SRZ is pleased to host its inaugural Private Equity: Fund and Deal TermsConference on Thursday, October 17 in New York. Topics will include developments in marketing fund terms, mid-market deal terms, planning for general partners and general trends in the financing markets. Participants attending the conference are leading professionals from all areas of private equity including in-house counsel, investment professionals, investors, investment bankers and placement agents. The event is invitation only.

Conference speakers include SRZ partners Stephanie R. Breslow, Robert Goldstein, Robert B. Loper, Ronald B. Risdon, David E. Rosewater, Phyllis A. Schwartz, Joseph A. Smith and Shlomo C. Twerski. SRZ’s highly regarded practitioners represent some of the most active and influential private equity firms worldwide.

“Negotiating the terms of a private equity fund is a collaborative effort. At this conference, we will discuss current trends in fund and deals terms and how to best meet the complex needs of fund sponsors and investors in every phase of the fund, from formation to operation,” said Ms. Breslow, co-head of SRZ’s investment management group, a member of the firm’s executive committee and co-author of Private Equity Funds: Formation and Operation (Practising Law Institute).

“We have advised clients on hundreds of middle market private equity transactions and helped engineer many of the highest-profile private equity deals in recent years,” added Mr. Goldstein, an SRZ partner recognized by The Legal 500 United States as aleading lawyer for private equity transactions. “We are excited to share the deep knowledge that comes with such experience by participating in these discussions on strategic approaches to successful dealmaking.”

Alan S. Waldenberg, chair of the firm’s executive committee and chair of the tax group, commented, “The premier private equity firms rely on Schulte Roth & Zabel because we have a long history as dedicated, practical business lawyers who successfully represent our clients in some of the most sophisticated commercial transactions.”

SRZ is recognized as one of the top law firms in the private equity industry by DowJones Private Equity Analyst. The annual “Most Active Law Firms” survey recognizes the leading law firms that work on private equity and venture capital fund formation, as well as private equity and venture capital transactions.

SRZ represented the CEO of MOD-PAC Corp. and a buyer group in a definitive merger agreement to take the NASDAQ-listed company private. Under terms of the agreement, which was announced April 11, 2013 and closed on Sept. 30, 2013, the buyers paid $8.40 per share in cash to acquire all of the company’s outstanding shares of common and class B stock. The price represents a premium of 53 percent over the closing price of the company’s shares on the last full trading day before the announcement of the acquisition proposal. Buffalo-based MOD-PAC is a leading designer and manufacturer of custom folding cartons for branded and private label consumer products in the food and food service, healthcare, medical and automotive industries.

The SRZ team for this transaction was led by mergers & acquisitions and securities & capital markets partner Peter Jonathan Halasz, and included special counsel Adriana Schwartz and associates Yanjun Wei and Clara Zylberg; tax partner Kurt F. Rosell; litigation partner Howard O. Godnick and former SRZ lawyer Lawrence S. Goldberg.

SRZ partner Eleazer Klein and special counsel Adriana Schwartz recently co-authored two articles on PIPE transactions. In “How to Raise Capital Using a PIPE,” the authors provide an overview of PIPE transactions, including the current regulations regarding applicable PIPEs and key considerations when structuring a PIPE transaction. In “Understanding the Steps for Conducting a PIPE,” the attorneys discuss the main elements of conducting a PIPE transaction, including the required deliverables for both the issuer and investor and the current regulations that govern pre- and post-closing matters. Ele and Adriana co-authored the articles with Lowenstein Sandler partners Steven E. Siesser and Steven M. Skolnick.

These articles are excerpted from Lexis® Practice Advisor, a comprehensive practical guidance resource providing insight from leading practitioners on the topics critical to attorneys who handle transactional matters, and were republished in Law360.

SRZ represented Hale Capital Partners in the sale of its publicly traded portfolio company Telanetix Inc. to Intermedia, a global leader in cloud services and the world’s largest third-party Microsoft Exchange hosting provider. The $55 million transaction, which was announced Jan. 22, 2013 and closed on Sept. 4, 2013, included the assumption of approximately $13 million in net debt and certain liabilities. Bellevue, Wash.-based Telanetix, doing business as AccessLine, provides cloud based communications solutions and next-generation hosted voice services to the small and mid-sized business (SMB) market. Its acquisition makes Intermedia one of the largest providers of cloud voice and hosted PBX services for SMBs. The SRZ team for this deal included corporate & securities partner Eleazer Klein and associate Clara Zylberg.

We are pleased to announce the election of Taleah E. Jennings as partner. The firm also announces the promotion of Laura Angel-Lalanne, Rami Kidouchim, Brian T. Kohn, Neil Robson and Cathy A. Weist to special counsel.

Taleah Jennings, Laura Angel-Lalanne, Rami Kidouchim and Brian Kohn are located in the firm’s New York office. Neil Robson and Cathy Weist are resident in the firm’s London office.

“All of these lawyers have distinguished themselves through their contributions to our clients and the firm,” said Alan Waldenberg, chair of the firm’s executive committee and chair of the tax group. “They are an important part of the firm’s future and we are very proud to recognize their achievements.”

PARTNER

Taleah E. Jennings, a partner in the litigation group, focuses her practice on complex commercial litigation of all types and securities litigation and enforcement matters, as well as employment-related disputes. Her clients are primarily financial services entities, such as investment managers, private equity firms, interdealer brokerage firms and commercial real estate firms. Taleah has litigated cases in various state and federal courts, as well as regulatory and arbitration forums, from the commencement of claims through trials and appeals. She received her J.D. from Rutgers-Newark Law School and her B.S. from the University of Maryland.

SPECIAL COUNSEL

Laura Angel-Lalanne, a special counsel in the individual client services group, practices in the areas of estate planning and administration, trusts, family law, and the creation, administration and taxation of charitable organizations. Laura received her J.D. from Harvard Law School and her B.A. from the University of Michigan.

Rami Kidouchim, a special counsel in the finance group, represents both creditors and debtors (including hedge funds, private equity funds, fund of funds, commercial finance companies and investment banks) in a wide range of domestic and cross-border commercial and corporate finance transactions. Rami also has experience in structuring and negotiating complex secured and unsecured financing transactions, including asset-based and cash-flow financings, acquisition and leveraged financings, private placements and public offerings of debt securities, debtor-in-possession financings, second lien and subordinate debt financings, restructurings and workouts. Rami received his J.D., cum laude, from Brooklyn Law School and his B.S., cum laude, from Yeshiva University.

Brian T. Kohn, a special counsel in the litigation group, practices in the areas of complex commercial, securities, accountants’ liability, mergers and acquisitions, and bankruptcy and creditors’ rights litigation. Brian also regularly represents clients in connection with SEC and other regulatory inquiries and investigations. In his pro bono practice, Brian has frequently worked with the Innocence Project, a non-profit legal clinic focused on exonerating wrongly convicted individuals. Brian is a cum laude graduate of the Benjamin N. Cardozo School of Law and he received his B.A. from Ithaca College. Prior to law school, Brian spent five years as a reporter at several New York newspapers.

Neil Robson, a special counsel in the investment management group, focuses on counseling hedge and private equity funds on operational, regulatory and compliance matters regarding FSA and E.U. authorization and compliance, cross-border issues in the financial services sector, market abuse, anti-money laundering and regulatory capital requirements, formations and buyouts of financial services groups and structuring and marketing of investment funds. Neil graduated from BPP Law School and earned an M.A. and B.A. from University College London, as well as a diploma from Birkbeck College at the University of London.

Cathy A. Weist, a special counsel in the investment management group, focuses her practice on advising European and U.S. investment managers of hedge funds, private equity funds, hybrid funds and fund of funds in all aspects of their business. She also provides advice to clients on general securities law and regulatory matters impacting investment funds and their managers, such as compliance with SEC rules and the marketing of funds in various jurisdictions. She received her J.D. from the New York University School of Law and her B.S. from the University of Utah.

Schulte Roth & Zabel attorneys have collaborated to update and expand Insider Trading Law and Compliance Answer Book 2013, a book published by Practising Law Institute. This comprehensive treatise, which includes a new chapter on insider trading by government employees, offers an explanation of both the basics and complexities of insider trading law.

Written in a question-and-answer format, this new edition fully integrates recent regulatory changes and provides a solid, practical understanding of the legal requirements imposed on all investors. Insider Trading Law and Compliance Answer Book 2013 walks readers through the elements of an insider trading claim, compliance issues, what instruments fit the definition of “securities,” as well as the framework of civil and criminal penalties. In addition, the authors provide an in-depth treatment of the application of the insider trading law to specific issues, including tender offers, private investments in public equity (PIPEs), and “Big Boy Letters.”

Insider Trading Law and Compliance Answer Book 2013 serves as a reference for corporate insiders, investment advisers, compliance personnel, and both sophisticated and lay investors, as well as for the attorneys who advise and represent them. Covering the continuing impact of the Dodd-Frank Act and the first insider trading case involving exchange-traded funds, this timely treatise is a concise road map to help readers safely navigate the major legal regulatory requirements related to insider trading.

SRZ litigation partner Harry S. Davis served as editor and authored several chapters of the book. Additional SRZ chapter authors include litigation partners Eric Bensky, Howard O. Godnick, William H. Gussman, Jr., Marcy Ressler Harris, David K. Momborquette, Martin L. Perschetz, Betty Santangelo, Howard Schiffman, Gary Stein, Michael E. Swartz, Robert J. Ward and Peter H. White and litigation special counsel Michael G. Cutini and Jeffrey F. Robertson; investment management and regulatory and compliance partner Marc E. Elovitz; business transactions partners Eleazer Klein and Marc Weingarten; business reorganization partner Adam C. Harris; and former Schulte lawyer Alan R. Glickman.

SRZ represented Kyo-ya Company Ltd. and its subsidiary, Kyo-ya Hotels & Resorts LP, in connection with the refinancing and repayment of prior indebtedness relating to a portfolio of landmark hotels in Hawaii and California. Goldman Sachs Mortgage Company, a subsidiary of GS Bank USA, funded the $1.85 billion refinancing of new first-mortgage and mezzanine loans. The transaction closed on Nov. 9, 2012.

The portfolio is comprised of the Sheraton Waikiki, the Westin Moana Surfrider, The Royal Hawaiian and the Sheraton Princess Kaiulani, each located in Honolulu, the Sheraton Maui Resort & Spa in Lahaina and The Palace Hotel in San Francisco. Founded in 1961, Kyo-ya is a pioneer in the Hawaiian hospitality industry and today owns and operates hotels and resorts in Hawaii, San Francisco, and Orlando.

The SRZ team representing Kyo-ya on this transaction included real estate partner Jeffrey A. Lenobel and associate Alykhan A. Shivji; business reorganization partner David J. Karp; mergers & acquisitions partner Peter Jonathan Halasz; tax partner Alan S. Waldenberg; and former Schulte lawyer Bruce S. Cybul.

Recent legislative, regulatory and judicial developments relating to insider trading reflect an increased focus on preventing and prosecuting the trading of securities and commodities based on material nonpublic information. Attorneys in the firm’s litigation practice have published the latest issue of SRZ’s Insider Trading Developments
newsletter, which includes an outline of SEC/DOJ actions in 2012 and highlights recent Congressional action, regulators’ aggressive prosecution of “expert network” cases and the broad view that prosecutors and courts are taking of insider trading.

To view the newsletter, please click here.

The Innkeepers USA Trust Chapter 11 reorganization and sale to Cerberus Capital Management LP and Chatham Lodging Trust was named the “Special Situation M&A Deal of the Year” (above $750 million) at the Turnaround Atlas Awards Gala on June 26, 2012 at the University Club of Chicago. The Turnaround Atlas Awards, presented by Global M&A Network, recognizes leaders in the mergers, acquisitions, turnaround and alternative investor communities. The SRZ team handling the deal and related litigation was comprised of business reorganization partner Adam C. Harris and associates Karen S. Park and Neil S. Begley; business transactions partner Stuart D. Freedman; tax partner Alan S. Waldenberg; litigation partners Howard O. Godnick and Michael E. Swartz; and former Schulte lawyers Andrew D. Gladstein and Alan R. Glickman.

Schulte Roth & Zabel attorneys have collaborated to write Insider Trading Law and Compliance Answer Book 2011-12, a new book published by Practising Law Institute. The timely treatise offers a comprehensive and concise road map to help readers safely navigate the major regulatory legal requirements they face and to keep them firmly on the right side of the line separating good research from illegal insider trading.

Noting the recent increase in high-profile insider trading enforcement actions as well as criminal prosecutions and convictions, Insider Trading Law and Compliance Answer Book’s authors integrate recent regulatory changes with a sophisticated understanding of the regulatory, civil and criminal issues that can arise, the potential penalties, and the available defenses. Aimed at attorneys, compliance personnel, corporate insiders as well as both sophisticated and lay investors alike, the treatise provides a step-by-step understanding of the legal requirements imposed upon all investors. It does so in question and answer format to make this complex subject more easily understandable, providing clear guidance for investors and practitioners alike.

Marty Perschetz, co-chair of the Litigation Group and a member of the firm’s Executive Committee, calls the treatise a “superb example of Schulte Roth & Zabel’s well-rounded expertise on the nuances of insider trading law and compliance. We believe that this book provides useful and valuable insights for investors, financial advisers, lawyers and compliance personnel.”

Insider Trading Law and Compliance Answer Book 2011-12 walks readers through the elements of an insider trading claim, explaining the difference between legitimate research that can be acted upon freely and the possession of material, non-public information that may not be utilized in trading. The book also identifies when acting on a “tip” can result in legal liability and discusses the penalties for violating the law. Importantly, the book offers practical advice for avoiding a charge of insider trading, including a chapter devoted to compliance issues.

SRZ litigation partner Harry S. Davis served as editor and authored several chapters of the book. Additional SRZ chapter authors include litigation partners Howard O. Godnick, William H. Gussman, Jr., Marcy Ressler Harris, David K. Momborquette, Martin L. Perschetz, Betty Santangelo, Howard Schiffman, Gary Stein, Michael E. Swartz, Robert J. Ward, and Peter H. White as well as litigation special counsel Jeffrey F. Robertson; investment management and regulatory & compliance partner Marc E. Elovitz; business transactions partners Eleazer Klein and Marc Weingarten; business reorganization partner Adam C. Harris; and former Schulte lawyer Alan R. Glickman.