Corporate, Finance & Business Transactions

We provide practical advice regarding all business matters, from simple governance issues to complex corporate transactions.  We assist companies in achieving their short- and long-term business objectives, whether they are public corporations, closely held and family owned businesses, or sole proprietorships.

We have experience in many industries and market sectors, including, finance, venture capital, private equity, manufacturing, distribution, professional services, technology, pharmaceutical, health care, insurance and surety.  We frequently work closely with firm members in other practice areas in order to achieve practical and cost-effective solutions to our clients’ business challenges. We pride ourselves on client service, and make ourselves available to address our clients’ needs regardless of the day or time.

Many of our clients require frequent or even daily advice on legal and operational matters, but they elect not to hire in-house counsel. With experience in all areas of corporate law and governance, including, without limitation, commercial and contract matters, succession planning, financing matters, and liquidity events, Cole Schotz attorneys are here to help you navigate the issues facing business owners in today’s complex marketplace. Our attorneys draw on years of legal experience and seasoned business acumen to offer practical, cost-effective business solutions while minimizing risk. As a part of your team, we invest in your long-term prospects, act as trusted advisors, and partner with you to help you realize your business goals.

Within each of our department’s sub-groups, we have experienced attorneys providing high caliber, cost efficient legal advice with respect to such matters as: choice of business entity and related tax consequences; partnership; operating and stockholder agreements; corporate governance; taxable and tax-free mergers and acquisitions; asset acquisitions and divestitures; subsidiary spin-offs; leveraged buyouts; debt and equity financing transactions; private placements, private equity, real estate and other alternative investment funds; federal and state securities law compliance; the structuring of seed and venture capital investments; joint venture agreements; employee/employer agreements; deferred compensation arrangements (including stock option plans and stock appreciation and restricted stock agreements); non-compete and non-solicitation agreements; manufacturing, distribution and supply agreements; software development and licensing agreements; patent and trademark licensing agreements; and e-commerce and website development and hosting agreements.

Cole Schotz represented The RJM Fund, as a principle interest holder, in connection with Morgan Properties’ portfolio acquisition of nearly 80 apartment communities encompassing approximately 15,000 units across eight states. This milestone transaction rose Morgan Properties into one of the top 5 owners of multifamily real estate in the nation. Our representation included advising our client on numerous legal issues involving corporate structure, tax, real estate and litigation. The deal team was led by members John S. Stewart and Joseph Barbiere and included member Alan Rubin and associate David B. Borsack.

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Cole Schotz represented a client, a producer of organic beverages and bottled water, in connection with a multi-million equity private placement, including an investment by The Coca Cola Company. Our corporate team has represented the client, and certain affiliates, from the early conceptual stages through start-up, development and significant equity raises, bank finance and strategic relationships. We represent the client as transaction counsel, as well as its outside general counsel.

The Cole Schotz corporate team included member Jennifer L. Horowitz and associates Rimma Tsvasman and Joseph B. Doll.

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Cole Schotz P.C. represented Delos Capital in its majority investment in US Fitness, the leading operator of high amenity, high value health and fitness clubs across the Mid-Atlantic and Southeast United States. HRS Management, the family office of Apollo Management co-founder Joshua Harris, invested alongside Delos.

US Fitness, which operates the Onelife Fitness, Crunch Fitness, and Sport & Health brands, has 46 club locations that encompass 2.5 million square feet. The health clubs feature state-of-the-art fitness equipment, individual and group personal training and group exercise classes for all fitness levels including Pilates, yoga, dance, metabolic training and all of the latest in effective workouts. US Fitness will be opening six new clubs in 2018 in Maryland, Coastal Virginia, and Atlanta, and with the new investment, the company plans to add five to six clubs each year over the next five years.

The Cole Schotz team was led by members James Stefanick and James Kim and associates Samantha Epstein and Rimma Tsvasman.

You may view a press release with more details here.

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In early March, Cole Schotz successfully represented Prestige Land Rover, Inc. in the sale of its Land Rover and Jaguar dealerships to Penske Automotive Group. The transaction, for which negotiations began in November 2016, also involved the purchase and lease of real property in New Jersey, the payoff of a secured lender with liens on the Land Rover and Jaguar dealerships, and various license agreements. The Paramus Land Rover and Jaguar stores are the number 1 volume dealers of new Land Rover and Jaguar automobiles in the United States.

The Cole Schotz team included Mitchell Abrahams, Barry Schwartz, Joseph Armenti, Jennifer Horowitz, Marcie Horowitz, Rosanne Cohen and Kim McEllen.

Coverage of the transaction can be read here.

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American Media Inc., publisher of The National Enquirer, Star, OK!, and Radar Online, has acquired celebrity-centric Us Weekly from Wenner Media.

AMI touted its glossy new addition as “a cultural reference point that provides the most timely and current entertainment and lifestyle news through the lens of celebrity to a total audience of more than 50 million young and affluent consumers.”

The Cole Schotz team included Alan Rubin, Roger Iorio, Chris Kula, Rimma Tsvasman, Joseph Armenti, David Rubenstein, Randi Kochman, Arianna Christopher, Neoma Ayala, and Arnold Picinich. The team provided counsel to the purchaser on all aspects of the acquisition, including the bidding process, the negotiation of the asset purchase agreement and related agreements, due diligence matters, and Hart-Scott-Rodino filings with federal regulators in conjunction with anti-trust co-counsel Ropes and Gray. In addition to corporate work, the transaction featured a significant intellectual property component in connection with conveying the copyrights and trademarks of the brand and related print and digital assets, as well as real estate license agreements for the use of US Weekly space in connection with the transition services agreement, and employment-related matters.

Methuselah Advisors acted as financial adviser to Wenner Media and Skadden, Arps, Slate, Meagher & Flom acted as its legal counsel.

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Ultimate NeV has sold its UFC GYM facility in Miami, Florida to A-ROD CORP, together with development rights for more UFC GYMs in Miami-Dade County. Jim Stefanick provided counsel on the terms of the disposition.

Ultimate NeV, founded in 2008, has 133 clubs globally and more than 140,000 members. A-ROD CORP, a private holding company, focuses on real estate and construction, high-end fitness centers, and automotive dealerships. Read more in the Miami Herald.

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Cole Schotz represented Stonemar Properties, in the formation of a joint venture with a national investment management firm, and the acquisition of a mixed-use property in Charlotte, North Carolina for a purchase price of over $40 million. The representation included serving as co-counsel with counsel for our client’s joint venture partner in connection with the closing of over $30,000,000 of acquisition financing, and serving as our client’s corporate and securities counsel in connection with a capital raise in a private placement offering.

The Cole Schotz team included Jordan Fisch, Leo Leyva, Jordan Metzger, Jennifer Horowitz and Rimma Tsvasman.

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Cole Schotz represented Wiredrive in a business combination with MediaSilo. Both companies are industry leaders in providing secure video collaboration and sharing solutions for creative professionals. The merger creates the largest video collaboration SaaS provider with more than 1,800 customers in advertising and media and entertainment. The joint entity also raised $7M in growth capital from Boston-based private investment firm, Schooner Capital, in connection with the deal to support rapid growth and development of the next generation of rich media collaboration tools for agencies, brands, production houses, and entertainment companies.

The Cole Schotz team consisted of James G. Stefanick, James Kim, Alan Rubin, Rimma Tsvasman and Sara Veith.

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The Gallery, a new company created by Gary Vaynerchuk, acquired PureWow, a women’s lifestyle digital media company geared towards the Upper Millennial and Gen X female with its focus on fashion and beauty, food and travel, home décor, tech, health and more.

The team of Jim Stefanick, Alan Rubin, Arianna Christopher and Rimma Tsvasman from Cole Schotz provided counsel on the terms of the acquisition including a review of potential tax and intellectual property issues.

PureWow, founded in 2010, has 67 employees in New York, Los Angeles and Chicago. The Gallery, together with its affiliate VaynerMedia, has more than 700 employees in six offices nationally and in London.  Read more in The Wall Street Journal.

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Over the past several months a team of Cole Schotz attorneys lead by Jordan Fisch (co-chair of the firm's Corporate Department) represented Gracious Home, a recognized luxury home décor retailer in New York City, in connection with a successful refinance and restructuring of the company's existing debt and with respect to a sale by Americas Retail Flagship Fund, LLC, the parent company of Gracious Home, of a majority interest in Gracious Home. Assisting Jordan Fisch with the closings of both transactions were Robyn Pellegrino, Joseph A. Armenti, and Griffin Doty, all members of the firm's Corporate Department.