Representative Corporate, M&A & Securities Transactions

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M&A Transactions

  • 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

  • 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 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 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 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.