We served as counsel to the buyer in connection with the acquisition of substantial commercial real estate in New York City. The firm handled all aspects of the real estate transaction including negotiation of the purchase and sale agreement and amendments, due diligence with respect to title, survey, existing tenant leases, declaration regarding cross easements and other related matters, as well as all aspects of pre-closing and closing.
We represented a New York-based private real estate company in a multi-tranche debt and tax credit financing that included Rhode Island Ready Incentive Financing, Rebuilt Rhode Island Tax Credit monetization, a mezzanine bridge loan, and a senior secured construction loan. Our work included negotiating a benefits agreement and structuring job-creation-based repayment terms for infrastructure improvements under the Rhode Island tax credits to collateralize a bridge loan; advising on intercreditor and subordination terms for mezzanine financing backed by tax credit proceeds; and serving as local counsel for a senior secured construction loan supporting the development of a new distribution facility.
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We served as lender’s counsel to a private investment firm in connection with its extension of acquisition financing to a private equity firm acquiring a company engaged in developing, licensing, and marketing a digital marketing and analytics platform for financial institutions. The borrower’s platform enables banks, credit unions, and other financial service providers to efficiently deliver personalized loan, deposit, and insurance offers to both existing and prospective customers. The financing package included a term loan at closing and a delayed-draw term loan facility, together with an equity kicker component. Our team advised on the structuring, negotiation, and tax considerations of the equity kicker, as well as all aspects of the financing from structuring through documentation and closing.
We served as counsel to a prominent private investment firm in connection with the upsize of an existing credit facility for a multistate HVAC residential and commercial services company. The transaction increased the borrower’s delayed draw term loan capacity to support future growth initiatives, bringing the total facility to over nine figures. Our team handled all aspects of the transaction, including negotiating an equity kicker via a warrant for the client.
We served as lender’s counsel to a New York City-based private investment firm in connection with credit facilities to a borrower in the television and radio broadcast sector that operates stations affiliated with the Big Four networks across the U.S. The facilities were used to refinance existing debt and fund the acquisition of additional stations, expanding the borrower’s nationwide operations. Our team managed all aspects of the transaction, including navigating complex regulatory considerations, negotiating loan documentation, and structuring solutions to address the borrower’s multi-jurisdictional footprint.
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We represented a New England-based client in a joint venture agreement for the development of a 40B apartment project. The matter involved both registered and unregistered land, title matters, the development of easements and use restrictions and negotiation of a complex joint venture agreement involving partnership terms, commercial loan documents and construction contracts.
We served as sponsor’s counsel in connection with the formation of various private funds and their Regulation D offerings to support the acquisition of prime real estate in Texas, Florida, and the heart of New York City. Our team prepared all fund and offering documentation—including the private placement memorandum, subscription agreement, and limited liability company agreement—guiding the sponsor through every stage from structuring to execution.
Represented a Miami-based private real estate investment sponsor in the formation of a $100 million fund focused on the acquisition and repositioning of small bay industrial assets across key U.S. markets. The engagement involved the design and implementation of a sophisticated master fund and blocker structure incorporating portfolio investment entity (PIE) notes to accommodate a diverse investor base and achieve tax-efficient outcomes. Our team advised the sponsor through all stages of the fund launch, including the preparation of private placement memorandum and related offering documents, and strategic structuring.
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We served as sell-side counsel to a restaurant-focused technology and consulting firm specializing in supporting multi-unit restaurant operators, in its sale to a leading B2B technology and procurement platform serving the foodservice industry. Our team advised the client throughout the transaction life cycle, including negotiation and drafting of the purchase and sale agreement involving a combination of cash consideration and rollover equity. We also handled executive employment agreements and a complex, multi-faceted earnout structure tied to post-closing performance metrics.
We secured a six-figure judgement on behalf of several former restaurant employees in Rhode Island for violations of the Fair Labor Standards Act and Rhode Island Minimum Wage Pay Act. The restaurant failed to pay our clients proper overtime and wages in a timely manner, resulting in an award of liquidated damages and attorney’s fees and costs to our clients.
Andrew J. Adams and Kevin P. Gildea of DarrowEverett LLP’s Labor & Employment Practice Group secured a significant victory for and employer at the New Jersey Appellate Division, which affirmed a summary judgment ruling from late 2023. The case was originally brought by a former employee alleging discrimination under the New Jersey Law Against Discrimination and as a common law Pierce action based upon alleged public policy violations arising during the early days of COVID-19. The appeal, argued in December of 2024 and decided on January 21, 2025, affirmed summary judgment in favor of the employer on all counts.
The Appellate Division upheld the dismissal of all four counts of the Plaintiff’s amended complaint, stating that “Based upon our de novo review, we conclude that plaintiff failed to meet her burden of identifying the existence of any clearly mandated public policy, which was violated by [the employer]” and rejecting plaintiff’s contention that future regulatory mandates should be considered in determining the existence of public policy. The Appellate Division also determined that the plaintiff had produced no evidence to support the claim that her termination was pretextual or motivated by discriminatory intent.
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