Bryant Rabbino LLP is a boutique law firm founded in 2009. Our attorneys advise clients on asset management and investment funds, bankruptcy and creditors’ rights, capital markets and finance, commercial litigation, corporate transactions, employee benefits and executive compensation, ERISA, mergers and acquisitions, MWBE transactions and compliance, real estate, tax, and white collar defense. Our clients range in size from large to small companies and include Fortune 100 corporations, financial institutions, middle market companies, governmental entities, and entrepreneurs. Our attorneys are seasoned and accustomed to advising sophisticated clients on complex matters. We strive to provide excellent legal advice that is commercially practical and addresses the client’s goals.
B. Seth Bryant is the Managing Partner of Bryant Rabbino LLP. Seth represents large corporations and financial institutions, governmental entities and public benefit corporations, investment funds and early stage companies in transactional matters. Seth has extensive experience in, among other things, offerings of equity and debt securities, including institutional private placements and municipal offerings, venture capital, convertible notes and warrants. In addition, Seth has extensive experience representing parties in mergers & acquisitions transactions, joint ventures, licensing and other strategic transactions. Seth also represents Minority and Women-Owned Business Enterprise or “MWBE” programs, including assisting clients with certification, transactions such as Majority – MWBE mergers and acquisitions, joint venture structuring and MWBE compliance.
Creditors' Rights: Our attorneys represent secured and unsecured creditors, asset purchasers, and other stakeholders in bankruptcy cases and in non-bankruptcy reorganization, restructuring, workout and liquidation. We partner with clients to customize legal and business strategies to maximize the opportunity to achieve the best commercial result or to minimize exposure for each client.
Represent individual shareholders in the Tribune Company Fraudulent Conveyance Litigation pending in the Southern District of New York, where the Trustee seeks to claw back billions of dollars from shareholders.
Represent a potential purchaser of creditor claims against a financially distressed hotel developer and its subsidiaries. Challenges include analysis of whether or not certain purportedly secured claims are perfected under Article 8 and/or Article 9 of the Uniform Commercial Code, and the ramifications of non-perfection inside and outside of bankruptcy.
Represented a Toyota/General Motors joint venture on the bankruptcy implications of selling substantially all of the Company’s assets, vendor payments, subordination of claims, and payment of insurance benefits to retired employees. Company is dissolving without filing bankruptcy while paying creditors more than they would have received in Chapters 7 or 11. Transactions included:
-- Sale of substantially all of the Company’s PP&E and other assets to Tesla Motors, Inc. and strategic buyers, netting revenues 300% above liquidation valuation;
-- Settlement of burdensome contracts, saving the Company $27 million;
-- Redesign of $90 million retiree benefit plans to ensure continued health insurance coverage for current and former employees. Sold remaining liability to insurer, saving the Company $10 million;
-- Negotiation of the termination of Company’s hourly-defined benefit pension plan with PBGC so that the plan was characterized as a voluntary termination, saving the Company $30 million; and
-- Reduction of $125 million workers’ compensation portfolio by $52 million within two years. Structured transfer of remaining liability to insurer, saving the Company $14 million.
Represented Coudert Brothers LLP bankruptcy estate, including co-managing the firm's worldwide liquidation and supervising all litigation affecting the estate through confirmation of its Chapter 11 bankruptcy plan of liquidation and thereafter. Litigation and other collection efforts recovered over $40 million for the estate.
Represented international energy company in $7 million preference litigation related to payments it received from the sale of fuel to debtor through a non-debtor affiliate. Negotiated settlement with trustee for $400,000.
Represented investors in certain non-debtor subsidiaries of Covanta Energy Corporation in connection with its Chapter 11 cases to prevent debtors inclusion of the subsidiaries’ assets as collateral to secure debtor-in-possession financing, as well as the use of money from the subsidiaries’ operations as cash collateral.
Capital Markets and Finance: We represent issuers, lenders, investors, and underwriters in the full spectrum of corporate finance transactions, including secured and unsecured borrowings and, public and private offerings of debt securities, common stock, preferred stock, options and warrants. Our attorneys counsel clients on structuring, negotiating and documenting transactions and, where challenges arise, we devise practical solutions to facilitate efficient and timely execution of transactions.
Assisted the Dormitory of the State of New York on an offering of $550,210,000 of State Personal Income Tax Revenue Bonds. Bryant Rabbino served as Co-Bond Counsel on the transaction.
Assisted the Dormitory Authority of the State of New York on an offering of $4,740,000 Ketchum-Grande Memorial School Revenue Bonds, Series 2014.
Represented a major U.S. life insurer to furnish a $75 million private shelf facility to the operator of a restaurant chain and dairy products stores. The facility contemplates the purchase, in multiple series, of private placement notes issued periodically by the company. Challenges included reconciling the company’s negative pledge and other covenants with existing covenant packages granted to note purchasers and bank lenders, which entailed amending the existing bank documents to ensure pari passu treatment of all the company’s obligations for borrowed money. Negotiated and drafted facility documentation and provided securities law opinion to the purchasers.
Represented a major Japanese bank in a series of secured project financings for independent power projects in Texas and California. Challenges included ensuring the perfection of security interests over numerous categories of pledged project assets, including contract rights, machinery and equipment, real estate and fixtures, deposit accounts and investments, and ownership interests in the special purpose entities formed to own the projects. Drafted and negotiated all loan and security documents, including counterparty consents to security assignment of project contracts.
Represented a sub-landlord in establishing a "control account" with a bank to hold uncertificated bank CDs in lieu of a typical cash security deposit for sublease obligations. Challenges included educating the sub-tenant as to the necessity and terms of complete sub-landlord control over the account in order to ensure perfection of the sub-landlord's security interest under Article 9 of the Uniform Commercial Code.
Represented a major Russian oil company in a $560 million secured financing to rehabilitate the Samotlor oilfield in western Siberia and to modernize an oil refinery in Ryazan, Russia. The projects were financed by major U.S. and European banks and guaranteed by U.S. Eximbank. The company’s repayment obligations were supported by a guarantee from the company’s main production subsidiary, and secured by a pledge of company revenues from off-take agreements for the export of petroleum products, and by mortgages on the company’s plant and equipment. Created deal structure and negotiated and drafted transaction documents, including subsequent covenant restructuring with Eximbank that substantially relaxed the company’s ongoing financial covenants.
Represented an Italian corporate group in obtaining debt financing for the $150 million leveraged acquisition of a U.S. electrode manufacturer. Challenges included addressing potential fraudulent transfer risks posed by the transaction’s structure and accelerated transaction schedule. Negotiated loan and UCC security documents and rendered enforceability opinion to lending banks to enable transaction to close timely.
Real Estate: Our real estate attorneys have represented commercial banks, developers and investment funds in connection with mortgage loans, mezzanine loans, and revolving and term credit facilities. We represent landlords and tenants in commercial leasing transactions, including office and retail space leases, subleases and ground leases, and we advise on acquisitions and dispositions of real estate assets. Our lawyers have advised in the development of planned and mixed use projects from the planning stages, through the regulatory and approval processes, site acquisition and construction.
Represented lenders in connection with restructuring over $60 million of distressed commercial real estate loans secured by rental properties. Led negotiations among the administrative agent, lenders and borrowers, resulting in an agreement to cure existing monetary defaults within a reasonable time, agreement on penalties for newly arising monetary defaults, and agreement for a reasonable disposition schedule for the some of the properties.
Represented administrative agent and lenders in connection with financing a mixed-use retail, rental and condominium project, which included the syndication of bonds issued by the Housing Development Corporation, loans from the Department of Housing Preservation and Development and Empire State Development, and low-income tax credits. Negotiated a multi-million credit enhancement that enabled the administrative agent and initial lenders to rapidly decrease their exposure.
Retained by general partner to form a REIT with the intent that it serve as mezzanine lender to acquirer of a 5-star hotel in midtown Manhattan. Transaction required client to obtain a revolving credit facility, and necessitated the resolution of issues in the inter-creditor agreement regarding the REIT’s funding commitment to the borrower against the terms of the REIT’s own revolving credit facility.
Represented one of the world’s largest retailers in connection with two subleases of office space in New York City. Among the complex issues favorably addressed in the transaction were difficult consent issues with the prime landlord, responsibility for alterations to the subleased premises, procedures for payments by the sub-landlord for tenant improvements, removal of specialty tenant improvements, an unusual agreement on the form of security for the subtenant’s performance, the scope of indemnification obligations, the conditions to the subtenant’s right to further sublease the premises, and hold-over issues.
Represented a large New York City non-profit development corporation in its disposition of contiguous tax lots to a developer for the construction of a mixed use project that will included over 80,000 square feet of commercial (retail and office) space and several hundred units of housing. A negotiating challenge involved ensuring our client could hold the developer accountable for reaching the desired square footage for retail as well as constructing the affordable units. We negotiated covenants, restrictions and reverter, which gives our client the right to repossess the property if certain design and use guidelines are not met, while not interfering with the purchaser’s ability to obtain private sector financing.
Employee Benefits and Executive Compensation: Our attorneys negotiate employment, severance and change of control agreements for executives and other employees; advise on deferred compensation plans and arrangements to comply with IRC § 409A restrictions; structure and render advice on equity-based compensation, including non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units and employee stock purchase plans. We assist in public company executive compensation proxy disclosure and Section 16(b) short-swing profit rules. Our attorneys have counseled clients on all aspects of executive compensation in connection with diverse transactions, such as:
Mergers & Acquisitions
Conducted employment-related due diligence and negotiated employment agreements and compensation packages for management teams of target companies. Our attorneys ensured that acquirers had sufficient understanding of business, legal, and tax aspects of employment arrangements prior to consummating the transaction, and that the target’s management team was properly incentivized to generate corporate profits that would enable the acquisition to be successful. Notable transactions include Roche Holding Ltd. in its acquisition of Genentech, Pepsi in its acquisition of Pepsi Bottling Group and Pepsi Americas, PartnerRe in its acquisition of ParisRe, and Mercantile Bankshares in its sale to PNC Bank.
Advised companies on securities law issues associated with SEC filings for executive compensation matters to enable compliance with SEC rules, and general corporate governance issues. Drafted disclosure in the Executive Compensation section of the Definitive Proxy Statement for various public companies, such as Comcast Corporation and ABM Industries Associated. Prepared Section 16 filings for various public companies.
Represented a CEO in the negotiation of his employment agreement and equity compensation package in connection with an $81 million investment by a private equity firm. Devised a creative, tax-efficient compensation package that included a transaction bonus, rollover equity award, and profit interests in an LLC to meet the client’s economic goals. CEO’s transaction bonus increased while maintaining a continuing equity interest in the company.
White Collar/Government Investigations:Our attorneys have handled a range of government investigations before the SEC, FINRA and state regulators, including insider trading, fraudulent offerings, improper revenue recognition, and broker-dealer misconduct.
Represented trader at regional broker-dealer whom the SEC alleged to have traded in the securities of a target company before its acquisition by Electronic Arts. Prepared a Wells Notice that educated the Commission that the client’s trades were consistent with prior trades in the target security and were not based on material non-public information. The SEC closed the matter without prosecution.
Represented branch manager of a national broker-dealer in SEC investigation alleging failure to supervise trading activities of employees in the manager’s branch office. Educated the Commission Staff that it had erroneously combined a series of isolated events to form the core of its allegations. The Commission closed the investigation without action.
Represented the SEC in connection with insider trading by defendants related to preparing public company’s quarterly report to the SEC. Defendants sold company stock short upon learning the company’s would not meet its quarterly financial results. Defendants sought to evade detection by executing trades through a third party. Defendants were ordered to disgorge all profits and pay civil penalties.
Represented the SEC in connection with an unregistered offering of securities in an internet service provider. Defendants made false statements about the company’s projections and used high pressure tactics to defraud approximately 500 investors of millions of dollars. Defendants were ordered to disgorge all profits and pay civil penalties.
Represented broker-dealers in multi-agency investigation of auction rate securities practices, suitability and supervision.
Represented the Office of the Comptroller of the Currency in administrative proceedings involving financial transactions by an institutional-affiliated part of a national bank whose insider transaction exceeded lending limits and threatened the safety and soundness of the bank. Cease and Desist order issued against the institutional-affiliated party.
Drafted a legal opinion on behalf of the Department of Treasury - Office of the Comptroller of the Currency ("OCC") regarding whether the National Bank Act permits a Federal branch of a foreign bank to offer a residential home finance product as part of the business of banking, but which met the special needs of its customers who adhere to the principles of Islam. Devised an alternative to a traditional mortgage structure that featured a Net Lease and Purchase Agreement that was functionally equivalent to secured real estate lending.
Drafted OCC legal opinion that enabled national banks to establish wholly-owned operating subsidiaries to provide employee benefit and compensation advisory services to small businesses a bank’s local market. Created a framework to establish that the advisory services were part of the business of banking because they were functionally equivalent to activities performed in banks’ trust departments (e.g., conveying financial information to customer), and banks can use excess capacity of all their competencies to avoid economic waste.
New York Eastern District Bankruptcy Court New York Southern District Bankruptcy Court U.S. District Court, Eastern District of NewYork U.S. District Court, Southern District of NewYork