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:

• KBG’s Corporate Group represented ONC Capital LLC in establishing a $22,000,000+ credit facility with Peapack-Gladstone Bank consisting of a revolving line of credit, a term loan and a delayed draw acquisition term facility.

• KBG’s Corporate Group represented Bluebird Botanicals, a long-time firm client, in shaping and implementing its outsourcing initiative by negotiating co-packing and fulfillment agreements with Vitalpax, Inc., Factory 6, Inc. and Falcon Fulfillment, Inc.

• KBG’s Corporate Group represented Genomma Lab Internacional, S.A.B de C.V. in its establishment of a 50/50 joint venture collaboration with Oravax Medical Inc., a subsidiary of Oramed Pharmaceuticals Inc., to develop and commercialize an oral COVID-19 vaccine in Mexico and throughout Latin America.

• Harry C. Beatty and KBG’s Corporate Group represented Gaia Botanicals, LLC, better known as Bluebird Botanicals, in its acquisition of Precision Botanicals, LLC and a simultaneous investment in Bluebird by Juggernaut Capital Partners.  Bluebird is one of the nation’s leading purveyors of CBD and other hemp-based products.

• Harry C. Beatty advised and counseled Betty Buzz LLC in connection with their development and launch of the new Betty Buzz line of mixers, including the negotiation of their national distribution agreement, and their co-pack manufacturing, glass supply, freight and brokerage agreements.

• Harry C. Beatty and the KBG Corporate Group represented Destileria Serralles, Inc. in connection with its negotiation and execution of an agreement with its two major rum customers to design, finance and construct an adjunct to its plant to significantly expand its distillation capability.  Harry has been the principal US counsel for Serralles, the oldest rum producer in Puerto Rico, for upwards of thirty years.

• Harry C. Beatty and Deirdre L. Fletcher represented Lynn Kase in the sale of her business, Dunshaw Audiology, to Tri-State Hearing, LLC.

• The KBG Corporate Group represented Paul Neuman, owner/CEO of Neuman’s Kitchen Inc., a premier catering company, in his acquisition of founder’s shares in MeSous, Inc. The company will operate a platform that will enable customers to purchase do-it-yourself at home meal kits including recipes and required food and other ingredients.

• Michael Kent spearheaded KBG’s real estate group in the sale of a mixed-use property in Brooklyn, successfully concluding an arduous process which required overcoming numerous regulatory and COVID-19-related complications.

• Harry Beatty and KBG’s corporate group represented DAVOS Brands in acquiring the master distribution rights in the United States to the Balcones line of award-winning Texas craft whiskeys, bourbons and other spirits.

• Harry Beatty and Deirdre Fletcher represented ONC Capital LLC, an affiliate of Outcome Matters I LLC, in negotiating and closing an innovative $17,000,000 financing facility with Peapack-Gladstone Bank consisting of a line of credit, a term loan and a deferred draw term loan. 

• Michael Kent represented Outcomes Matter 1, LLC, a provider of  healthcare management services, in the negotiation and making of a lease for their expanded operations in Jersey City, New Jersey.

• Michael Kent and Harry Beatty, with KB&G’s corporate, real estate and employment groups, represented long-time client Cookies & More Inc., a leading distributor of snacks and  beverages to camps and schools,  in the sale of its business to J. Kings Food Service Professionals, Inc.

• 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.
• 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”.