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Corporate Finance

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Represented Scorpio Tankers Inc. (NYSE: STNG), a provider of marine transportation of petroleum products worldwide, in connection with its merger with Navig8 Product Tankers Inc (NOTC: EIGHT).
Represented private equity firm White Oak Equity Partners in connection with its minority investment in ROW Asset Management.
Represented Borr Drilling Limited (NOTC:BORR) in connection with its $1.35 billion acquisition of Transocean Inc.’s entire fleet of jack-up oil rigs.

Represented e-commerce solutions provider Media Hive in connection with its sale to Accenture (NYSE:ACN).

Represented Alger Associates, Inc., a leading asset management firm, in connection with its acquisition of growth equity manager Weatherbie Capital, LLC.

Represented Work-Loss Data Institute, a leading provider of health care data and guidelines to the workers' compensation industry, in connection with its sale to Hearst. 

Represented CARCO Group, Inc., a human capital management solutions provider, in connection with an investment in the company by private equity firm CIP Capital.

Represented UBM plc (LSE: UBM-LN), a leading global marketing services and communications company, in connection with the sale of its electronics media portfolio to an affiliate of Arrow Electronics Inc. (NYSE: ARW). 

Represented Securities Training Corp., a leading provider of financial examination training, in connection with the investment made by The Colibri Group, a portfolio company of Quad-C Management.

Represented group of veterinary hospitals in connection with their sale to Compassion-First Pet Hospitals.

Represented UBM plc (LSE:UBM-LN), a business-to-business event organizer, in connection with its acquisition of trade event producer Content Marketing Institute.

Represented Sodali S.p.A., a global leader in shareholder services, in connection with its acquisition of proxy solicitation firm Morrow & Co.

Represented C.W. Downer & Co., a global M&A investment bank and registered broker-dealer, in connection with its sale to European financial services firm Nmas1 Dinamia, S.A. (BME:DIN).

Represented Sargeant Marine, Inc. in connection with the sale of a 50% stake in its global asphalt trading, storage and marine transportation business to The Vitol Group for an undisclosed sum, forming the new asphalt trading venture VALT.
Represented oil tanker company Frontline Ltd. (NYSE/OSE/LSE:FRO) in connection with its merger with Frontline 2012 Ltd. (NOTC:FRNT). 
Represented Animal Emergency & Referral Associates and Animal Eye Center of New Jersey in connection with the sale of its business to Veterinary Specialists of North America.
Represented Sustainable South Bronx, a workforce nonprofit, in connection with its strategic partnership with The HOPE Program, an organization providing training, jobs and career advancement to New York City residents.
Sale of Feingold O'Keeffe Capital, LLC to NewStar Financial Inc. (Nasdaq:NEWS)

 

Represented Concept Capital Markets, LLC, a leading independent provider of prime brokerage services, in connection with its sale to Cowen Group, Inc. (NASDAQ:COWN).

Represented crude oil tanker company Navig8 Crude Tankers Inc. in connection with its merger with General Maritime Corporation to form Gener8 Maritime (NYSE:GNRT). 
Represented Saguenay Strathmore Capital, a fund of hedge funds investment manager, in connection with its sale to Titan Advisors, LLC.
Represented Love Court Reporting, Inc., a Pennsylvania-based provider of court reporting services, in connection with the sale of its business to industry leader Veritext Corp. 
Represented OAG, an aviation information and analytical services provider, in connection with its acquisition of FlightView, Inc., a provider of real-time flight information solutions for the aviation and travel industries.
Private Equity Investment in Virtus Partners by Aqualine Capital Partners
First Names Group expands into Global Structured Finance Services.
Represented ILSC Education Group, a leading provider of location-based English language training for international students, in connection with the recapitalization of ILSC by private equity firm Quad Partners.
Represented Athens, Greece-based Star Bulk Carriers Corp. (NASDAQ:SBLK) in connection with its $634.91 million acquisition of 34 operating drybulk carriers from Excel Maritime Carriers Ltd.
Represented Athens, Greece-based Star Bulk Carriers Corp. (NASDAQ:SBLK) in connection with its $653 million merger with Oceanbulk Shipping and Oceanbulk Carriers, creating the largest U.S. listed drybulk shipping company.
Represented Knightsbridge Tankers Limited (Nasdaq: VLCCF), an international shipowning company, in connection with its $360 million acquisition of six Capesize bulk carrier newbuildings from Frontline 2012 Ltd. and Karpasia Shipping Inc.
Represented London-based alternative fund manager Marshall Wace LLP in connection with its acquisition of a 90% interest in New York-based investment manager Eaglewood Capital Management, which invests in peer-to-peer loans.
Represented Euroseas Ltd. (NASDAQ:ESEA) in connection with the sale of approximately 11.2 million shares of common stock to an institutional investor
Represented Valinor Management, as lead investor, in connection with the $44.1 million PIPE offering of Series B Convertible Preferred Stock and Secured Convertible Notes by dELiA*s, Inc. NasdaqGM:DLIA).

Represented publisher R.A. Rapaport Publishing in connection with its sale to specialty media company Madavor Media.

Represented international marine fuel logistics company Aegean Marine Petroleum (NYSE:ANW) in connection with its acquisition of the U.S. East Coast bunkering business of Hess Corporation (NYSE:HES).

Represented UBM plc (UBM.L), a global events-led marketing services and communications company, in connection with the sale of its Light Reading division to one of its original founders, Stephen Saunders.
Represented Euroseas Ltd. (NASDAQ:ESEA) in connection with the sale of Series B Convertible Perpetual Preferred Shares
Represented UBM plc (UBM.L), a global events-led marketing services and communications company, as U.S. counsel in connection with the sale of its Pyramid Research division to Progressive Digital Group plc (LON:PRO).
Sale of Metropolitan Real Estate Equity Management, LLC to The Carlyle Group.
Represented TOP Ships Inc. (Nasdaq:TOPS), an international maritime shipping company, in connection with the sale of its six vessel fleet to AMCI Poseidon Fund for approximately $173 million (less assumed debt of approximately $135 million).
Represented UBM plc (UBM.L), a global events-led marketing services and communications company, in connection with the sale of its UBM Channel division to an executive management team led investment group.
Represented Sprott Inc. (TSX:SII) as US counsel in connection with its acquisition of all of the outstanding shares of Toronto, Canada-based Sprott Resource Lending Corp. (TSX:SIL; NYSE MKT:SILU), a natural resource lender focused on providing financing to mining and oil and gas companies, in a transaction valuing SRLC at approximately C$243,000,000.
Represented toy maker ALEX Toys in connection with the sale of its business in a buyout sponsored by private equity firm Propel Equity Partners.
Represented digital marketing agency Intersect in connection with the sale of its business to eBusiness firm Crown Partners.
M&A – Alpha4x purchases Bladex’s (NYSE: BLX) asset management business; Bladex and XL Group (NYSE: XL) become anchor investors in the investment funds managed by Alpha4x
Represented Nephila Capital Ltd., a Bermuda based leading hedge fund manager, in connection with its strategic partnership with global investment firm KKR & Co. LP, pursuant to which KKR acquired a 24.9% interest in Nephila from Nephila’s management, as well as a portion of the stake owned by Man Group Plc. 
Represented Orangefield Group, an Amsterdam-based global service provider of administration, management and trust services, in connection with its acquisition of New York-based hedge fund administrator Columbus Avenue Consulting.
Represented MicroVest GMG Capital Management, LLC in connection with the acquisition of Minlam Asset Management.
Represented Agrifos in connection with its sale of its fertilizer production facility in Pasadena, Texas, to Rentech Nitrogen Partners, L.P. (NYSE:RNF) for an initial purchase price of $158 million, with a potential earn-out of up to an additional $50 million.
Represented a private investment fund client in connection with its joint venture with a national drug retailing chain to acquire and operate the automated pharmacy dispensing platform assets and business of a Canadian healthcare technology company out of its Canadian bankruptcy proceeding.
Represented Vision Capital in connection with a $4,235,000 senior secured credit line to MedPro Safety Products, Inc. (MPSP:OTCQB) and the issuance by MedPro of up to 124,725 shares of new Series D Convertible Preferred Stock.
Represented Parfums de Coeur, Ltd., the largest provider of mass-market fragrances in the United States, and its shareholders and managers in connection with the sale of the company in a buyout sponsored by private equity firm Yellow Wood Partners, LLP.
Represented Scan-Trans Holding A/S, a Danish-based international shipping organization, in connection with its merger with Intermarine, LLC.
Represented a private investment fund in connection with its financing of a next generation social and mobile media fanclub platform, consisting of a senior secured convertible promissory note and warrants.
Represented ABP International, Inc., d/b/a Tech Briefs Media Group, which publishes a variety of design engineering magazines and supplements in both print and digital formats, including NASA Tech Briefs, in connection with its sale to SAE International.
Represented MW Commodity Advisors, LLC in connection with the sale of the business to Silvercrest Asset Management Group LLC.
Represented a group of private investors in connection with the financing of an early-stage consulting and technology services company.
Represented New York-based hedge fund manager Somerset Capital Advisers and its principals Michael Schaenen and P. Ross Taylor III in connection with the sale of Somerset Capital to Artemis Investment Management. 
Represented the equity capital providers for the secondary buyout of a regional barbeque restaurant chain.
Represented Altum Capital Management, LLC and its principal, Marjorie Hogan, in connection with the acquisition of the Capstone Altum Credit Funds from Capstone Investment Advisors.
Represented Milbank Winthrop & Co., Inc. in connection with the sale of its assets to Silvercrest Asset Management Group LLC.
Represented Arden Asset Management in connection with the acquisition of the $1.3 billion Robeco-Sage fund of hedge funds business of Robeco Group. 
Represented investment manager Saguenay Capital in connection with its merger with UK-based Strathmore Capital to form a $2 billion fund of hedge funds manager.
Represented Lord Waheed Alli and his new international group, Silvergate Media, as U.S. counsel in connection with the acquisition of the rights owned by UK-based Chorion to The World of Beatrix Potter and The Octonauts.
Represented Inmost Partners in connection with its sale to Richmond Asia Management.
Represented OceanFreight Inc. (NASDAQ: OCNF), an owner and operator of drybulk vessels that operate worldwide, and the Special Committee of its Board of Directors in connection with its merger agreement with DryShips Inc. (NASDAQ: DRYS), for per share consideration consisting of $11.25 in cash and .52326 shares of common stock of DryShips’ subsidiary Ocean Rig UDW Inc, an international offshore drilling contractor, representing a total enterprise value for OceanFreight of approximately $239 million.
Represented hybris AG, a multi-channel commerce software company based in Munich, Germany, and its shareholders in connection with the sale of a majority equity stake in the company to HuntsmanGay Global Capital and the merger of hybris’ business with HuntsmanGay’s portfolio company iCongo Inc., a Canadian e-commerce software provider.
Represented certain existing stockholders of SOKO Fitness & Spa Group, Inc. (OTCBB: SOKF) in connection with their participation in SOKO’s going private transaction.
Represented Emerging Sovereign Group in connection with the sale of a 55% stake to The Carlyle Group.
Represented UBM plc (UBM.L), a global business media company, in connection with its acquisition of a 70% equity stake in Catersource, a US catering tradeshow business, for $5 million.
Represented Agrifos, which owns and operates a facility in Pasadena, Texas that produces fertilizer and sulfuric acid, in connection with its joint venture with Unity Envirotech to engage in the conversion of biosolids into fertilizer.
Represented the management team of Katonah Scott’s Cove Management in connection with the reacquisition of Scott’s Cove from Katonah Debt Advisors L.L.C., a wholly-owned affiliate of Kohlberg Capital Corporation (NasdaqGS:KCAP).
Represented the management team of Concept Capital, an institutional broker and total solutions provider for global investment managers, in connection with its spin out from Sanders Morris Harris Group Inc. (NASDAQ:SMH).
Represented KGS-Alpha Capital Markets L.P., an institutional fixed income broker dealer, and its founding management team in connection with an additional equity financing of approximately $75 million by an investment group led by an affiliate of Healthcare of Ontario Pension Plan.
Represented Sprott Inc. (TSX:SII), an independent asset manager, in connection with its acquisition of Global Resource Investments, Ltd., Terra Resource Investment Management, Inc., and Resource Capital Investment Corporation, providers of investment management and specialized brokerage services in the natural resource investing sector, for approximately C$170 million in Sprott shares.
Represented investment advisor Cura Capital in connection with its agreement to sell a controlling interest to newly formed investment management firm The Aveon Group L.P. (NYSE: AVO) in connection with Aveon’s contemplated initial public offering.
Represented New York-based credit strategies manager Brigade Capital Management, LLC in connection with the passive minority investment in Brigade by Asset Management Finance LLC.
Represented Concept Capital Fund Services, LLC in connection with its acquisition of a well known provider of risk management and performance analytics services to institutional investors.
Represented registered investment adviser Piedmont Investment Advisors, LLC in connection with its acquisition of Shenandoah Asset Management, LLC
Represented Judlau Contracting and its founding stockholder in connection with the sale of 50.1% of the company to Obrascón Huarte Lain S.A. (Madrid SE: OHL.MC).
Represented JOC Exchange, a subsidiary of UBM Global Trade, Inc., a worldwide provider of proprietary data, news, business intelligence and analytical content supporting the commercial maritime, rail, trucking, warehousing and logistics industries, in connection with its acquisition and launch of an Internet-based electronic marketplace for the trading of container slots on ships. 
Represented hedge fund in connection with the purchase of Series B Convertible Preferred Stock in Comstock Mining Inc. (LODE:OB).
Represented private investment fund as the lead investor in connection with the exchange by the investor and the other noteholders of Workstream of approximately $22 million in senior secured notes for a total of 682,852,374 shares of the Company’s common stock, the purchase of 37,936,243 shares of common stock for an aggregate offering price of $750,000 and the investment by the lead investor of $750,000 in exchange for a new senior secured note.
Represented the founding management team of KGS-Alpha Capital Markets LP, an institutional fixed income broker dealer, in connection with the launch of KGS-Alpha and its initial capitalization of approximately $100 million by an investment group led by private equity firm Arsenal Capital Partners.
Represented investment advisor Pennant Capital Management, LLC and Pennant General Partner, LLC in connection with the acquisition of Broadway Gate Capital, LLC and Broadway Gate General Partner, LLC.
Represented hedge fund in connection with the purchase of Common Stock and Warrants in Everton Resources Inc. (TSX-V: EVR, Frankfurt: ERV).
Represented Sorin Capital Management, a registered investment advisor specializing in commercial real estate securities, in connection with its strategic advisory relationship with HFF Securities L.P., a wholly owned subsidiary of HFF, Inc. (NYSE: HF), a leading provider of commercial real estate and capital markets services.
Represented hedge fund in connection with the purchase of Common Stock and Warrants in Aradigm Corporation (OTCBB:ARDM).
Represented United Business Media Limited (UBM.L), a global business media company, in connection with its acquisition of select assets of CenTradeX, a provider of market intelligence tools.
Represented Brightline Ventures in connection with its venture capital investment in Heat Biologics, Inc.
Represented LBI Invesments, LLC in connection with the purchase of senior secured convertible notes and warrants in SkyPostal Networks, Inc. (OTCBB:SKPN).
Represented hedge fund in connection with the purchase of Units consisting of Common Stock and Warrants in Hy-Drive Technologies Ltd. (HGS-V).
Represented hedge fund in connection with the purchase of Units consisting of Common Stock and Warrants in Adriana Resources Inc. (TSX-V:ADI).
Represented hedge fund investor in connection with the purchase of Series C Preferred Stock in the $200 million PIPE offering of Oriental Financial Group Inc. (NYSE:OFG).
Represented United Business Media Limited (UBM.L), a global business media company, in connection with its acquisition of DesignCon, an exhibition and conference serving the electronic design and semiconductor industry.
Represented a private investment fund shareholder of asset manager W.P. Stewart & Co., Ltd. (BSX:WPS) in connection with the corporate reorganization of W.P. Stewart.
Represented registered investment advisor Wyper Capital Management L.P. and its principal George Wyper in connection with the sale of Wyper Capital Management to Royce & Associates, LLC, an affiliate of Legg Mason, Inc. (NYSE:LM).
Represented Euroseas Ltd. (NASDAQ: ESEA) in connection with its joint venture with Eton Park and Rhône to form Euromar LLC, a Marshall Islands limited liability company, that will acquire, maintain, manage, operate and dispose of shipping vessels.
Representing investment advisor Atalanta Sosnoff Capital in connection with strategic 49% equity investment by investment bank Evercore Partners (NYSE: EVR)
Represented Brightline Ventures I, LLC in connection with the purchase of 130 units consisting of senior secured convertible notes and warrants in Z Trim Holdings, Inc. (ZTHO.OB), for an aggregate offering price of $1,300,000.
Represented Pentagram Investment Partners and its principal F. Mark Turner in connection with their joint venture and partnership with TIG Advisors, LLC to manage global macro and global equity funds.
Represented United Business Media Limited (UBM.L), a global business media company, in connection with its acquisition of Virtual Press Office Inc., a provider of communications and marketing services to live event organizers, exhibitors and attendees.
Represented investor MissionPoint Capital in connection with MEMC Electronic Materials’ (NYSE:WFR) $200 million acquisition of solar power developer Sun Edison LLC.
Represented employee group at investment management firm Holland Capital Management in connection with transfer of control and ownership of the firm to the employee group.
Represented an SEC-registered investment advisor based in Los Angeles, California, in connection with its acquisition of an investment management business based in Atlanta, Georgia.
Represented Brightline Ventures I, LLC in connection with the purchase of 185.25 units consisting of senior secured convertible notes and warrants in Z Trim Holdings, Inc. (ZTHO.OB), for an aggregate offering price of $1,852,500.
Represented Aries Maritime Transport Limited (Nasdaq: RAMS) in connection with transaction whereby Grandunion Inc. contributed three vessels to Aries in exchange for 18,977,778 common shares and in connection with the related bank refinancing and issuance of $145 million of Aries convertible notes.
Represented United Business Media Limited (UBM.L), a global business media company, in connection with its $14.3 million buyout of RISI, Inc., an information provider for the global forest products industry.
Represented investment manager Bayswater Asset Management LLC in connection with its strategic venture with Revere Capital Advisors, LLC, involving the raising of an initial seed investment and certain marketing arrangements.
Represented a private investment fund in connection with its equity interest in Salvador Imaging, a provider of high-performance visible and low light imaging systems, and the $13 million sale of Salvador Imaging to FLIR Systems, Inc. (NASDAQ: FLIR).
Represented Conus Partners, Inc. and its affiliates in connection with an additional US$5 million debt financing of Etruscan Resources Inc. (EET.TSX) consisting of senior unsecured convertible promissory notes and warrants.
BPZ Resources, Inc. (NYSE:BPZ) is an oil and gas exploration and production company.  On February 19, 2009, BPZ completed a private placement of its common stock for gross proceeds of approximately $43.6 million.  In connection with the PIPE, BPZ sold approximately 14.3 million shares to 13 institutional investors at a price of $3.05 per share.  A Seward & Kissel team led by partner Craig Sklar and including Gerhard Anderson and David Mulle represented the lead investors, a group of four private investment funds managed by Centennial Energy Partners, LLC in connection with making this PIPE investment.
Represented Conus Partners, Inc. and its affiliates in connection with a US $5 million debt financing of Etruscan Resources Inc. (EET.TSX) consisting of senior unsecured convertible promissory notes and warrants.
Represented investor group in connection with the management buyout of digital imaging products company Salvador Imaging from Photon Dynamics (NASDAQ:PHTN).
Kal has worked on a number of major financing transactions and workouts.  His deal experience includes representing banks and financial institutions in some of the largest asset-backed transactions, commercial and residential mortgaged-backed transactions, structured investment vehicles and leveraged loan financings, including project finance.  Kal’s workout experience includes working on some of the largest workouts including Enron, GMAC/ResCap, IndyMac, American Home Mortgage Corporation, Aegis, HomeBanc, Adelphia, Guangdong Enterprises Group, WorldCom and numerous other workouts to date.
Represented a French-based investor in connection with the acquisition of a 90% equity interest in a Sonoma, California winery, Longboard Vineyards.
Represented investment manager Morgan Creek Capital Management, LLC, an equity owner of Endowment Advisers, L.P. ("EA", which is the manager of The Endowment Fund) in connection with EA's $86,000,000 acquisition of the 23% EA ownership interest of Sanders Morris Harris Group Inc. (NASDAQ: SMHG).
Represented Asset Management Finance Corporation (“AMF”) in connection with the August 2008 acquisition by Credit Suisse Group AG of over 80% of the outstanding stock of AMF from National Bank Financial of Canada for $384 million of newly issued Credit Suisse Group AG stock.
Represented a private investment fund client in connection with its sale of a sizeable portfolio of Latin American private equity investments.
Represented the founding managing members of an asset manager in connection with the sale of their equity interests to a subsidiary of Allied Capital Corporation (NYSE:ALD).
Represented an asset manager borrower in connection with a $15 million revolving credit facility from Merrill Lynch.
Represented craft brewer Magic Hat Brewing Company & Performing Arts Center, Inc. in connection with its affiliate's tender offer to acquire craft brewer Pyramid Breweries Inc. (NASDAQ: PMID).
Represented UK-based business media company United Business Media plc in connection with its acquisition of the technology sales support business of Next Level.
Represented Vardon Capital as a roll-over investor in the $177 million going-private transaction of Restoration Hardware, Inc. (Nasdaq:RSTO).
Represented India-based home textile manufacturer Himatsingka Seide Ltd. in connection with its $53,000,000 acquisition of 80% of New York-based bed linen distributor Divatex Home Fashions Inc.
Represented a private investment fund client in connection with its acquisition of a controlling equity interest in a portfolio of Polish venture capital investments.
Represented Claren Road Asset Management, a hedge fund manager specializing in taking long and short positions in credit instruments, in a sale of a minority stake to Petershill Fund, a private investment fund that is part of Goldman Sachs' asset management unit.
Represented registered investment advisor, Scott’s Cove Capital Management, in connection with its sale to Katonah Debt Advisors L.L.C., a wholly-owned affiliate of Kohlberg Capital Corporation (NasdaqGS:KCAP).
Acted as lead investor counsel in connection with a minority equity investment by two private investment funds in a private Argentinean energy generation and distribution company.
Represented India-based home textile manufacturer Himatsingka Seide Ltd. in connection with its $30,000,000 acquisition of branded bed linen distributor DWI Holdings.
Represented registered investment advisor AlphaSimplex Group and its founder Dr. Andrew W. Lo in connection with its sale to Natixis Global Asset Management.
Represented registered investment advisor, TQA Investors, in connection with its sale to Context Capital Management.
Represented a private investment fund client in connection with its majority equity investment in, and senior secured loan to, a start-up company in the electric turbine equipment industry.
Represented UK-based business media company United Business Media plc in connection with its acquisition of the healthcare media business of Physicians Practice.
Represented Heidmar Inc. in connection with the $45,000,000 sale of its Heidmar Lightering division to Overseas Shipholding Group, Inc.
Represented a private investment fund client as lender of a $28.5 million term loan and revolving credit facility to a frozen food manufacturer.
Represented investor group in connection with their acquisition of Avero, Inc.
Represented Cogent Management Inc., a hedge fund administrator, in connection with its sale to SS&C Technologies.
Represented Trinity Partners Acquisition Company Inc., a SPAC listed on the OTCBB, in connection with its merger with FreeSeas Inc. (NasdaqGM:FREE).
Represented Euroseas Ltd. (NasdaqGS:ESEA) in connection with the company’s $21 million private placement of common stock and warrants.