This information is as of August 2013. For the most up-to-date list of experience or to suggest additions to this list, contact the Marketing Department.
IMPORTANT - Client and lawyer attributions are for internal use only.
RESTAURANTS, WINE & SPIRITS and RELATED INTERESTS
General Corporate, Including Trademark Matters
(Bruce Bronster, David Graff, Christopher Chin for Zachy’s – FQZ LLC, Fine Wine Cellars LLC and Massanois Imports LLC as sellers) Represented multiple parties in the private sale of a noteworthy wine and spirits business involving complex state liquor and bulk sale laws, tax, employment, operating and trademark considerations.
(Michael Clain, Kaylie Lotzof, Aug 2012) Represented a prominent bank in a $9 million senior secured term loan to refinance a company that is engaged in the development of traditional stand alone restaurants.
(Client List - Bruce Bronster) 0705298 - Mr. Jeffrey Chodorow (multiple restaurant interests)
(Michele Arbeeny, Ed’s Lobster Bar LLC and affiliated restaurants) Represented a prominent seafood restaurant in the preparation and negotiation of joint-venture agreements among restaurant investors; preparation and negotiation of asset purchase and sale agreements for restaurant space and equipment; and the negotiation of restaurant leases.
(Bruce Bronster) Bacaro Group
(Bruce Bronster) Pure Food & Wine
(Trademark report - Michele Arbeeny) Austin's Steakhouse LLC - A (design)
(Trademark report - Rick Bier) 123 BURGER SHOT BEER
(Trademark report - Rick Bier) Posh
(Trademark report - Bruce Bronster) 359 Restaurant LLC - AUGUST
(Trademark report - Bruce Bronster) Elliott Azrak - EP Extra Place
(Trademark report - Bruce Bronster) 359 Restaurant LLC
(Trademark report - Bruce Bronster) Marcus Samuelsson Group LLC - Ambessa
(Trademark report - Bruce Bronster) Sarma Melngailis - LUCKY DUCK
(Trademark report - Bruce Bronster) Sarma Melngailis - ONE LUCKY DUCK
(Trademark report - Charles Hamilton) Mexicue LLC - Mexicue
(Trademark report - Charles Simpson) Oregano Latin Bistro, LLC - Oregano French Latin Bistro and Oregano French Latin Bistro Est. 2011 (design).
(Rick Bier) DeNiro – TO FOLLOW
Real Estate
(Mitch Gilbert, verbal Jan 2012) Represented numerous New York City restaurant interests in the preparation and negotiation of restaurant leases.
(David Glanz bio, Dec 2011) For a national restaurant corporation, served as counsel on the real estate aspects of the corporate acquisition of a regional franchisee, including preparation of approximately 60 sets of transfer tax returns for indirect transfers in New York.
(Ed Nolan, White Castle, verbal Jan 2012) Represented a national fast-food restaurant chain in a substantial portion of its real estate interests, including financing, land use and environmental concerns.
(Rod Honecker, Subway Real Estate Corp and its parent, Doctors Associates - Jan 2012) Represented a national fast-food restaurant chain in a series of matters that compelled franchisees to disidentify their restaurants with the brand. Representation also included the eviction of franchisees, obtaining money judgments against franchisees and converting arbitration awards into judgments.
(Patrick Calella – Jan 2012) Served as counsel to an East Village (Manhattan, New York) bed & breakfast.
(Rob Wilk – Jan 2012) Representing a major national bank in a multi-million dollar commercial loan workout and foreclosure of a mortgage on Long Island-based property owned by restaurateurs and operated as a diner.
Litigation
(David Graff bio, Dec 2011) Counsel to a well-known restaurant, and its president, in a highly contested commercial arbitration.
(Litigation - Commercial, Dec 2011) Represented the N.J. Sports and Exposition Authority in over 30 distinct, multifaceted legal challenges brought by environmental groups, affordable housing advocates, local municipalities, and commercial interests opposed to the Meadowlands Xanadu project, a proposed mixed use development consisting of a 520 room hotel, office towers, and a $2.4 billion sports, retail, and dining and entertainment center at the Meadowlands Sports Complex.
Bankruptcy
(Bankruptcy-related Litigation & Transactions, Dec 2011) Representing various Chapter 11 and Chapter 7 debtors and trustees in the sale of some or all of debtors' assets, including most recently a restaurant franchise and an airport hotel, and the related negotiations/litigation with secured creditors, labor unions, landlords, and other parties in interest.
HOTELS, CASINOS, SPAS, RESORTS & NIGHTCLUBS
General Corporate & Management Agreements
Wayne Cook, Gary Finiguerra – Oct 2012) Represented a real estate investor in a hotel management agreement with InterContinental Hotels Group (IHG) for a 35-story, 230 room hotel to be built on the client's property at 219 East 44th Street, the first deal signed for an EVEN Hotel, IHG's new mid-priced health and fitness- brand of hotels.
(Karl Piirimae) Served as local counsel to a hotel owner in the sale of properties in East Brunswick and Franklin Township, New Jersey.
(Karl Piirimae) Represented the contract purchaser in the negotiation of a hotel management agreement for the operation of $260 million resort under development in Miami Beach, Florida.
(Karl Piirimae) Negotiated a hotel management agreement for a regional hotel-conference center in New Brunswick, New Jersey.
(Scott Matthews – Bonita Bay – Jan 2012) Currently representing one of the premier real estate and country club developers in Southwest Florida. Our client has developed five golf and tennis clubs and two marinas, and owned and operated numerous restaurants and wine clubs. Our representation includes virtually every aspect of the client’s legal needs, including corporate formation and structuring, lending, tax planning, asset sales and leases, significant and ongoing business litigation, managing reductions in force, general employment law, crisis planning, and more.
Real Estate
(Patrick Calella – Jan 2012) Served as counsel on the purchase of the Watergate Hotel and numerous resorts in Hawaii, California and elsewhere.
(Patrick Calella – Jan 2012) Representing a Paris-based interest on its innovative aquatic and cycling spa in Manhattan.
(Tina Gagliano bio, Dec 2011) Representation of a mezzanine lender in multiple restructures of mortgage and mezzanine debt secured by nationally recognized hotel.
(Tina Gagliano bio, Dec 2011) Representation of the senior participant (subordinate only to CMBS tranche) in complex foreclosure of mortgage loan secured by a resort property located outside the U.S.
(Tina Gagliano bio, Dec 2011) Representation of a mezzanine lender in the origination of mezzanine debt in connection with the substantial renovation and complex co-op conversion of a New York City hotel operated under a long term ground lease.
(Tina Gagliano bio, Dec 2011) Representation of multiple mezzanine lenders and participants in their purchase of eight separate tranches of mezzanine debt which was part of a $2.5 billion financing secured by the equity interests in a portfolio of full service hotels located across the country.
(Carrie Foote bio, Dec 2011) Represented the mortgage lender in the origination of mortgage debt in connection with the development of a foreign luxury hotel chain's flagship hotel in New York City.
(Carrie Foote bio, Dec 2011) Represented multiple mezzanine lenders in the purchase of mezzanine debt as part of an overall financing of more than $2 billion and secured by the equity interests in a portfolio of full service hotels located across the country.
(Ed Nolan and Dan Pochhiari – Jan 2012, Downtown Athletic Club) Represented a prominent New York City-based athletic club in a proposed sale to a hotel developer.
(Mike Moriarty and Dan Pochhiari – Allied Irish Bank is client, Fitzpatrick Group is boutique hotel interest, Aer Lingus is transcontinental airline - Jan 2012) Represented a European bank in a number of loans to a boutique hotel group, which developed a number of "vest pocket" hotels in New York City. One of the interesting components of hotel group’s financing was their use of prepaid occupancy agreements with a transcontinental airline so that the bank was assured of a stream of revenue regardless of actual room occupancy and rack rates.
(David Glanz bio, Dec 2011) For a Wall Street investment bank, served as counsel in the negotiation of the principal terms of a proposed workout of $22 million in mortgage and mezzanine loans for pre-development of a hotel and resort facilities in the Southern U.S., the workout to include a surrender of equity interests in lieu of mezzanine loan enforcement, principals' partial payment and lender's partial reduction of the senior loan, and the funding of a reserve account by a principal in exchange for a new special-equity interest, with consideration of the income tax aspects of debt forgiveness.
(David Glanz bio, Dec 2011) For a Wall Street fund as equity investor in joint ventures with various developers, counseld on the development, entitlement, mass transit and other due diligence aspects for equity investments in a phased multi-use development of six city blocks in a mid-Atlantic city (office, hotel, condominium, multi-family and garage).
(John Holden bio, Dec 2011) Counsel on the foreclosure of a $170 million loan on a Montana ski resort and the foreclosure of a $80 million loan on a Las Vegas hotel.
(Tom Banahan bio, Dec 2011) Represented a Fortune 500 technology company in the sale of its New York City headquarters, a major Wall Street investment bank in numerous financings involving both senior and mezzanine debt secured by residential, commercial and hotel assets.
(Debbie Bindler bio, Dec 2011) Representation of an institutional lender in a $180 million financing of the construction of a hotel condominium, with multi-state condominium registrations and ongoing local government issues concerning subdivision, modification of the PUD, government grants of easements and permits, and government purchase of a portion of the improvements and payment of a portion of ongoing construction costs.
(Debbie Bindler bio, Dec 2011) Representation of a mezzanine lender in the purchase of two tranches of mezzanine debt, as part of a restructuring of existing mortgage and mezzanine debt, in connection with the resumption of the condominium conversion and renovation of a mixed use condominium hotel located in New York City, including the negotiation of a multi-party collateral assignment and subordination of the spa operator license and management agreements.
(Debbie Bindler bio, Dec 2011) Representation of a mortgage lender in connection with the $145 million acquisition and construction financing of a hotel condominium, involving complex issues relating to a non-discretionary zoning application for increased density, and transfers of development rights and zoning lot mergers among three properties, one of which was landmarked.
(Debbie Bindler bio, Dec 2011) Representation of a mortgage lender in a $98 million financing of a land assemblage for development as office, hotel, and residential buildings, involving multi-property transfers of development rights and various, staged, zoning application and subdivision processes.
(Debbie Bindler bio, Dec 2011) Representation of a purchaser of one tranche of debt in a total of $400 million financing of the acquisition and renovation of a hotel. Closing was contingent upon the settlement of litigation involving a demand for grants of easement rights by adjacent landowners in favor of the borrower which affected access for both properties.
(Patrick Calella for Plaza Hotel) Represent the largest non-sponsor investors in a prominent Midtown Manhattan hotel.
(Public Finance & Not-for-Profit, Dec 2011) An agent bank and lead syndicator, in connection with a transaction to provide credit enhancement for $145 million in first mortgage bonds and $65 million in second mortgage bonds issued to finance the encapsulation and general remediation of environmentally sensitive areas in the New Jersey Meadowlands for subsequent development into golf courses, a hotel and conference center, luxury "for-sale" housing, luxury apartment units and related environmental infrastructure.
(Real Estate - Financing subset, Dec 2011) A Wall Street investment bank in providing construction and participating mezzanine loan financing in connection with the acquisition, development and construction of a condominium resort hotel, spa and residential condominium complex in South Florida, to be managed by a world renowned spa operator.
(Real Estate - Financing subset, Dec 2011) A major (90%) equity investor in the redevelopment of ocean-front hotel property in Miami Beach, Florida, consisting of the conversion of an existing seven-story hotel into an 88-unit condominium hotel, inclusive of units to be made available for timeshare ownership interests, together with construction of a 164-unit luxury high-rise condominium.
(Chuck Liebling and Lenny LaBarbiera for DevCo - Real Estate - Development & Land Use, Dec 2011) Counsel to a non-profit developer in connection with land acquisition, relocation, financing and construction for a hotel/conference center/condominium project in central New Jersey financed with tax-exempt bonds.
(Real Estate - Leasing, Dec 2011) A state sports authority in all aspects of a multi-billion dollar redevelopment of an internationally recognized multi-venue sports complex containing new entertainment/retail, office, hotel, sports stadiums, and public rail access.
(Real Estate - Joint Venture / Equity Investments, Dec 2011) A Wall Street investment bank in several joint venture and mezzanine loan financing transactions in connection with the acquisition, development, and construction of a five-star resort hotel and residential condominium in Telluride, Colorado.
(Workouts & Restructurings, Dec 2011) Counseled an investment group that held mezzanine debt of an entity that owned a New York City hotel, helping the client pursue its rights under an inter-creditor agreement, foreclose a security interest in the corporate borrower pursuant to the Uniform Commercial Code, and recover money judgments against guarantors pursuant to payment guarantees and carve-out guarantees.
(Rob Wilk – Jan 2012) Counsel the promoter of European investor entities in a loan workout with a European bank for a series of defaulted loans totaling $55 million and secured by mortgages on fourteen units in a landmark New York City hotel, including providing strategic options for the parameters of a pre-negotiation agreement to create a relationship between the parties which has successfully averted the commencement of a foreclosure action for over one year, without the borrowers or guarantors waiving any defenses, and allowing the borrowers to retain control of the cash flow and providing an opportunity to find alternate financing.
(Rob Wilk – Jan 2012) Provided analysis and advice to counsel the holder of a Mezzanine Loan on the strategy being pursued by the senior lender in its action to foreclose a first mortgage on a historic New York City boutique hotel.
(Rob Wilk – Jan 2012) Provided analysis and advise to counsel the holder of a Mezzanine loan on the possible effects of the senior lender's steps to foreclose its foreclose its security interest in shares of stock in the owner of a cooperative corporation and in the proprietary leases to units in a historic New York City boutique hotel.
Litigation
(Tina Gagliano bio, Dec 2011) Representation of a lender in litigation involving multiple guarantees in connection with defaults on loan secured by interests in a hotel located in New York City.
(Clark Alpert bio, Dec 2011) Resorts Casino Hotel v. Great Bay t/a Sands Hotel Casino, 1991 WL 352487 (D.N.J. 1991).
(Clark Alpert bio, Dec 2011) Successfully represented casinos in some of New Jersey's leading service-mark infringement cases, including protection of a casino's valuable but unregistered trade name.
(Clark Alpert bio, Dec 2011) Obtained a $29 million judgment on behalf of a casino, then also represented a federal agency in the same matter.
(Bruce Bronster bio, Dec 2011) Represented several Manhattan hotels with nightclubs, as well as standalone nightclubs, in noise-related complaints.
(Litigation - Commercial, Environmental – Toxic Tort, Dec 2011) Represented the N.J. Sports and Exposition Authority in over 30 distinct, multifaceted legal challenges brought by environmental groups, affordable housing advocates, local municipalities, and commercial interests opposed to the Meadowlands Xanadu project, a proposed mixed use development consisting of a 520 room hotel, office towers, and a $2.4 billion sports, retail, and dining and entertainment center at the Meadowlands Sports Complex.
(Bill Cagney bio, Dec 2011) Successfully defended an international casino corporation officer accused by regulators of monetary violations.
Employment
(Scott Matthews – Jan 2012) Represented multiple executives in the hotel industry in the negotiation and preparation of employment and separation agreements.
Tax
(Tax, Dec 2011) Advising clients on a wide range of state and local tax matters, including New York State, Metropolitan Commuter Transportation District, New York City, and New Jersey corporate and individual income taxes, sales and use taxes, and tobacco taxes, as well as special taxes, including New York City Unincorporated Business Tax, Commercial Rent Tax, and Hotel Room Occupancy Tax.
CRUISE SHIPS
(Workouts & Restructurings, Dec 2011) Represented the bankruptcy trustee in the negotiation of a forbearance and reconveyance agreement resulting in a substantial financial recovery involving a day cruise ship berthed in Palm Beach, Florida.
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