Corporate & Securities

Accor S.A. Merger with Travel Entities

• Represented Accor S.A. in its merger with the Business Travel Operations of Compagnie Internationale des Wagons-Lits et du Tourisme, Carlson Travel Group, and Carlson Marketing Group.

Accor S.A. Sale of Carlson Wagonlit Travel

• Represented Accor S.A. in its sale of Carlson Wagonlit Travel to the Carlson Companies and One Equity Partners in a deal valued at over $250 million.

ACME Barrel Company Sale by Merger to Palex

• Represented ACME Barrel Company in the sale by merger to Palex, a public company, for a total cash purchase price of approximately $35 million.

AMEX Investment Management Company

• Engaged as corporate counsel to AMEX investment management company.

Biotech "Reverse Merger" Transaction and Pre-Merger PIPE Financing

• Represented a development stage biotech company in a going public "reverse merger" transaction, including a related pre-merger PIPE financing into the public company target.

Bliss Cosmetics Sale

• Represented LVMH Moët Hennessy Louis Vuitton in its sale of its interest in Bliss to Starwood Hotels & Resorts.

Broker-Dealer

• Counsel to FINRA-licensed broker-dealer engaged in structuring and raising non-listed REIT equity equivalents for listed REITs.

Clicquot S.A. Acquisition of Newton Vineyard

• Represented Clicquot S.A. in connection with its investment in Newton Vineyard.

Data Transmission Network Sale to VS&A Communications Partners

• Represented Data Transmission Network Corporation in connection with the sale to VS&A Communications Partners by cash tender offer worth over $300 million.

Digital Garage Venture Investments

• Represented Digital Garage in its venture investments in Twitter, Technorati, and Etology.

Ellison Technologies Acquisition of J&H Machine Tools

• Represented Ellison Technologies in its acquisition of J&H Machine Tools.

Ethanol "Going Private" SEC Deregistration Transactions

• Represented numerous ethanol production companies in going private SEC deregistration transactions, including through reverse stock splits and reclassifications.

Fendi Acquisition of Taramax SA

• Represented Fendi in its acquisition of a controlling interest in Taramax SA, its watch licensee, and entry into long term license agreement.

First Analysis Venture Investments

• Represented First Analysis in its venture investments in GAPBusters, NitroSecurity, AdvancePath Academics, and Learning Internet.

First Busey Corporation and Main Street Trust, Inc. Merger of Equals

• Represented Main Street in connection with the merger of equals involving First Busey and Main Street resulting in a financial institution with assets of $4.1 billion.

First Industrial Realty Trust

• Recent projects include: negotiation of the sale of First Industrial’s interests in several North American joint ventures to its joint venture partner; the significant restructuring of the operations of this REIT’s taxable REIT subsidiary and its receipt of a private letter ruling from the IRS that resulted in the REIT’s recognition in excess of $100 million of tax losses from the restructuring transaction; and restructuring of the REIT’s and its operating partnership’s $625 million primary credit facility with Wells Fargo Bank, National Associations, as the Administrative Agent.

First Industrial Realty Trust Joint Ventures with CalSTRS

• Represented First Industrial in the formation of four joint ventures with CalSTRS, including three joint ventures for an aggregate investment of $1.8 billion in U.S. real estate and a $285 million joint venture for real estate investment in Canada; and in the negotiation of several subscription debt facilities with WestLB AG, New York branch, including two multicurrency facilities totaling $950 million.

First Industrial Realty Trust Registration Statement Conversions

• Represented First Industrial Realty Trust in its conversion of automatic shelf registration statements to Form S-3 shelf registration statements. The registration statements cover sales by the company as well as resales by existing securities holders and involve more than $1.75 billion of securities.

First Industrial Realty Trust Stock Offerings

• Served as primary counsel to NYSE-listed industrial REIT with respect to several public offerings utilizing diverse structures, including a 12.5 million share of common stock ($65.6 million) firm commitment underwriting, various "bought deal" underwritten offerings of an aggregate of over 35.1 million shares of common stock for gross proceeds of over $450 million, continuous “at-the-market” programs offering up to 10 million shares, 12.5 million shares and 13.3 million shares of common stock, respectively, and direct stock sales of up to 5 million shares pursuant to a dividend reinvestment and direct stock purchase plan. The offerings utilized takedowns from a universal shelf registration statement on which we previously represented the company.

First Industrial Realty Trust Waterfall Debt Tender Offer

• Served as primary counsel to First Industrial in connection with its cash tender offers for $160 million and $87 million, respectively, in aggregate principal amount of notes utilizing a "waterfall" structure to prioritize accepted tenders.

Football Fanatics Private Equity Investment

• Representation of Football Fanatics in connection with its recapitalization and sale of Series A Preferred Shares to a well-known private equity firm.

Georg Fischer Acquisition

• Represented GF Machining Solutions, a division of Georg Fischer AG providing machine tools and related solutions and services, in its acquisition of all of the equity of Microlution, Inc. a specialty machine-tool company.

Global Material Technologies Joint Venture

• Represented Global Material Technologies, a leading manufacturer of steel wool, in connection with the formation of a joint venture to manufacture steel wool products in India.

Grist Mill Co. Sale to International Home Foods

• Represented Grist Mill Co., a public company, in the sale to International Home Foods, Inc. by cash tender offer of over $150 million.

Hedge Fund PIPE Investments

• Represented related hedge funds in numerous PIPE investments in and convertible debt financings of companies in a range of industries.

Hitachi Acquisition of Mechanical Dynamics & Analysis

• Represented Hitachi in its acquisition of Mechanical Dynamics & Analysis, a provider of products and services for the power generator industry.

Hitachi Global Nuclear Power Plant Alliance

• Represented Hitachi in the formation of a multi-billion dollar global alliance with General Electric Company of their nuclear power plant businesses.

Inland Venture Corporation Joint Venture with Pine Tree Institutional Realty

• Represented Inland Venture Corporation in a development joint venture with Pine Tree Institutional Realty involving equity commitments of $100 million.

Le Labo Sale to Estée Lauder

• Representation of Le Labo in connection with the sale to The Estée Lauder Companies Inc.

LVMH Acquisition of Cosmetics Companies

• Represented LVMH Moët Hennessy Louis Vuitton in its acquisition of a number of cosmetics companies, including Fresh, Benefit Cosmetics, Bliss, and Hard Candy.

LVMH Luxury Ventures Investment in HODINKEE

• Represented LVMH Luxury Ventures, an investment arm of LVMH Moët Hennessy Louis Vuitton SE, in its equity investment in renowned horology authority HODINKEE. 

LVMH Moët Hennessy Louis Vuitton Acquisition of Hotel Saint-Barth Isle de France

• Representation of LVMH Moët Hennessy Louis Vuitton in its acquisition of a UK company that owns Hotel Saint-Barth Isle de France, a 5-star hotel located on the Caribbean Island of St. Barthémy. The acquisition involved complex holding structures that required extensive tax planning and negotiations with minority shareholders.

LVMH Moët Hennessy Louis Vuitton Acquisition of Ole Henriksen

• Representation of LVMH Moët Hennessy Louis Vuitton in connection with its acquisition of botanical skincare company Ole Henriksen

LVMH Sale of Donna Karan International

• Representation of LVMH Moët Hennessy Louis Vuitton in its $650M sale of Donna Karan International to New York-based G-III Apparel Group. LVMH purchased Donna Karan - its first major American label - in 2001, a transaction where Barack Ferrazzano also acted as LVMH's legal advisor.

Medgenics, Inc. Initial Public Offering

• Served as counsel to Medgenics, Inc., an Israeli clinical-stage biopharmaceutical company, in its U.S. initial public offering of common stock on the NYSE Amex.

Moet Hennessy Acquisition of Millennium Import

• Represented Moët Hennessy S.A. in its acquisition of Millennium Import, the manufacturer, importer, and distributor of Belvedere and Chopin vodkas, in a deal worth approximately $300 million.

Moët Hennessy Sale of Chopin Vodka

• Representation of Moët Hennessy in its sale of the worldwide distribution rights of Chopin Vodka to Diamond Capital Ltd.

Municipal Bond Transactions

• Represented issuers and banks in multiple municipal bond transactions involving, among other projects, the construction of a manufacturing facility, the financing of a private, not-for-profit school, and the financing of a community health center.

National Container Services Management Buy-Out

• Represented National Container Services in a management buy-out transaction.

Neapco Acquisition of Automotive Components Holdings

• Representation of Neapco in its acquisition of a division of Automotive Components Holdings, an affiliate of Ford Motor Company, and its entry into a long term supply agreement with Ford.

Pacific Office Properties Public Offering

• Serve as primary corporate, securities, and tax counsel for this West Coast office REIT. Recent projects include: negotiation of senior executive employment contracts, and a continuous public offering of $400 million senior common stock which was declared effective in January 2010. Pacific Office's non-listed senior common stock offering represents a novel capital-raising opportunity by providing a publicly traded REIT with access to the market for non-listed REIT shares.

Piazza Sempione Joint Venture

• Representation of Piazza Sempione, an upscale fashion line headquartered in Milan, Italy, with respect to formation of joint venture with IK Enterprises for the development and operation of Piazza Sempione retail stores in the U.S.

Pierre Fabre Sale of Physicians Formula

• Represented Pierre Fabre Dermo-Cosmetiques, S.A. in its sale of Physicians Formula.

Principal U.S. Counsel LVMH Moët Hennessy Louis Vuitton

• The Firm has a longstanding relationship with LVMH, an iconic luxury goods and services conglomerate with 60+ brands, serving as outside counsel for its corporate and real estate transactions, as well as intellectual property and litigation matters around the world, and providing strategic legal counsel in connection with acquisitions, dispositions, joint ventures, brand management, employment agreements, and endorsement agreements.

Quality Distribution Debt Exchange Offers

• Represented Quality Distribution, Inc., a public company, in issuing registered notes for outstanding privately issued notes utilizing the A/B exchange structure.

Safecor Health Acquisition of Regional Service Center

• Representation of Safecor Health in its acquisition of Regional Service Center, the largest pharmaceutical repackaging company in the eastern United States.

Sale of Interest in Miami Design District Associates

• Representation of L Real Estate, a private equity fund sponsored by LVMH, and Dacra, founded and owned by developer Craig Robins, in connection with the sale of a 20% interest in Miami Design District Associates, a joint venture between L Real Estate and Dacra, to General Growth Properties (GGP) and Ashkenazy Acquisition Corp. GGP and Ashkenazy paid an aggregate of $280 million for the 20% interest, valuing the entire joint venture at $1.4 billion. Miami Design District Associates owns a substantial portion of the Miami Design District which it is developing to be a leading luxury retail destination in the dynamic Miami market. The Firm continues to represent Miami Design District Associates, including in connection with its leasing activities, as it continues to attract leading luxury goods companies to the Miami Design District.

Sale of Provident Clinical Research & Consulting, Inc.

• Representation of Provident in its sale to Mérieux NutriSciences Corporation, one of Europe's leading human nutrition clinical trials companies.

Salomon, S.A. Acquisition of Bonfire Think Tank Designs Assets

• Represented Salomon, S.A. in its acquisition of assets of Bonfire Think Tank Designs.

Salomon, S.A. Acquisition of Taylor Made Golf

• Represented Salomon, S.A. in its acquisition of Taylor Made Golf Co.

Sonova Holding AG Projects

• Counsel with respect to the U.S. operations of Sonova Holding AG, an international provider of hearing instruments. Represent the client in various areas of the law, including corporate, litigation, and employment matters.

Tab Products Co. Sale by Merger to HS Morgan Limited Partnership

• Represented Tab Products Co., a public company, in connection with the sale by merger to HS Morgan Limited Partnership.

The Horton Group Insurance Agency Acquisitions

• Represented The Horton Group in multiple acquisitions of insurance agencies throughout the Midwest and Southwest.

The Shidler Group/Pacific Office Properties Trust Reverse Merger

• Represented The Shidler Group in connection with the formation of a new public west coast-focused office properties REIT in a "reverse merger" transaction involving the contribution of The Shidler Group's western U.S. office building portfolio to a newly created operating partnership subsidiary of Pacific Office Properties Trust and the assumption of indebtedness in excess of $750 million.

U.S. Laboratories Acquisition of Robert W. Hunt Company

• Represented U.S. Laboratories in the stock acquisition of Robert W. Hunt Company.

U.S. Laboratories Acquisition of Terra-Mar

• Represented U.S. Laboratories in the stock acquisition of Terra-Mar.

US Bank Revolving Credit Facility for Pacific Capital Bank

• Represented U.S. Bank in $300 million revolving credit facility for Pacific Capital Bank secured by refund anticipation loans. This financing replaced a securitized conduit facility that had been used in prior years and was the first such credit facility.

Vita Food Products Acquisition

• Represented controlling stockholder in acquisition of remaining stock of Vita Food Products by merger.

VTG North America Acquisitions of Railcar Assets

• Representation of VTG North America, the US subsidiary of VTG AG, the largest railcar lessor in Europe, in its acquisitions of railcar assets from industry giants General Electric Company, Babcock & Brown and CIT Group.

Wanxiang America Acquisition of Neapco

• Represented Wanxiang America Corporation in its acquisition of Neapco, an industry leader in drivetrain technology.