Representative Corporate, M&A & Securities Transactions

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M&A Transactions

  • 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 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 asset sale) of wage parity and employee benefits solutions business to national insurance brokerage and risk management firm.

  • 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 seller in sale of human resources company (via asset sale) to global public human resources company purchaser.

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

  • Represented physician purchaser in connection with acquisition of assets of oncology 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 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 investment fund in connection with a private placement.

  • 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

  • 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 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.

  • 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 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.

  • 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 large not-for-profit in the negotiation of a construction contract and the closing of a construction loan for the development of a children’s specialty hospital.

  • 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.