Private Equity

TPG, one of the world’s largest private equity funds, in a series of cases relating to a €1.5 billion recapitalization of a Greek telecom company. These cases allege that the recapitalization was a fraudulent conveyance under New York, UK and Luxembourg law, with alleged damages in excess of $1 billion, and involve issues of first impression, including the applicability of certain UK statutes outside of the UK.  We are lead counsel for TPG in cases pending in state, federal and bankruptcy court in the United States, and are directing the defense for TPG in related cases pending in the High Court of London and in the Commercial Court of Luxembourg.  We have obtained dismissals of a number of the cases and sanctions against certain of the plaintiffs.

Saw Mill Capital in defense of claim against private equity fund for carried interest and bonus compensation. In a significant victory, the court denied a former employee’s breach of contract claims. The employee claimed he was entitled to recover significant carried interest and bonus compensation. The court sided with Kasowitz and Saw Mill, denying the former employee any additional compensation.

DigitalBridge Group and BrightSpire Capital as mezzanine lenders to the developer of the $2.5 Billion Century Plaza project in Los Angeles in litigation against the servicer of the loan and the senior lenders.

Colony Capital-led ERC 16W Limited Partnership, former developer of the Meadowlands Xanadu project, a retail and entertainment complex in New Jersey, in a dispute against Xanadu Mezz Holdings and Lehman Brothers Real Estate Mezzanine Partners, two non-bankrupt affiliates of Lehman Brothers, alleging claims for breach of a $1 billion construction loan agreement and related cure agreement.  ERC had been forced to abandon its substantial investment in the project after XMH abruptly refused to continue to fund its share of the construction loan following the Lehman Brothers bankruptcy in 2008.  The matter then settled confidentially following discovery and summary judgment argument.

Mutual fund managers and operations personnel from Alliance Capital in investigations by the SEC and the New York Attorney General’s Office into the alleged market timing and late trading in those funds.

Caxton Associates and Caxton Health Holdings in obtaining summary judgment dismissing an action brought by the former CEO of CHH in which he claimed an ongoing interest in CHH’s net profits along with a 10% equity stake in the company, following his termination of employment, based on alleged oral agreements and various tort and quasi-contract theories.

Fortress Investment Group in an action relating to the issuance of a legal opinion letter by the law firm Dechert in connection with a sham transaction put together by disbarred attorney Marc S. Dreier.

TPG in a case seeking injunctive relief against Adam Levine, former Deputy Press Secretary for former-President George W. Bush, in connection with his alleged breach of a confidentiality agreement with TPG. S. District Judge John H. McBryde granted an agreed-upon permanent injunction against Levine to resolve TPG’s lawsuit against him in Texas federal court.  The injunction permanently enjoined and restrained Levine from possessing, disclosing, using, or exploiting TPG’s confidential information.  In a related matter, Kasowitz represented TPG against allegations from Levine, including whistleblower claims, brought in San Francisco federal court.  Kasowitz attorneys conducted an internal investigation into these allegations, resulting in Levine’s withdrawal of all claims without any payment from TPG.  The firm also represented TPG in related regulatory matters.

Apollo Management and its portfolio company, Hexion Specialty Chemicals, in litigation arising from Hexion’s proposed $15 billion merger with Huntsman Chemicals. Kasowitz prosecuted an expedited proceeding against Credit Suisse and Deutsche Bank to compel specific performance of the banks’ commitments to fund the acquisition, and successfully negotiated a settlement with Huntsman.  The Wall Street Journal lauded the settlement as a “sweet deal” for Apollo and Hexion.

Five Mile Capital, a mezzanine lender in a multi-tiered securitization used to finance the purchase of the former New York Times headquarters, in a suit seeking to enjoin mortgage lenders from colluding with the borrower to extinguish the rights of junior debtholders, such as FMC, by manufacturing a non-material, technical default to simplify the building’s capital structure.  The firm helped FMC to successfully obtain a settlement whereby FMC assumed a 50% ownership stake in the former New York Times building.

A founder of Fairfield Greenwich Group, the largest of the so-called feeder funds, in highly publicized litigation and regulatory actions arising out of the Madoff Ponzi scheme.

GFI Development Company in a dispute over and restructuring of certain assets in New York, New York, and Palm Springs, California.

Hayground Cove Asset Management and its principal, Jason Ader, in a breach-of-contract dispute with its seed investor.

Fortress Investment Group affiliates in actions against MorEquity to require MorEquity to sell to plaintiffs certain unique residential mortgage loans and residential real estate, with an approximate unpaid principal balance in excess of $554 million.

Apollo Management, Bain Capital, Carlyle Group, Centerbridge Capital Partners, Clayton, Dubilier and Rice, Fortress Investment Group and TPG Capital in disputes over acquisitions and acquisition financings for several large leveraged buyout transactions. These disputes involved the applicability of material adverse change clauses, post-merger insolvency, and specific performance of debt financing commitments. Most of these buyouts, including Home Depot Supply ($9 billion) and Harrah’s Entertainment ($30 billion), funded and closed.

RPAP, a joint venture between Atlas Capital Group, The Procaccianti Group and Rockpoint Group, in actions in New York state court to foreclose on more than $300 million of loans secured by the Alex Hotel and Flatotel, both located in New York City, and to recover on the personal guaranties with respect to the loans. Kasowitz successfully obtained orders appointing a receiver for both hotels and replacing the hotel operator, and won summary judgment in all four actions, as well as dismissal of all of the defendants’ counterclaims and affirmative defenses.

Fortress Investment Group in an action brought by Leslie Dick Worldwide and Leslie Dick, which sought over one billion dollars in damages for alleged RICO and antitrust conspiracies, concerning the sale of the General Motors Building in New York City and the Conseco bankruptcy.  Kasowitz successfully obtained the dismissal of the claims against Fortress.

Murray Capital Management in its securities fraud action against Exide Technologies, asserting Section 10(b) and 20(a) claims relating to Exide’s securities offering.  After the court dismissed the initial complaint prepared by another law firm, Kasowitz was retained to prepare an amended complaint, and we successfully defeated Exide’s motion to dismiss that amended complaint, resulting in a confidential settlement. 

TPG and its senior partners in bankruptcy proceedings and multiple state and federal court actions concerning TPG portfolio company Caesars Entertainment, the fourth largest gaming company in the world.

J. Crew Group, a TPG portfolio company, in defending claims by term lenders challenging certain strategic transactions involving J. Crew’s intellectual property and asserting intentional fraudulent conveyance claims.

TPG in winning over $500,000 in sanctions against three hedge funds that were pursuing unsuccessful involuntary bankruptcy petitions against two former TPG-related companies.