Representative Transactions

KB&G’s Corporate Law and Business Planning and Mergers, Acquisitions and Transaction practice groups, headed by Harry C. Beatty, structures, negotiates and drafts the documentation for and closes a wide variety of transactions, with a growing emphasis, in conjunction with the Hospitality Group, on restaurant, bar and club related transactions. Representative transactions handled by KB&G include:

  • KB&G acted as special United States counsel for the Canal Toys S.A. group in connection with a cross-border, multi-million dollar investment in the group by a French hedge fund, including the creation and issuance of convertible preferred stock in Canal Toys USA, Inc., the United States subsidiary.
  • KBG’s corporate group represented METROPOLITAN Newspaper Advertising Services, Inc. in negotiating and implementing a $12,000,000 financing facility with Versant Funding LLC.
  • Harry Beatty and Deirdre Fletcher, with the assistance of McConnell Valdés LLC as local Puerto Rico counsel, represented Destilería Serrallés, Inc. in negotiating and implementing a $40,000,000 revolving credit facility with Bank of America, N.A.
  • KB&G’s hospitality, real estate and corporate groups represented FJP Hospitality Group, Inc. in all organizational matters, as well as in the negotiation and consummation of the lease for its new TAVO restaurant in Manhattan for celebrity chef Julieta Ballesteros and her investor partners.
  • Harry Beatty and the corporate law group represented Destilería Serrallés, Inc. in extended and complicated negotiations with the Commonwealth of Puerto Rico and its agencies, including its Treasury, Government Bank and the Puerto Rico Industrial Development Company, to establish Trust and Lock Box arrangements with Citibank, N.A. securing for DSI and other Puerto Rican rum producers the payment of production incentives consisting of “cover over,” that is, the excise taxes remitted to the Commonwealth by the U.S. Federal Treasury. The arrangement provides security with respect to hundreds of millions of dollars a year owed to the rum producers.
  • Harry Beatty and the Corporate Law group represented DAVOS Brands in acquiring the master distribution rights in the United States to the Sombra mescal and the Astral tequila brands.
  • Harry Beatty and the Corporate Law group represented Bermuda Motor Car Renting Co., Inc. in establishing a joint venture with Alpine Limousine and Precision Limousine International Inc.
  • Harry Beatty and the Corporate Law group represented Davos Brands in acquiring the master distribution rights in the United States to the award winning American Aviation Gin brand.
  • Harry Beatty and the Corporate Law group represented TY KU LLC, doing business as Davos Brands, in acquiring the master distribution rights in the US to the Real McCoy line of award winning premium aged rums, as well as an equity interest in Real McCoy Spirits Corp. The rums and the original Prohibition “rum runner,” Captain Bill McCoy, are the subject of a 2012 Emmy award winning documentary film produced by Bailey Pryor, the CEO of Real McCoy.
  • Harry C. Beatty and the Corporate Law group represented TY KU LLC in acquiring the master distribution rights in the US and Canada to the ZYR premium Russian vodka brand.
  • KB&G represented its long-time client, Sultana Distribution Services Inc., in the negotiation, structuring and implementation of a first-of-its-kind Master National Re-Distribution Agreement with the Ferrara Candy Company, a leading manufacturer of candy and confections.
  • KB&G structured and implemented a joint venture between its long-time client, Destileria Serrallés, Inc., and a group headed by Rande Gerber, the hospitality impresario, for the development, launch and distribution of the new super premium rum brand, Caliche.
  • KB&G represented Mark Ross & Co., Inc., an insurance brokerage firm, and its affiliate, R-2004, LLC, including in their relations with their hedge fund partner, in the creation of a sophisticated, cutting-edge life insurance derivative products program, involving loan, funding, servicing and brokerage agreements among a number of special purpose vehicles and other entities for the purpose of acquiring and selling or owning life insurance policies obtained by wealthy individuals.
  • KB&G represented Destileria Serralles, Inc. in connection with the establishment of a long-term exclusive supply agreement with Diageo Inc., the world’s largest liquor company, in settlement of Serralles’ claim to a right-of-first-refusal claim on the Captain Morgan Spiced Rum brand.
  • KB&G represented Virgin Cola USA, Inc., an affiliate of Richard Branson’s Virgin Trading group, in the establishment of bottling and distribution arrangements for the United States, including handling trademark licensing and cola concentrate supply issues and agreements.
  • KB&G represented Royal Crown Cola, then a subsidiary of the Triarc Group, in its Northeast distribution arrangements, including at the original Yankee Stadium, and in purchasing bottling facilities from C&C Cola, Inc.
  • KB&G represented Consultoria Internacional Casa de Cambio and its affiliate Latin Financial Services, LLC, financial services companies with operations based in Mexico, in connection with the commercial settlement of a dispute regarding their investment in a series of related companies.
  • KB&G represented Southern Peru Copper Company, a mineral and mining company, in its negotiation of a Power Purchase Agreement concerning the acquisition of necessary electricity to establish and operate a major new mine in Peru.
  • KB&G represented Clay Paky S.p.A., an Italian-based manufacturer of professional lighting equipment for artistic productions, in connection with the reconfiguring of its United States distribution arrangements.
  • KB&G represented Corporate Jet Support, Inc., in connection with its purchase of surplus airplane parts and supplies from Motors Liquidation Company, the successor in bankruptcy to the rights of General Motors Corporation.
  • KB&G represented Flag Wharf Inc., a diversified real estate investment and management company, in connection with the successful interpretation of provisions relating to the investment of compensating balances under mortgage related agreements and arrangements.
  • KB&G represented Asarco Inc., a mineral and mining company, in connection with the restructuring of debt, and the establishment of revised commercial relations and terms, with Glencore Ltd.
  • KB&G represented Kemark Financial Services, Inc., in connection the structuring, negotiation, regulatory approval and documentation of its acquisition of Securities Transfer Agents Medallion Program, Inc., a not-for-profit entity with a proprietary signature guarantee program for securities transactions.
  • KB&G represented Norel Paper Corporation in a shared technology licensing arrangement with Storopack, Inc., a subsidiary of Storopack H. Reichenecker GmbH & Co., a major international packaging manufacturer and distributor.
  • KB&G represented IDT Corporation and Union Telecard Alliance LLC in their acquisition of Ethnic Grocery Brands, LLC, d/b/a Vitarroz, a wholesaler and distributor of food products targeted to ethnic communities.
  • KB&G represented the owners of Norel Paper Corporation, a manufacturer and distributor of packaging materials, in the sale of Norel’s business to Alco Standard Corporation.
  • KB&G represented Sultana Distribution Services Inc., in the establishment of its national U-Select® Bulk Candy Program, handling the national distribution arrangements as well as the retail participation agreements with national supermarket chains.
  • KB&G represented CPI Packaging, Inc. in a joint venture with Storopack, Inc., a subsidiary of Storopack H. Reichenecker GmbH & Co., involving the establishment of manufacturing facilities with defined territories utilizing proprietary technology developed by CPI.
  • KB&G represented the owner of Foremost Corrugated Company, a manufacturer and distributor of corrugated products and other packaging materials, in the sale of Foremost’s business to Unisource Worldwide, Inc.
  • KB&G represented the owners of Tec Pack, LLC, a packaging service and procurement company, in the sale of its Tec Packs business to xpedx, a division of International Paper Company.
  • KB&G represented the minority member of Union Telecard Alliance, a wholesaler and distributor of pre-paid calling cards, in the sale of its interest to its partner, IDT Corporation.
  • KB&G represented Union Telecard Alliance in connection with its acquisitions of Touch-N-Buy, LLC and Checks For You LLC.
  • KB&G represented Specialty Conversion, LLC, an affiliate of International Cushioning Company LLC, in connection with its acquisition of the assets of Action Corrugated Supply LLC.
  • KB&G represented CPI Packaging, Inc., in two transactions relating to its acquisition of the loose fill packaging material businesses of Packaging Converters, Inc. and Polysource Inc.
  • KB&G represented Kemark Financial Services, Inc., in connection with creation and establishment of SV Program Management, Inc., and its proprietary signature validation program for signature guarantees outside the securities transaction arena.
  • KB&G represented Destileria Serralles, Inc., in connection with the negotiated termination on favorable terms of its supply agreement with Diageo Inc.
  • KB&G represented Destileria Serralles, Inc. in connection with the establishment of its U.S. distribution network, and currently is reconfiguring its U.S. distribution network within a wholly-owned subsidiary.
  • KB&G represented management in connection with the leveraged acquisition of Metropolitan Sunday Newspapers, Inc., now METRO Newspaper Advertising Services, Inc., a newspaper cooperative established in 1938 to facilitate ad insertions in newspaper products.
  • KB&G represented Warrantech Corporation, a pioneer in the service contract and extended warranty industry, in its formation and the structuring of its insurance-based programs, including obtaining regulatory approval throughout the United States, and later assisted in taking Warrantech public.
  • KB&G represented BTB Management Group in connection with the structuring, negotiation, and documentation of its sale to the SONY Music Group of its copyright interest in “(I’ve Had) The Time of My Life”.

Testimonials

When Jack took on my wrongful termination case, he immediately understood the value of my employment agreement because he writes them himself. He was exactly what I needed in a lawyer. He stood up to a large technology corporation and got me everything I was owed.

Josh Segal

During the sixteen years that KB&G has represented Sultana, it has grown into one of the region’s largest confectionery and food product distributors. Michael and his dedicated team earned my trust many years ago and now handle all aspects of our business including financing, employee matters, distribution agreements, real estate transactions, commercial litigations, and special projects which require cutting-edge contracts.

Brian Gold
Owner and President, Sultana Distribution Services Inc.

Being an attorney, I can tell you that there are many firms that can analyze the legal positions but few that can utilize that knowledge and bring about an extremely positive result for the client, which KB&G has done in its representation of us.

Thomas J. Cannon, III, Esq.
Flag Wharf Inc.

Harry understands business issues, not just the legal side of business. And whenever I call him, I get a response right away. If a contract needs to be written, it happens. That day.

Christian W. Breitweiser
Corporate Jet Support, Inc.

KB&G did an excellent job representing us in an extremely complex matter relating not only to asset-based financing in the real estate arena, but also public securities issues. Harry Beatty and Michael Kent were not only absolutely on point on the legal issues, but they were also able to bring about a practical economic solution to our over $50 million problem.

Thomas J. Cannon, III, Esq.
Flag Wharf Inc.