Olshan client Bradley L. Radoff reached an agreement with DMC Global pursuant to which a new independent director will be added to DMC Global’s board and two long-tenured incumbent directors will not stand for re-election at the company’s upcoming annual meeting.
Olshan advised Irenic Capital Management LP in its cooperation agreement with Barnes Group Inc. (NYSE: B), a global provider of highly engineered products, differentiated industrial technologies and innovative solutions, pursuant to which the company’s board of directors appointed Adam Katz, co-founder and Chief Investment Officer of Irenic Capital Management, to serve on the board effective immediately.
Olshan represented Land & Buildings in connection with its cooperation agreement with S&P 500 real estate investment trust Ventas, Inc. (NYSE: VTR), pursuant to which two new directors—Theodore Bigman and Joe V. Rodriguez, Jr.—were appointed to Ventas’ board effective immediately.
Olshan represented Fund 1 Investments, LLC in connection with its cooperation agreement with apparel, accessories and home trends retailer Citi Trends, Inc. (Nasdaq: CTRN), pursuant to which three new independent directors—David Heath, Charles Liu and Michael Kvitko—will be nominated for election to the board of Citi Trends at the company’s 2024 annual meeting of stockholders, and prior to which they will serve as non-voting board observers.
Olshan represented Assembly OSM, an early-stage company focused on building highly efficient and sustainable urban new construction through innovative modular processes, in its construction of a three-story modular apartment building at 147 Saint Felix Street in Brooklyn.
Olshan represented Engaged Capital in its agreement with Nevro Corp. pursuant to which Kirt Karros was appointed to Nevro’s board and one incumbent director will depart the board.
Olshan represented Backgrid, a global provider of celebrity news and photography for over three decades, in its acquisition by leading creative content licensing company Shutterstock.
Olshan represented Kushner Cos. in the sale of five East Village apartment buildings to Penn South Capital for $41 million.
Olshan represented Apple-Metro in the sale of 21 Applebee’s restaurants across the New York metropolitan area to Doherty Enterprises.
Olshan represented the owners of Brandy Melville in the purchase of a mixed-use building in SoHo for $33 million.
Olshan client Bradley L. Radoff reached an agreement with EMCORE Corporation pursuant to which two new directors – Cletus C. Glasener and Jeffrey J. Roncka – were appointed to the company’s board of directors and the incumbent chairman resigned from the board.
Olshan represented the JV in the sale of luxury retail condominiums at the corner of Madison Avenue and 66th St. to Swiss luxury fashion house Akris for $40.6 million.
Olshan represented Kushner Cos. in the sale of six East Village apartment buildings for more than $50 million to a limited liability company linked to David Gleitman's Targo Capital Partners. Located at 118, 120, 199, 201 and 203 E. Fourth St. and 315 E. 10th St., the buildings contain 112 apartments total, ranging from nine each at 199 and 201 E. Fourth St. to 48 at 120 E. Fourth St.
Olshan represented Assembly OSM, an early-stage company focused on building highly efficient and sustainable urban new construction through innovative modular processes, in its approximately $3,000,000 bridge loan from New York City Energy Efficiency Corporation (NYCEEC), a leading national clean energy and energy efficiency lender.
Olshan represented Rekor Systems, Inc., a leader in developing and implementing state-of-the-art roadway intelligence systems using AI enabled computer vision and machine learning, in the sale of a registered offering of $15 million in aggregate principal amount of its 13.25% Series A Prime Revenue Sharing Notes due Dec. 15, 2026.
Olshan negotiated a lease for Eataly's new SoHo location, which spans about 20,000 square feet on the corner of Broome and Lafayette Streets. Now with 50 locations across the globe and its third in New York City, the Italian grocery/eat-in dining destination’s SoHo location houses a 200-seat restaurant and an all-day café.
Olshan client Powerfleet, Inc. (Nasdaq: PWFL) announced the signing of a transformative business combination with MiX Telematics Limited (NYSE: MIXT, JSE: MIX), a South African public company, to form one of the largest mobile asset Internet of Things software-as-a-service providers in the world. The transaction is structured as an all-stock deal, whereby MiX shareholders will exchange 100% of their shares in MiX for shares of Powerfleet common stock.
Olshan client JCP Investment Management reached an agreement with United Natural Foods pursuant to which the company agreed to appoint three new independent directors to its board of directors – including James C. Pappas of JCP – and three incumbent directors will depart the board. In connection with the agreement, the company announced that the board will oversee a financial review designed to enhance the company’s performance and drive shareholder value creation.
Olshan client MKT Capital reached an agreement with Aurinia Pharmaceuticals pursuant to which Dr. Robert T. Foster was appointed to the company’s Board of Directors. MKT Capital’s agreement with Aurinia followed a successful withhold campaign whereby two directors of Aurinia – the Chairman of the Board and the Chairman of the Compensation Committee – resigned from the Board after failing to receive the requisite majority vote at the company’s 2023 Annual Meeting.
Olshan represented Arena Investors, LP, a $3.5 billion institutional asset manager, in its agreement to invest up to $7.5 million in Australian Oilseeds Holdings Limited — a holding company whose subsidiaries have engaged for more than 20 years in the business of processing, manufacturing and selling of non-GMO oilseeds and organic and non-organic food-grade oils for the rapidly growing oilseeds market.
Olshan represented a longtime client in a joint venture agreement for a first class office building in a major western U.S. market after market conditions caused the property owner to default. Negotiations concerned the lender group's bidding strategy and the process for owning, stabilizing and selling the asset.
Olshan client Engaged Capital entered into a second cooperation agreement with Quotient Technology, under which two new directors will join the company’s board of directors and five incumbent directors will depart the board at the upcoming 2023 annual meeting.
Following a successful withhold campaign by Olshan client MKT Capital, two directors of Aurinia Pharmaceuticals – the Chairman of the Board and the Chairman of the Compensation Committee – tendered their resignations after failing to receive the requisite majority vote. Shareholders also overwhelmingly voted down Aurinia’s say-on-pay proposal and an amendment to its equity incentive plan. MKT Capital launched its withhold campaign in an effort to combat egregious executive compensation practices and instill a sense of accountability in Aurinia’s boardroom.
Olshan client Engaged Capital reached an agreement with Shake Shack for two new independent directors to join Shake Shack’s board. Shake Shack also agreed to retain a consulting firm to support operational initiatives to improve restaurant execution, cost structure and profitability. As part of the agreement, Chairman Danny Meyer also agreed to an immediate reduction and subsequent elimination of his director designation rights.
Olshan client Hestia Capital won four board seats on the nine-person board of century-old shipping services company Pitney Bowes. In the first-ever control slate proxy contest to go to a vote under the SEC’s new Universal Proxy card regime, stockholders elected four of the five Hestia-nominated candidates at Pitney Bowes’ 2023 annual meeting of stockholders in place of Pitney Bowes’ directors, including its Chairman. “Our slate believes it has been given a mandate for constructive, positive change, and we look forward to working with our fellow directors to deliver on that mandate over the near-term and long-term,” said Kurt Wolf, founder and chief investment officer of Hestia Capital, who was elected to the Board of Directors of Pitney Bowes along with three other Hestia Capital nominees, Katie May, Milena Alberti-Perez, and Todd Everett.
Olshan served as counsel to Univest Securities, LLC, acting as lead underwriter and book runner, in the $11 million initial public offering of Class A ordinary shares of Top KingWin Ltd., a Cayman Islands holding company, pursuant to a registration statement on Form F-1. Top KingWin’s indirect wholly-owned Chinese subsidiary provides a number of important business services in China to young and emerging companies, including capital market related education and support services and advisory and transaction services. Top KingWin’s shares now trade on The Nasdaq Capital Market under the symbol TCJH. Pacific Century Securities, LLC and AC Sunshine Securities, LLC acted as co-managers in the offering.
Olshan client Velan Capital co-led an investment in a $12 million PIPE consisting of Series B preferred stock and warrants to purchase shares of common stock of Alimera Sciences, Inc. (NASDAQ: ALIM). The securities purchase agreement for the transaction also provides for an additional tranche of up to $15 million of Series B preferred stock for potential in-licenses or product acquisitions at the mutual agreement of Alimera and the investors. As part of the transaction, two new directors were appointed to Alimera’s board – including Adam Morgan of Velan Capital – to replace two incumbent directors, and Alimera agreed to seek stockholder approval to declassify the board at its 2024 annual meeting.
Olshan acted as counsel to Boustead Securities, LLC, as sole managing underwriter, in Mangoceutical, Inc.’s initial public offering of 1,250,000 shares of common stock for gross proceeds to Mango of $5.0 million. Mangoceuticals is focused on developing, marketing and selling via a secure telemedicine platform a variety of men’s health and wellness products, including its uniquely formulated erectile dysfunction (ED) drug branded “Mango.” Serial entrepreneur Jacob D. Cohen leads Mangoceuticals as its Chairman and Chief Executive Officer. The company intends to use the net proceeds from the offering primarily to finance the marketing and operational expenses associated with the planned marketing of its Mango ED product. Mangoceuticals has granted the underwriters an overallotment option to purchase an additional 187,500 shares. Mangoceuticals’ common stock began trading on The Nasdaq Capital Market on March 21, 2023, under the symbol “MGRX.” In connection with the effectiveness of its public offering, Mangoceuticals also registered for resale 4,765,000 shares of its common stock, including upon exercise of warrants, issued in the company’s bridge financing prior to the offering.
Olshan represented Venture Capital Investors in Mediant Communications’ acquisition by BetaNXT, a private equity-backed provider of wealth management infrastructure software. Mediant Communications provides investor communications technology and technology-enabled solutions to banks, brokers, corporations, funds and investment managers.
Olshan client Tallan, Inc., a technology solutions company, closed on the sale of substantially all of its assets to Ernst & Young LLP in February 2023. Tallan brings extensive experience in consulting on Microsoft platforms supporting manufacturing, consumer packaged goods, pharmaceutical, health care and state and local government. In connection with the sale, members of Tallan’s executive team joined Ernst & Young’s Microsoft Services Group. The transaction and integration of the Tallan team with Ernst & Young’s Microsoft Services Group is expected to deepen Ernst & Young’s capabilities and expand the range of solutions they offer.
Olshan clients Rubric Capital and Velan Capital reached an agreement with Heron Therapeutics, according to which three new independent directors were appointed to Heron’s board – including Adam Morgan of Velan Capital – and two incumbent directors departed the board. The company also agreed to separate the Chairman and CEO roles effective immediately following the company’s upcoming annual meeting.
Olshan client Voss Capital, LLC reached an agreement with Thunderbird Entertainment Group Inc., under which two new directors nominated by Voss will immediately join the board of directors of Thunderbird. The agreement also provides for the appointment of a third director, to be identified by the Company from candidates put forward by Voss, to be appointed as a director following the conclusion of the Company’s upcoming annual meeting. The Company also agreed to form a three-member advisory committee to assess the Company's capital allocation strategy and evaluate strategic opportunities following the annual meeting and that one of the new directors will serve on such committee.
Olshan acted as counsel to Star Equity Holdings, Inc. in connection with a $14,250,000 registered underwritten public offering of common stock and warrants. Star Equity intends to use the net proceeds from this offering to pursue organic growth initiatives and fund potential acquisitions, and for working capital and other general corporate purposes. Star Equity is a diversified multi-industry holding company that currently operates primarily in the healthcare and construction business sectors. Maxim Group LLC served as the sole book-running manager for the offering.
Olshan acted as counsel to Ault Disruptive Technologies Corporation in its $115 million initial public offering of units (consisting of common stock and warrants), which are now trading on the NYSE American exchange. Ault Disruptive Technologies is a blank-check special purpose acquisition company (SPAC) formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses with a focus on emerging technologies. A.G.P./Alliance Global Partners served as sole book-running manager and Brookline Capital Markets served as co-manager for the offering.
Represented PLx Pharma Inc., a late-stage specialty pharmaceutical company, in its underwritten registered public offering of shares of common stock, worth approximately $71 million, on the Nasdaq Capital Market. PLx Pharma plans to use the net proceeds from the offering for general corporate purposes, including potential additions to working capital and capital expenditures, which also includes launching its new and recently FDA approved drug Vazalore, the first-ever liquid-filled aspirin capsule.
Repesented GlobalSCAPE, Inc. in its acquisition through a public tender offer by Help/Systems, LLC in 2020, representing aggregate consideration over $200 million (including repayment of indebtedness).
Olshan client PowerFleet, Inc., a global leader and provider of subscription-based wireless IoT and M2M solutions for securing, controlling, tracking, and managing high-value enterprise assets, launched a $25 million at-the-market offering with Canaccord Genuity LLC acting as sales agent.
Olshan represented I.D. Systems in its $140 million cash and stock acquisition of Pointer Telocation Ltd., an Israeli public company, and reorganization pursuant to which I.D. Systems and Pointer became wholly-owned subsidiaries of PowerFleet, Inc., a new public holding company dual-listed on the Nasdaq Global Market and the Tel Aviv Stock Exchange. In connection with the financing of the transaction, we also represented PowerFleet in a $55 million convertible note and preferred stock investment with affiliates of Abry Partners II.
Olshan represented George Feldenkreis, founder and former Executive Chairman of Perry Ellis International, in his deal to take Perry Ellis private, which was honored as the “Deal of the Year” and “Middle Market Activist Campaign of the Year.”
Olshan acted as counsel to IMAC Holdings, Inc. in the underwritten initial public offering of IMAC’s shares of common stock and warrants to purchase common stock, at a public offering price of $5.125 per unit. IMAC owns and manages outpatient medical clinics throughout the Midwest that provide regenerative, orthopedic and minimally invasive procedures and therapies centered around treating sports injuries. IMAC has partnered with several active and former professional athletes, opening two Ozzie Smith IMAC Regeneration Centers, two David Price IMAC Regeneration Centers, and a Tony Delk IMAC Regeneration Center. Dawson James Securities, Inc. acted as the book running manager and Axiom Capital Management, Inc. and The Benchmark Company LLC acted as co-managers for the offering. IMAC’s shares and warrants are trading on The NASDAQ Capital Market under the ticker symbols “IMAC” and IMACW.”
Olshan acted as counsel to Legacy Housing Corporation in the initial public offering of an aggregate of 4,000,000 shares of its common stock at a public offering price of $12.00 per share. Legacy Housing is the fourth largest producer of manufactured homes in the United States and a recognized leader and innovator in the manufactured housing industry. Shares of the company are trading on The NASDAQ Global Select Market under the symbol “LEGH.” The offering was made through an underwriting group led by B. Riley FBR, Inc., Oak Ridge Financial and National Securities Corporation.
In the first case ever heard through the Pension Benefit Guaranty Corporation’s Pilot Mediation Program (which as a result of the resounding success is now a permanent PBGC program), Olshan had sought relief from an over $ 70 MM underfunding liability claim from the PBGC.
Represented Global Sources Ltd., in its acquisition by, and immediate spin-off from, Fairchild Corporation, a foreign private issuer. Global Sources Ltd. trades on Nasdaq.
Represented Starboard Value in its “unprecedented” and “extraordinary” election contest victory for the entire Board of Directors of Darden Restaurants. At the Company’s Annual Meeting, Darden shareholders voted to replace its entire board with a slate of twelve highly qualified directors nominated by Starboard, one of Darden’s largest shareholders.
In one of the biggest financing deals of 2014, Olshan represented the purchaser of the iconic Mobil Building at 150 East 42nd Street, including securing a $700 million loan from Morgan Stanley Mortgage Capital Holdings to complete their acquisition of the leasehold position. The deal included a 99-year ground lease extension with the land owner, purchasing the existing leasehold from Hiro Real Estate, and creating a sub-leasehold condominium to accommodate Mt. Sinai Medical Center. Several Olshan practice groups represented the buyers in the transaction: Tax & Planning, Real Estate and Corporate/Securities. News reports may be found at The Real Deal and GlobeSt.com.
Negotiated jewelry license on behalf of Diane Von Furstenberg with Haskell Jewels.
Represented GenCorp Inc., a leading manufacturer of aerospace and defense products, in connection with an amended and restated $300 million credit facility. The new credit facility amends and restates the Company's prior credit agreement and, among other things, (i) extending the maturity date; and (ii) replacing the existing revolving credit facility and credit-linked facility with (x) a revolving credit facility in an aggregate principal amount of up to $200.0 million (with a $100.0 million subfacility for standby letters of credit and a $5.0 million subfacility for swingline loans) and (y) a term loan facility in an aggregate principal amount of up to $100.0 million.
Represented North Tide Capital in its proxy contest and eventual settlement negotiation with Healthways, Inc., a Nashville-based provider of well-being improvement solutions. North Tide launched a proxy contest seeking four board seats at Healthways’ 2014 Annual Meeting. The contest ended when Healthways agreed to nominate three of North Tide’s director candidates and to form a Strategic Review Committee that will be chaired by one of North Tide’s director candidates.
Represented Lone Star Value in the resounding election victory of its activist campaign at Hudson Global. Lone Star Value’s two director candidates, Rick Coleman and Lone Star Value’s founder, Jeff Eberwein, were elected at the 2014 Annual Meeting of Hudson’s shareholders with the support of close to 80% of all shares outstanding, or 95% of all the votes cast in its activist campaigns.
Represented BRK Garage Co. LLC in connection with Atlas Capital Group's and Rockpoint Group's ground lease of its 99,558-square-foot, eight-story garage building at 430 West 15th Street in the Meatpacking District with plans to redevelop the structure into a modern office building. The structure will feature retail space on the lower level, penthouse offices with terraces and an expansive roof deck.
Represented Engaged Capital in connection with its activist campaign and settlement negotiation with teen clothing retailer Abercrombie & Fitch for a reconstituted board of directors. The agreement ended a months-long proxy contest and is one in a long line of shareholder-friendly changes Abercrombie & Fitch has made since Engaged Capital first became involved there.
Represented PW Partners Atlas Funds, which, together with other investors, reached a settlement with BJ’s Restaurants, Inc. (Nasdaq: BJRI), under which BJ’s agreed to nominate three new independent directors at its 2014 annual meeting of shareholders, one of which has been appointed to the Board of Directors effective immediately. As part of the agreement, BJ’s also announced a $50 million share repurchase authorization, as well as an expansion of its previously announced cost-cutting initiative through the hiring of a consultant.
Represented GenCorp Inc., a leading manufacturer of aerospace and defense products, in connection with a $100 million subordinated credit facility, to be used for a variety of purposes.
Represented David Edelstein, developer and owner of the W South Beach, in the sale of the iconic Raleigh Hotel in South Beach to clothing designer Tommy Hilfiger, who plans to turn it into an exclusive private club and hotel, following a “transformational renovation.” The Miami Herald noted that this sale demonstrates “how important the region has become to hotel investors,” with investment in the Miami luxury market exploding. Olshan has been involved in a number of high-profile representations in the South Florida hotel and luxury commercial market.
Counseled Concerned Rentech Shareholders (led by Engaged Capital and Lone Star Value Management) in connection with its activist campaign and settlement negotiation at Rentech. The settlement agreement established a Finance Committee responsible for approving significant capital expenditures, reviewing and taking action to reduce Rentech’s cost structure, and reviewing the Company’s executive compensation practices. Rentech also agreed to nominate a director candidate approved by Concerned Rentech Shareholders at its upcoming annual meeting of shareholders, or to appoint such director candidate shortly thereafter.
Represented the Kaufman Organization in a joint venture with Principal Life that executed 99-year ground leases on four New York City office buildings from Extell Development in a deal valued at approximately $135 million. The properties are located at 119-125 West 24th Street; 13-15 West 27th Street; 19-21 West 24th Street; and 45-47 West 27th Street. The buildings were part of the portfolio owned until recently by Michael and Frank Ring.
Represented developer Madison Equities in a joint venture with Property Markets Group that secured $95 million in construction financing for their luxury condominium and town house development to be known as 10 Sullivan Street in SoHo.
Represented Quinpario Acquisition Corp. (Nasdaq:QPAC) (Nasdaq:QPACU) (Nasdaq:QPACW) in its definitive agreement to acquire Jason Incorporated from Saw Mill Capital LLC, Falcon Investment Advisors, LLC and other investors. The purchase price of $538.65 million will be funded by the cash proceeds from QPAC's initial public offering, new debt and rollover equity invested by the current owners and management of Jason.
Represented Concerned Pantry Shareholders (led by JCP Investment Management and Lone Star Value Management) in connection with the election of all three of its director candidates at The Pantry’s Annual Meeting. It was a resounding victory, with support by a 6 to 1 margin for the election of two of its nominees and a 4 to 1 margin for the election of its third nominee.
Represented shared office space company, WeWork, in its lease of the entire fifth floor at 25 Broadway, giving it approximately 129,000 square feet at the building. This expands upon the 86,000 square feet on the entire ninth and tenth floors that WeWork leased previously, also with Olshan's assistance.
Represented Coppersmith Capital in the successful negotiation of a standstill agreement and the re-nomination of its two nominees at the 2014 annual meeting of stockholders of CONMED Corporation. Coppersmith subsequently obtained the two seats on the board of directors of CONMED.
Represented IZEA, Inc. (Nasdaq: IZEA), an Orlando, Florida based social media sponsorship company, in its completion of a $12 million PIPE financing transaction of common stock and warrants; its largest financing to date. The round was led by Special Situations Funds with participation by IZEA board members, IZEA's CEO and numerous institutional investors.
Represented Foundation Asset Management and Engine Capital in their leadership of a shareholder group that entered into an agreement with Stewart Information Services Corp for the nomination of two independent directors recommended by the shareholder group, including Arnaud Ajdler, managing partner of Engine Capital, for election to the board of directors at the upcoming 2014 Annual Meeting. Stewart vowed, among other things, to cut pretax costs by $25 million annually and begin hosting earnings calls starting with this year’s first quarter.
Represented Steel Energy Ltd., through its wholly-owned subsidiary Black Hawk Acquisition, Inc., in the completion of the acquisition of substantially all of the assets of Black Hawk Energy Services, Inc., a work over and completion rig company, for approximately $60.8 million. Steel Energy also owns two oilfield service businesses, Rogue Pressure Services and Sun Wells Service. In connection with the acquisition of Black Hawk Energy Services, Steel Energy amended its existing credit facility with Wells Fargo Bank, National Association and certain other lenders, to provide for, among other things, an increase in borrowing capacity to $105 million, a portion of which was used to fund the acquisition.
Represented IZEA, Inc., an Orlando, Florida based social media sponsorship company, in the completion of a $3,560,000 private placement of common stock and warrants. A portion of the offering proceeds represented the conversion of outstanding bridge promissory notes.
Represented GlobalOptions Group, Inc. in its merger with Walker Digital, LLC, which will do business as PatentProperties, Inc. In connection with the merger, the company also completed an $11.6 million PIPE offering of common stock and warrants.
Represented Roth Capital Partners and Monarch Capital Group, the underwriters of a public offering of 1,100,000 shares of common stock of Pioneer Power Solutions, Inc., a manufacturer of specialty electrical transmission and distribution equipment. It will begin trading on the Nasdaq Capital Market under the symbol "PPSI." Pioneer intends to use the proceeds of this offering to repay its outstanding borrowings with Bank of Montreal, with the remaining balance to be used to fund acquisitions and working capital.
Represented American Properties in its ground lease of the historic Bush Tower at 130 West 42nd Street. At the same time, American defeased a $42 million loan with Deutsche Bank and refinanced its mortgage on its fee position with Teachers Insurance and Annuity Association of America with a new $62 million loan. Olshan's Real Estate group led the transactions, which took several years of tax planning and several months of lease negotiations and restructuring of trusts and foreign entities.
Represented Alleghany Capital Corporation, a wholly-owned subsidiary of Alleghany Corporation, in its investment in R.C. Tway Company, LLC, also known as Kentucky Trailer, a manufacturer of custom moving vans and expandable trailers and a fourth generation family-owned company headquartered in Louisville, Kentucky. The team representing the deal was led by Kenneth Silverman of the Corporate group and included Olshan attorneys from the Real Estate, Tax, Employment Practices, Employee Benefits and Intellectual Property groups.
Represented owner JEMB Realty in the negotiation of a 25-year lease with H&M for Herald Center, which will be the largest H&M store worldwide.
Represented a joint venture between Invesco and the Kaufman Organization in the 2010 acquisition of the 277,412 sq ft. office condominium unit of 100-104 Fifth Avenue, New York from the bankruptcy estate of Rock US Holdings for $93.5 million including the acquisition loan and a construction loan for improvements; the resolution of various operating issues after acquisition; and the 2013 sale of the property to Clarion for $230 million.
Represented GenCorp Inc., a leading technology-based designer, developer and manufacturer of aerospace and defense products, in the successful completion of the $550 million acquisition of the Pratt & Whitney Rocketdyne business from United Technologies in part with the proceeds from a $460 million bond offering. The acquisition will nearly double the size of GenCorp and help ensure that it continues to be a leader in the next space age.
Represented Bonjour Capital and its principal Charles Dayan in connection with its taking of the title to 333 Greene Avenue, Brooklyn, New York from two bitterly fighting debtors. Originally, Olshan represented Banco Popular in a mortgage foreclosure action against the debtors. After achieving summary judgment, Banco sold the mortgage to a third party. Olshan represented Bonjour in the purchase of the mortgage from that third party, then moved to lift the stay. After negotiating with the debtors, Bonjour took title through a plan of reorganization. The deal will allow the new owner to proceed with the 57-unit rental project, which has been on hold for six years.
Represented the Korein Family’s sale of 605 Lincoln Road in South Beach to Thor Equities for $22.5 million. The retail property includes three street-level retail suites in an office building in the heart of the Art Deco District.
Represented CERTPOINT Systems Inc., a provider of SaaS-based learning management software (LMS) and learning content management software (LCMS), in a merger with Infor Inc., a leading global provider of business application software serving more than 70,000 customers.
Negotiated a settlement, whereby two more board seats were obtained for Starboard Value at Wisconsin-based paper products company Wausau Paper. Starboard is Wausau Paper’s largest shareholder with a 14.8% stake.
Represented Quinpario Partners’ in connection with its formation of an investor group that collectively owns a 10.1% stake in Zoltek Companies, Inc., a maker of high-performance carbon fibers used in wind turbines, and seeking to remove and replace Zoltek’s entire Board of Directors. Quinpario also filed an Investor Presentation that details Zoltek's commercial and financial underperformance and highlights the opportunities that exist to unlock significant shareholder value.
Represented Steel Partners Holdings L.P. and Handy & Harman Ltd. in negotiating investment and settlement agreements with ModusLink Global Solutions, Inc. (NASDAQ: MLNK) in advance of ModusLink’s annual meeting of stockholders. Pursuant to the agreements, Steel Partners Holdings L.P. agreed to purchase 7.5 million newly-issued shares of ModusLink’s common stock, plus warrants to purchase 2.0 million shares of common stock, for a total investment of $30 million, and ModusLink agreed to nominate and solicit proxies solely for Handy & Harman representatives Warren G. Lichtenstein and Glen M. Kassan for election as directors at ModusLink’s annual meeting. Three different stockholder groups (including Handy & Harman) had submitted director nominations and filed preliminary proxy materials in connection with the annual meeting. Yahoo Finance, BusinessWire and other media reported on this matter.
Represented GenCorp. Inc. (NYSE:GY), a leading technology-based designer, developer and manufacturer of aerospace and defense products, in a $460 million financing consisting of 7.125% Second Priority Senior Secured Notes. The proceeds of the financing will be primarily used for the acquisition of United Technologies Corporation’s Pratt & Whitney Rocketdyne business, the largest liquid rocket propulsion designer, developer, and manufacturer in the United States.
Represented long time client and New York-based developer, David Edelstein of Tristar Capital, in his purchase of the Raleigh Hotel, located in Miami Beach with partner, hotelier Sam Nazarian of SLS Hotels. Edelstein owns the nearby W South Beach hotel, while Nazarian owns the recently opened SLS South Beach. The Raleigh is one of the most recognized names in Miami Beach, Florida.
Olshan represented long time client and New York-based developer, David Edelstein of Tristar Capital, is his record setting $139 million sale of a three-building portfolio in Miami, Florida.
Negotiated Michael Kors' lease of a 1,700 square foot retail space in the World Financial Center in lower Manhattan near the World Trade Center site.
We represented the Kaufman Organization in a joint venture with affiliates of Lubert Adler Management in connection with the purchase of an 11-story, 115,000-square-foot office building at 27 West 24th Street, located between Broadway and Avenue of the Americas, in an all-cash transaction valued at $55,500,000. The closing occurred within 30 days of the contract signing and included a first mortgage with Signature Bank.
Represented Ramius V&O Acquisition LLC, a wholly-owned subsidiary of Ramius Value and Opportunity Advisors LLC, in connection with its acquisition, together with Royal Pharma, of Cypress Bioscience, Inc. (NASDAQ:CYPB), a pharmaceutical company engaged in the development of innovative drugs to treat central nervous system (CNS) disorders.
Represented GenCorp Inc. (NYSE:GY), a leading manufacturer of aerospace and defense products, in connection with its amended and restated $200 million credit facility. The new credit facility amended and restated GenCorp’s prior credit agreement to, among other things, extend the maturity date and replace the existing revolving credit facility and credit-linked facility with a revolving credit facility in an aggregate principal amount of up to $150 million and a term loan facility in an aggregate principal amount of up to $50 million. The credit facility is collateralized by a substantial portion of GenCorp’s tangible and intangible personal property and other assets, including the stock and assets of its material domestic subsidiaries that are guarantors of the facility.
Represented Landry’s, Inc. in its acquisition in December 2011 through a two-step merger (tender offer with back-end merger) with McCormick & Schmick’s Seafood Restaurants, Inc. (NASDAQ:MSSR) for a total equity value of approximately $131.6 million. The acquisition was the culmination of a process that began with a proxy contest followed by a seven-month auction process. The transaction was financed through a combination of cash and debt. In April 2011, McCormick & Schmick’s rejected Landry’s initial acquisition offer and implemented a defensive “poison pill.” Our Activist Practice Group quickly formulated a strategy that pressured the McCormick & Schmick’s board to either negotiate a transaction with Landry’s or conduct a sale process for the company. The Activist Practice Group navigated Landry’s through a complex and unprecedented "withhold quorum" proxy campaign. Just two weeks after the commencement of this campaign, McCormick & Schmick’s announced its decision to put itself up for sale. Landry’s participated in the sale process and ultimately signed a merger agreement to acquire McCormick & Schmick’s in October 2011.
Represented Randa Accessories Leather Goods LLC, a privately held men's accessories company, in the $57.3 million acquisition of Swank, Inc. (PINK:SNKI), a leading designer and marketer of men's and women's belts and men's leather accessories, jewelry and suspenders. In connection with the acquisition, we represented Randa in obtaining financing from JPMorgan Chase.
Represented Ness Technologies, Inc. (NASDAQ: NSTC and TASE: NSTC), a global provider of IT services and solutions, in connection with its acquisition by an affiliate of Citi Venture Capital International, a global private equity investment fund, in a transaction valued at approximately $307 million. Ness’s stockholders received $7.75 per share in cash for each share of common stock they held, representing a premium of 17.6% over the closing price of the company’s shares on the last trading day prior to the announcement of the merger agreement, or 22.2% over the average closing price of the company’s shares over the 30 trading days prior to the announcement. The merger provided for Ness’s senior management team to continue in their roles.
Represented Lone Star Steakhouse & Saloon, Inc., a Nasdaq-listed operator of casual and upscale restaurants, in the negotiation of a complex merger with a large private equity firm. In the face of opposition by a significant activist stockholder, we assisted our client in waging a campaign that ultimately secured stockholder approval of the transaction.
Represented United Capital Corp.(NYSE Amex: AFP) in connection with its tender offer to purchase approximately 31% of its outstanding shares at a purchase price that included an approximately 20% premium per share (or an aggregate purchase price of approximately $101 million). In connection with the tender offer, United Capital Corp. also delisted from the NYSE Amex and deregistered from the reporting obligations of the Securities Exchange Act of 1934, as amended.
We represented GAMCO Investors, Inc. (NYSE: GBL), an investment advisory company, in connection with its tender offer to purchase for cash its subordinated debentures. The purchase price was determined under a modified “Dutch auction” procedure. The tender offer, upsized from a principal amount of $50 million to the entire principal amount outstanding, resulted in the purchase of $64.1 million of debentures, or approximately 75% of the principal amount outstanding.
Represented Pharmacyclics, Inc. (NASDAQ: PCYC), a clinical-stage biopharmaceutical company, in connection with a $57.4 million registered direct offering of its common stock. Pharmacyclics entered into stock purchase agreements with various institutional investors and its CEO for the sale of approximately 6.5 million shares of its common stock at $8.85 per share. Pharmacyclics intended to use the proceeds of the transaction for general corporate purposes, including clinical trials, preclinical research expenses, general and administrative expenses and for working capital. The securities were offered by Pharmacyclics pursuant to an effective shelf registration statement and a registration statement filed pursuant to Rule 462(b) promulgated under the Securities Act.
We represented hot dog purveyor and restaurant operator Nathan’s Famous, Inc. (NASDAQ:NATH) in its self-tender offer pursuant to which it repurchased 598,959 shares of its common stock, at a purchase price of $22.00 per share, for a total cost of approximately $13.2 million, excluding fees and expenses related to the tender offer. The buyback was conducted through a modified “Dutch auction” that allowed stockholders to tender some or all of their shares at a price within a specified range.
Represented CorMedix Inc., a pharmaceutical company focused on developing and commercializing therapeutic products for the treatment of cardiorenal disease, in connection with its initial public offering and related listing on NYSE Amex. CorMedix sold 1,925,000 units at $6.50 per unit (before underwriting discounts and commissions). Each unit consisted of two shares of CorMedix common stock and a warrant to purchase one share of common stock at a price of $3.4375.
We represented GlobalOptions Group, Inc., a national leader in providing outsourced special investigative unit solutions and a wide variety of investigative products and services to insurance carriers, self-insured corporations and third-party administrators, in connection with its tender offer pursuant to which it purchased approximately 54% of its outstanding shares of common stock for $19.5 million.
Represented Golden Nugget, Inc., a prominent owner and operator of hotels and casinos in Las Vegas, in connection with a tender offer and consent solicitation for its outstanding senior secured notes. In connection with the tender offer, the indenture related to the notes was amended and the underlying collateral was released.
We represented Sun Well Services, Inc., a work-over rig provider to oil and gas exploration companies throughout the Williston Basin in North Dakota, in connection with its four-year $25 million credit facility with Wells Fargo Bank to fund capital expenditures and provide working capital.
We represented Footstar, Inc. in connection with the formation of a joint venture to facilitate the acquisition of CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX), a specialty pharmaceutical company, in a transaction valued at approximately $76 million. The transaction was financed through a combination of equity and debt.
We acted as U.S. counsel for FirstService Corporation (NASDAQ:FSRV), a global diversified leader in the rapidly growing property services sector, providing services in the areas of commercial real estate, residential property management and property services, in connection with its agreement with a syndicate of underwriters co-led by TD Securities Inc. and Scotia Capital Inc., and including BMO Capital Markets, CIBC, HSBC Securities (Canada) Inc., RBC Capital Markets, Raymond James Ltd. and PI Financial Corp., pursuant to which the underwriters purchased $70 million principal amount of convertible unsecured subordinated debentures.
Represented CosmoCom, Inc., a developer of call center management software, in connection with its acquisition by Enghouse Systems Limited (TSX:ESL), a Canadian public company, and its subsidiary, Syntellect Inc., for a purchase price of approximately $20 million.
Represented Alleghany Corporation (NYSE: Y), and it subsidiary Alleghany Capital Corporation, in connection with its acquisition of a majority interest in Bourn & Koch, Inc., a privately-held manufacturer and remanufacturer/retrofitter of precision machine tools and supplier of replacement parts.
We represented Alleghany Corporation (NYSE: Y), and its subsidiary Alleghany Capital Corporation, in a $7 million equity financing of Article One Partners, the world’s largest patent research community.
We represented CERTPOINT Systems Inc. in connection with its private placement of preferred stock, the proceeds of which were to be used to expand its sales and channel partnerships.
We represented Steel Partners in connection with its $5.3 million combined debt and equity investment in Ore Pharmaceuticals. As part of the transaction, Steel Partners received the right to nominate two new directors to replace two current directors, who resigned in conjunction with the transaction.
Represented Firebirds International, LLC, a North Carolina-based upscale casual dining chain which currently owns and operates 18 Firebirds Wood Fire Grill locations nationwide, in its acquisition by Angelo, Gordon & Co.’s Private Equity Group. The transaction provided for Firebirds’ founders to remain as directors and shareholders of the company and for Firebirds’ senior management team to continue in their roles.
We represented the equity investor in connection with the acquisition of 110 Kentucky Fried Chicken units acquired at auction from Kazi Foods for $56.2 million in total consideration, consisting of a $6 million equity investment and debt assumption.
Jennifer operated 175 sofabed and leather specialty retail stores throughout the country, and operated 6 big-box, full-line furniture stores under the Ashley Furniture HomeStore brand. Through Olshan's guidance, Jennifer Convertibles, Inc. successfully emerged from Chapter 11 protection. Despite challenges throughout the 7-month bankruptcy, Olshan worked closely with the company's key foreign and domestic suppliers, credit card processor and landlords and achieved confirmation of a plan of reorganization.
Olshan represented Trans-Lux, a publicly-held company that is a leading designer and manufacturer of digital signage display solutions. Our efforts helped the company reinvent itself. We accomplished a comprehensive out of court restructure and recapitalization of the company. The company was upside down and had a distressed balance sheet. Trans-Lux avoided bankruptcy and default on its outstanding debt while recapitalizing its balance sheet.
Olshan represented this premier New York sports facility next to Chelsea Piers, home to numerous recreational leagues, high schools and instructional camps, in its Chapter 11 proceeding. Olshan staved off eviction and restructured its debt which paved the way for Basketball City to develop its new facility on Pier 36 at South Street.
Olshan represented the Creditors' Committee in the Chapter 11 case of Signature Apparel, a privately owned, multi-faceted apparel company that designed, developed, manufactured, distributed and sold branded apparel worldwide. Olshan currently represents the Responsible Person appointed under Signature's Chapter 11 plan of liquidation. In connection with this representation, we investigated and commenced litigation regarding officer and director misconduct, breach of fiduciary duties and related claims. The proceeds from this litigation were then used to fund a meaningful distribution to the creditors.
Regional Diagnostic, with 24 imaging centers, was one of the largest and most prestigious regional outpatient diagnostic imaging center chains in the United States. On behalf of the Creditors' Committee and then the Creditors' Trustee, we investigated and commenced litigation regarding officer and director misconduct, breach of fiduciary duties and related claims resulting from a failed leveraged buyout.
Olshan represented Nihon Ad Systems, Inc. and TV Tokyo Corp., licensors of the Yu-Gi-Oh! animated brand and television series, and certain other intellectual property licensors in connection with their license agreements with 4Kids Entertainment, Inc. and their related rights and interests in the 4Kids Chapter 11 cases.
Olshan acted as bankruptcy co-counsel to a group of "Step One" LBO senior lenders holding approximately $1 billion in pre-petition bond debt seeking to protect and enhance their recoveries from Tribune's bankruptcy estates. As bankruptcy co-counsel, Olshan was involved in the negotiation, mediation and filing of a competing Chapter 11 plan of reorganization on behalf of our clients.
Global Capacity Holdco, LLC and its affiliated debtors brought to market products that enabled clients to improve the efficiency of telecommunications access networks. Olshan represented a group holding the vast majority of the company's debentures, totaling approximately $38 million. With Olshan's guidance, this group also served as the company's post-petition DIP lenders and stalking horse bidder for substantially all of the company's assets.
Olshan represented the owner and operator of Monticello Raceway, a harness racing track located in upstate New York, seeking recovery from NYC and Suffolk OTB (then in Chapter 9) for statutory commissions owing to the racetrack under the New York Racing, Pari-Mutuel Wagering and Breeding Law.
In connection with the plan confirmation process for Fairpoint Communications, Olshan served as bankruptcy counsel to thirteen Vermont municipalities and utility providers holding both pre-petition and post-petition claims against the debtors' estates. Olshan assisted in the successful resolution of our clients' claims.
We represented Clayton County, Georgia, location of the Atlanta Airport, Delta's primary hub. The County was one of the largest tax claimants in the Delta case.
We represented a senior secured bondholders committee in connection with its efforts to maximize recoveries in connection with a section 363 asset sale of Sendtec Inc., a large technology service provider.
We represented Commerce Bank, N.A. in a $35 million senior secured loan facility secured by the Hospital's federal and state entitlement pools.
Olshan represented strategic investors that acquired the senior loan position held by M&T Bank secured by the assets of Champion Motor Group LLC, a debtor-in-possession. We acquired the assets of Champion for our client using the loan as a credit bid. Our group was the successful bidder in a competitive and challenging Section 363 asset sale. Champion was the largest Bentley dealership in the United States. Our clients remain as the owners and operators and have since expanded the franchise to include Rolls Royce.
Olshan represented various senior secured creditors of Mooney Aircraft Co., a renowned single aircraft manufacturer, in connection with a friendly foreclosure.
Olshan represented an online video company in connection with its successful out-of-court restructuring pursuant to which the largest holder of the company's preferred stock agreed to covert its interests to common stock of the company in return for a guaranteed distribution upon, among other things, a sale of the company. Olshan represented a public gaming company in connection with its out of court restructuring of approximately $65 million of bond debt. Olshan also represented the premier supplier of digital display solutions for the financial, sports and entertainment, gaming, and leasing markets in connection with its attempt to avoid a bankruptcy filing and effectuate a consensual out-of-court restructuring of its bank, bond and trade debt, and sale of its non-core assets.
Olshan represented the Kaufman Organization in connection with its acquisition of 100-104 Fifth Avenue from the bankruptcy estate of Rock US Holdings Inc.
Olshan has represented well-known New York City developers in the acquisition of many highly desirable properties, including 310 Madison Avenue, 342 Madison, 400 Madison and 40 West 55th Street using a combination of bankruptcy, foreclosure and other creditors rights laws.
In the Chapter 11 cases of Madison Avenue Land Limited Partnership and Madison Plaza Associates, after we recommended that our client purchase a mortgage at a substantial discount, we compelled an auction sale of one of Midtown's last remaining development sites (5th Avenue and 42nd Street). The procedures we established allowed our client to purchase the property primarily for a credit bid of its mortgage while precluding several other major developers and REIT's from entering the bidding process.
We represented Everlast Worldwide Inc., a leading designer, manufacturer and marketer of boxing and fitness related sporting goods equipment and worldwide licensor of the Everlast brand, in its $185 million merger with Brands Holding Limited, a wholly-owned subsidiary of Sports Direct International plc, a publicly traded company on the London Stock Exchange. Our client originally entered into a merger agreement with another potential purchaser pursuant to which stockholders were to receive $26.50 per share. Under this merger agreement, our client had the right to seek out a more favorable transaction during a 30-day “go-shop” period. During this period, we represented Everlast in the negotiation of a transaction with Brands Holdings Limited, pursuant to which the consideration paid to stockholders increased to $33 per share.
We represented Fox & Hound Restaurant Group in the amendment of their syndicated credit facilities with two major lenders which provided the funds for its acquisition of Champps Entertainment, Inc., a Nasdaq National Market company. Fox & Hound operates 88 pub-themed restaurants in 25 states under the Fox & Hound® and Bailey’s Pub & Grille® brand names. Champps Entertainment, Inc. owns and operates 48 and franchises/licenses 13 restaurants in 21 states.
We represented a group of dissident shareholders in an election contest involving KT&G Corporation, Korea's largest tobacco company. We provided strategic advice in the election contest while working with Korean counsel on preparing the dissident group's proxy statement and other filings with the Korean regulators. The dissident group was successful in obtaining one board seat at the annual meeting. Following the annual meeting, KT&G announced its biggest share buy-back in its 107-year history and a 40% increase in its cash dividend.
We represented Lifetime Brands, Inc., a leading designer, developer and marketer of nationally branded consumer products, in several strategic acquisitions including the acquisition of and license-back arrangements for multiple sterling silver businesses from Lenox Group Inc., the acquisition of the Pomerantz brand and certain assets of JP Products, LLC, a leading dinnerware and tabletop accessories designer and marketer, and the acquisition of the Design for Living brand and certain related assets from Design for Living LLC, a well-known home furnishing company.
We represented Computer Horizons Corp., a strategic solutions and professional services company in the sales of its assets and business units in transactions valued at over $137 million and the subsequent Nasdaq delisting, liquidation and dissolution of the company.
We represented Starboard Value in a hotly contested and highly publicized proxy contest against Regis Corporation, which operates more than 12,700 hair salon chains worldwide, including Supercuts. Starboard Value, one of Regis' largest shareholders, sought to elect three representatives to the Regis board. We advised Starboard Value in its proxy campaign from start to finish, which included strategic planning, proxy filings and SEC response letters, drafting of “fight letters”, and meetings with independent proxy advisory firms. Starboard Value scored a major proxy contest victory as shareholders overwhelmingly elected all three of Starboard Value's director nominees at the annual meeting held on October 27, 2011. Many publications featured this proxy contest due to the lopsided nature of the voting results in favor of Starboard Value's director candidates.
Olshan represents developers of several luxury Midtown and Upper East Side mixed use and hotel properties in purchasing and financing real estate. We represent the purchasers of properties at prices up to $500 million, often on an expedited basis. Typically we also represent the developer in the construction and mezzanine financings from institutions such as Lehman Brothers, China Pacific, M&T Bank, and German and other foreign lenders. We are experts in working with the terms offered by various lenders for projects of this kind, including negotiating the carve-outs from non-recourse loans, minimizing mortgage recording taxes and managing the inter-creditor relationships among the lenders and preferred equity holders.
We represented the buyers of the Phillips Point Office tower along the downtown West Palm Beach, Florida waterfront. Our clients were two New York-based private, family-run, independent investment firms, the Winter Organization and Heller Properties. The buyer paid $138 million for the 425,000-square-foot tower. The seller was the State of New Hampshire through its pension fund adviser, Hart Advisors of Connecticut. At the time of the closing, the price was the highest ever per square foot in the Southeast United States. The reason for the high price, according to news reports, is the building's beauty, waterside perch and solid leases.
We represented three groups of investors, each of which wished to acquire a tenant-in-common interest in a $300,000,000 office building in lower Manhattan to effectuate 1031 tax-deferred exchanges (including two reverse exchanges). We prepared the tenants-in-common agreement and handled the securitized mortgage and mezzanine loans.
We sold a downtown industrial building to a residential developer while retaining for our client an economic interest in the buyer. Our client kept the right to surrender the interest in exchange for the commercial condominium unit, which the buyer was obligated to construct pursuant to agreed plans. The condominium declaration was agreed upon in advance in order to protect the commercial unit.
We are counsel to The American Jewish Joint Distribution Committee, Inc. (JDC), the overseas arm of the American Jewish community, sponsoring programs of relief, rescue and reconstruction to those in need throughout the world. We advised JDC on the historic merger of the United Jewish Appeal and the Conference of Jewish Federations to create the United Jewish Communities. We also assisted in JDC's acclaimed exhibition, To the Rescue, Eight Artists in the Archive, which opened at the International Center of Photography, and toured the United States.
