The Deal Reports on Madison 92nd Street Bankruptcy
Silverman Handles Acquisition for Alleghany
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.
Representing Starboard Value in a proxy contest for full control of Darden Restaurants’ Board of Directors. Starboard, one of Darden’s largest shareholders, nominated a slate of twelve highly qualified director candidates for election at Darden’s 2014 Annual Meeting. The nominations come on the heels of Darden’s announcement that it has agreed to sell Red Lobster despite the Special Meeting called by Starboard to discuss shareholder concerns with such a sale.
Won a second appeal in a dispute between client Le Parker Meridien and its neighbor. The neighbor sought a court order to require that Le Parker Meridien move a sidewalk bridge for work it was conducting on its property, to accommodate the neighbor’s erection of a crane. After winning at the appellate division, blocking the neighbor’s attempt to forcibly move the sidewalk bridge, the neighbor brought causes of action against Le Parker Meridien for abuse of process, tortious interference with contract and prima facie tort. Olshan was successful in having those claims dismissed by the trial court, and, on the neighbor’s appeal, the appellate division affirmed our arguments.
Successfully convinced the First Department to grant summary judgment in favor of client Laurent Imbert on a claim brought by plaintiffs LCM Holdings GP, LLC and LCM Interest Holding, LLC, which sought to compel Imbert to forfeit his one-third membership interest in those entities. Imbert, a founder and former manager of LCM, had sought summary judgment in the New York Supreme Court on LCM’s claim, on the grounds that neither Delaware law nor the governing operating agreements permitted such forfeiture. The First Department agreed, reversing the Supreme Court’s denial of Imbert’s motion, and declaring that Imbert continues to own his shares in the subject companies and is not required to sell those shares to plaintiffs.
Represented Point Blank Enterprises, an international leader in the design and manufacture of body armor, in obtaining a broad injunction enjoining former Point Blank employees from starting up a competing body armor business. A Florida judge agreed with Olshan and Florida counsel, Berger Singerman LLP, that the ex-employees had misappropriated Point Blank’s confidential information and breached their non-compete and non-solicitation agreements and should be sidelined for 4½ months. The court further held that the former employees would be prohibited from soliciting Point Blank’s customers and employees for 16½ months.
New York State Supreme Court, Commercial Division, ruled in favor of Olshan clients, including Accipiter Capital Management, LLC, stating that a lack of damages and the Delaware business judgment rule blocked an investor's claims of grossly negligent management of her hedge fund interests.