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Corporate
$185 Million Merger
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.
$202 million secured credit facility
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.
Dissident Shareholders Obtain Board Seat
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.
Acquisition of Leading Luggage Company
We served as counsel to Randa Corp., a privately held men's accessories company, in the $63 million acquisition of Badanco Luggage, the third largest luggage company in the United States. In connection with the acquisition, we represented the company in obtaining over $40 million in secured credit facilities with two major lenders.
Strategic Acquisitions by Nasdaq Global Select-Listed Company
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.
$137 Million Sale of Businesses and Assets and Subsequent Dissolution
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.
$620 Million Public Merger - 250+ Restaurants
We 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.
Hostile Tender Offer for NYSE-listed Company
We represented a hedge fund in its unsolicited $100 million cash tender offer for a NYSE-listed company. After issuing a number of "fight letters" and commencing a consent solicitation to remove the board of directors of the target company, we were successful in negotiating a friendly merger transaction. We also represented our client in obtaining the required debt financing to consummate this transaction.
Debt Tender Offer for Hotel and Casino Operator
We 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. We prepared all of the documentation and coordinated the process through which our client repurchased all of its outstanding notes, amended the related indenture and obtained the release of the underlying collateral.
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