Pamplona Capital in the US$524m acquisition of Mac-Gray Corporation.

Represented WindAcre Partnership on its participation in the US$16bn acquisition of Neilsen Holdings by a consortium led by Elliott Management and Brookfield Business Partners.

Represented The Blackstone Group in its: US$26bn acquisition proposal for Dell Technologies; US$960m acquisition of Team Health Holdings from a consortium led by Madison Dearborn Partners; US$2bn share exchange with Allied Waste Industries Inc. (consortium included Apollo, Greenwich Street Capital, and DLJ Merchant Banking); US$956m acquisition of the assets of New Skies Satellites.

Represented CVC Capital Partners in its US$703m acquisition of Teva Pharmaceutical’s non-U.S. Women’s Health assets.

Represented Ivy Technology in its acquisition of PureWRX, Inc.

Represented Metavante Technologies in its US$2.94bn sale to Fidelity National Information Services.

Represented Nutrien in its: US$4.1bn sale of its minority interest in Sociedad Química y Minera de Chile to Tianqi Lithium Corporation; US$502m sale of its minority interest in Arab Potash Company to SDIC Mining Investment; US$700m private offering of its minority interest in Israel Chemicals LTD.

Represented Paxar Corporation in its US$1.34bn sale to Avery Dennison Corporation.

Represented PHH Corporation in its: US$360m sale to Ocwen Financial Corporation; US$912m sale of its non-GNMA MSR portfolio to New Residential Investment Corporation, as well as the entry into a subservicing agreement for 480,000 mortgage loans; US$122m sale of substantially all of its GNMA MSR portfolio to Lakeview Loan Servicing, as well as the sale of its private label servicing business; US$1.4bn sale of its fleet management services business to Element Financial Corporation.

Represented Spectrum Equity in its capacity as the largest shareholder of Ancestry.com in its US$1.6bn sale to Permira.

Represented 26 Capital Acquisition Corp in its proposed merger with Tiger Resort Leisure and Entertainment Inc. (operating as Okada Manilla).

Represented ZM Capital in its: Acquisition of Cannella Response Television and Cable Response Television; US$536m acquisition of Airvana by a consortium led by S.A.C. Private Capital; US$760m acquisition of Tekelec by a consortium led by Siris Capital; Acquisition of ISS assets from Microsoft.

Represented Hess Corporation in the US$2.8bn sale of its retail business to Speedway.

Represented Diamond S Shipping in its US$1.65bn merger with the tanker business of Capital Product Partners.

Represented MidOcean Partners in the US$450m acquisition of Sbarro.

Represented The Carlyle Group in its US$4bn sale of Signode Industrial Group to Crown Holdings.

Represented Ferraro Foods Corporation in the sale of all its assets to Kainos Capital.

Represented Galenica AG in its US$1.53bn acquisition of Relypsa.

Represented Teva Pharmaceutical in its: US$6.8b acquisition of Cephalon; Acquisition of NuPathe.

Represented Thomas H. Lee Partners, Lexa Partners, Bain Capital, and Providence Equity Partners in their US$2.6bn acquisition of the Warner Music Group from Time Warner.

Represented a market-leading pharmaceutical and medical cost management business in connection with the separation and sale of its medical cost management line.

Represented Cerberus Capital Management in its C$277m sale of a majority stake in ABC Technologies Holdings Inc. to affiliates of Apollo Global Management.

Represented Koch Equity Development in the acquisition of Truck-Lite Co., alongside BDT Capital Partners.

Represented BrightNight LLC in its US$500m sale of preferred equity and warrants to affiliates of Global Infrastructure Partners.

Represented Axiall Corporation in its US$3.8bn sale to Westlake Chemical Corporation.

Represented Sun Capital Partners in its: Successful proxy contest for the election of a slate of directors to the board of Furniture Brands International; US$750m unsolicited acquisition of Kellwood Company.

Represented Welsh, Carson, Anderson & Stowe in its: Acquisition of Peak 10; US$730m sale of Peak 10 to GI Partners; US$524m sale of ITC^Deltacom to EarthLink; US$290m recapitalization of Service Repair Solutions.

Represented strategic purchaser in acquisition of pediatric therapy practice.

Represented multiple clients in structuring business purchase and sale transactions.

Represented TonenGeneral Sekiyu in its combination with JX Group.

Represented Pfizer in its: US$635m acquisition of the marketed vaccines portfolio of Baxter International; Collaboration agreement with Mylan for the manufacture and distribution of generic drugs in Japan.

Represented entertainment services company in sale to private equity purchaser.

Represented T-Mobile in US$4.5bn in financings and other related-party transactions with Deutsche Poste.

Represented a British corporation in the sale of a U.S. subsidiary, including the termination of a cross-border option compensation plan.

Represented DHL in its: US$90m minority investment in ASTAR Air Cargo Holdings; Two internal restructuring of DHL’s operations in the United States; US$1.4bn acquisition of Airborne; Sale of DHL Airways to BD Air Partners.

Represented Twin River Worldwide Holdings in its stock merger with Dover Downs Gaming & Entertainment.

Represented purchaser in acquisition of controlling stake in SaaS company.

Represented Axar Capital Management in its US$416m take-private of StoneMor Inc.