Corporate

SVES—De-SPAC

Represented SVES, LLC, a leading wholesale distributor of discount fashion, in negotiating and entering into an agreement for its business combination, valued at $632 million, with Relativity Acquisition Corp., a special purpose acquisition company (“RACY”). Following the merger, the combined company will operate under the name “SVES, Inc.” and is expected to be listed on NASDAQ Stock Exchange under the new ticker symbol "SVES."

Refreshing USA—De-SPAC

Represented Refreshing USA, a national automated refreshments company, in negotiating and entering into an agreement for the merger, valued at $160 million, between Refreshing and Integrated Wellness Acquisition Corp, a special purpose acquisition company (“WEL”). Following the merger, the combined company will operate under the “Refreshing USA” name, and is expected to be listed on NYSE under the ticker symbol “RUSA.” 

Union County Savings Bank—Regulatory/corporate

Appointed General Counsel to Union County Savings Bank focusing on bank regulatory and corporate matters.

Iveda Solutions—PIPE

Closed a $5 million PIPE for our client Iveda Solutions, Inc. (Nasdaq: IVDA)—which specializes in IoT platforms that offer service providers a turn-key cloud video surveillance system, smart sensors, and intelligent video search technology—with institutional investors of common stock, pre-funded warrants and warrants. 

Venture Studio Concept—“Spin-out”

Counseled our venture studio client in connection with the formation of the venture studio model and ultimate “spin-out” and commercialization of a new business concept focused on the development of a recycling process optimization software. 

GE Appliances, a Haier Company—Transaction

Represented GE Appliances on a transaction with Midwest Sales and Service.

Siyata Mobile—PIPE deal

Represented Vancouver-based Siyata Mobile Inc. (Nasdaq: SYTA), a global vendor of Push-to-Talk over Cellular devices, in a private investment in public equity (PIPE) transaction involving the sale of a senior secured convertible note and common shares purchase warrant.

BioHiTech Global—Common stock purchase agreement

Represented BioHiTech Global, Inc. (Nasdaq: BHTG), a sustainable technology and services company, in a $20 million Common Stock Purchase Agreement with Keystone Capital Partners.

Axelerex—Reverse merger

Handled the reverse merger of Biosecurity Technology, LLC, which provides business solutions designed to reduce the risk of transmission of infectious diseases, into Axelerex Corp. (OTC: AEXL), and the simultaneous private placement of its common stock.  

A&R Logistics—Transportation and logistics advice

Served as transportation counsel for A&R Logistics, Inc., one of North America’s leading providers of bulk products supply chain services, in its acquisition of First Choice Logistics, a provider of bulk liquid transportation and logistics services to the chemical industry. 

Industrial electrical contractor—Merger

Represented an industrial electrical contractor with instrumentation and telecommunications capabilities in connection with the merger of an affiliated commercial electrical contractor. 

Differential Venture Capital Fund—Financing

Represented Differential Venture Capital Fund, L.P. as lead investor in the $3.2 million Series Seed Preferred Stock Financing of Luther, Inc. Luther is augmenting human memory using AI to “Retain, Reinforce & Recall.” The founders describe the company as “Google for your memory.”

PM Legal and E-Law—Sale

Represented PM Legal, LLC of New York and E-Law, LLC of New Jersey and their members in their sale to a portfolio company of Lexitas, a national legal support services company headquartered in Houston, Texas. PM Legal provides process service, investigations and other court services in New York and New Jersey, and E-Law offers electronic calendar tracking of New York and New Jersey cases.

Clear Channel Airports—Airline advertising contract negotiation

Represented Clear Channel Airports, the Americas-based airports business of Clear Channel Outdoor Holdings, Inc. (NYSE: CCO), and one of the nation’s leading airport media providers, in the negotiation of the largest airport advertising and sponsorship contract in the U.S. with the Port Authority of New York and New Jersey.

A&R Logistics—Transportation and logistics advice

Represented A&R Logistics, Inc., one of North America’s leading providers of bulk products supply chain services, as transportation counsel in its acquisition of L.T. Harnett, a provider of bulk liquid and dry transportation and logistics services to the chemical, food, and agricultural industries. Following A&R’s acquisition of First Choice Logistics in February 2020, for which we also provided transportation counsel, LTH is A&R’s second acquisition of a bulk products supply chain services provider in the past six months. 

Becton, Dickinson—Offerings

Represented Becton, Dickinson and Company (NYSE:BDX) as New Jersey counsel in connection with registered public offerings of $1.5 billion of common stock and $1.5 billion of depositary shares representing underlying preferred shares.

$30 billion state pension plan—Limited partnership investments

Provide ad-hoc representation to a $30 billion state pension plan in its limited partnership investments and in connection with such representation, provide Delaware law advice with respect to various matters, including fiduciary duty waiver provisions.

Metuchen Savings Bank—Merger

Represented Metuchen Savings Bank in its merger with Manalapan Bank. 

Multi-national electrical manufacturer—Acquisition 

Represented a multi-national electrical manufacturer in connection with a $17 million acquisition of the assets of an Ohio-based manufacturer of digital audio distribution systems.

International industrial group—Stock acquisition

Represented an international industrial group in connection with its $110 million stock acquisition of a manufacturer of fiber optic and cable assemblies for the datacom and telecommunications industries.

Esports company—Preferred financings

Represented an esports company, operating an online platform that connects gamers with video game coaching services, in connection with multiple rounds of financings. 

Chinatown Federal Savings Bank—Merger and all corporate matters

Represented this community savings bank in all corporate matters, including its merger with Hanover Bank.

New Jersey Bankers Association—Contracts and corporate matters

Representing this trade association in all corporate matters, including contracts.

Union County College—All corporate matters

Representing the Union County College Board of Trustees and Board of Governors in all corporate matters.

Investors Bank—Acquisition and regulatory matters

Advised this New Jersey–based bank in various regulatory matters and, in particular, the acquisition of Gold Coast Bank and the acquisition of the NJ and Pennsylvania branch operations of Berkshire Bank.

International industrial engineering and manufacturing firm—Acquisition

Represented an international industrial engineering and manufacturing firm in a multi-million dollar transaction in connection with the acquisition of a leading independent service provider for gas turbines in the US.

UK listed life sciences company—Cross-border acquisition

Represented a UK listed life sciences company in connection with a $17 million acquisition of the stock of a pharmaceutical products services company.

Financial services publicly traded company—Stock acquisition

Represented a publicly traded financial services company in connection with a $425 million stock acquisition of an information and financial advisory services company.

Medical device manufacturer—Acquisition

Represented a medical device manufacturer in connection with a $12 million acquisition of the assets of a medical device distribution company.

Environmental sustainability services company—Sale

Represented a New York-based environmental sustainability services company in a multi-million dollar cash and stock transaction in connection with its sale to a publicly traded company in the energy management and sustainability services sector.

Educational resource catalog company—Sale

Represented an educational resource catalog company in connection with its sale to a national distributor of a wide range of products to schools, hospitals, camps, and recreation facilities. 

Specialized conference space provider—Private equity fund investment

Represented a developer and provider of specialized conference spaces and integrated services for off-site professional meetings, in connection with the issuance of senior secured notes to private equity funds that invest in debt and equity in lower middle market companies.

Multinational investment bank and financial services company—Acquisition 

Served as Delaware counsel to a multinational independent investment bank and financial services company with over $500 billion in AUM in its acquisition of a large integrated waste company. This deal was valued over $600 million.

UK listed property company—Acquisition

Served as Delaware counsel to a UK listed property company on an acquisition of a portfolio of industrial assets in the UK, held by a Delaware limited partnership (acting by a Delaware GP).  This deal was valued at over £100 million pounds.

Industrial manufacturing company—Delaware corporate and limited liability

Serve as Delaware counsel to a diversified global industrial manufacturing company on Delaware corporate and limited liability company law matters.

Esports collegiate production company—Sale of assets

Represented an esports collegiate production company in connection with its sale to a private equity backed esports entertainment platform. 

State pension plan—Limited partnership investments

Represented a state pension plan in connection with its limited partnership investments in multiple private equity firms.

Construction company—Acquisition

Represented a refractory lining and chimney construction-related business in its acquisition of a company specializing in masonry and steel structures, as well as in its acquisition of a company engaged in the construction of large industrial chimneys and tall specialized structures.

Infrastructure company—Acquisition

Represented a provider of bulk liquid terminal services in its acquisition of a New Jersey-based owner/operator of a co-generation facility.

Pharmaceutical company—Sale

Represented a leading pharmaceutical company in the sale of its research facility to a strategic buyer.

Greater Plainfield, NJ, Habitat for Humanity—Acquisition

Represented the Greater Plainfield, New Jersey chapter of Habitat for Humanity in the acquisition of the Middlesex County, New Jersey chapter of Habitat for Humanity.

Educational institution—Loan

Represented a major for-profit school in connection with it obtaining a secured term loan facility.

Specialty chemical company—Acquisition

Represented a specialty chemical company in connection with the purchase of the assets of a company dedicated to developing and providing superior animal health solutions. 

Multi-million-dollar private equity firm—Investments

Represented a multi-million-dollar private equity firm that invests in mezzanine debt and equity in lower middle market businesses across the United States. We assisted in its investment in an industrial safety supply distributor selling personal protective equipment ranging from hard hats and fall protection to gas detection equipment and hazardous material handling gear.

Insurance company—Merger

Represented a major insurance company in connection with a closing of the sale of its insurance group to a California-based insurance company and simultaneously merged their respective affiliated holding companies, a deal valued in excess of $250 million.

Broker dealer—Sale

Represented a Florida-based broker dealer with $2 billion in assets under management in a sale of its assets to another broker dealer in a stock transaction.

Mid-Atlantic insurance company—Series A Preferred investment

Represented a major Mid-Atlantic insurance company in connection with a $3 million Series A Preferred investment in an Atlanta-based digital marketing and e-commerce venture.

Proptech company—Capital raising

Represented a modern real estate brokerage platform, operating a real estate discount listing service, in connection with capital raising efforts.

Medical device start-up—Commercial arrangement with Fortune 50 Company 

Represented a medical device start-up in the structuring of a complex commercial arrangement with a Fortune 50 company.

Media technology company—Joint venture agreement

Represented a media technology company in connection with an international joint venture agreement.

Subsidiary of a shoe and apparel company—Delaware law matter

Served as counsel to a subsidiary of a publicly-traded shoe and apparel company on a Delaware law matter.

Life sciences company—Preferred financings

Represented a life sciences company that develops quality surgical illumination devices in connection with multiple rounds of financing.