Overview

Novack Burnbaum Crystal has worked with clients on general corporate lending transactions and has represented borrowers and lenders in a number of high-profile finance and real estate transactions, where our experience is extensive. Our matters have included HUD-insured finance transactions, REIT-financed transactions, asset-based borrowings, secured senior and subordinated/mezzanine debt, LBOs, convertible debt, intercreditor arrangements, bridge financings, surety transactions and general corporate credit lines. NBC has counseled clients in various distressed financing transactions both in and outside the bankruptcy context.

Recent Matters

  • Represented Life Choice Hospice, one of the nation’s largest hospice companies, in its:

    • roll-up with Trident Healthcare in a transaction valued at approximately $800 million.
    • purchase of the 11-state SolAmor Hospice spin-off in conjunction with the acquisition of Sun Healthcare by Genesis Healthcare.
    • acquisitions of sizeable hospice companies in Pennsylvania, Massachusetts, and New Jersey.
    • initial private equity raise, all subsequent secondary raises, and a GE $65 million credit facility.
  • Has acted as outside general counsel to Life Choice Hospice in connection with a variety of matters, including general corporate counseling and compliance, employment, and regulatory issues:

    • roll-up of the hospice holding company equity interest of the Trident Compassus Hospice in combination.
  • Represents National Home Care Holdings, LLC (Millenium Home Health) in its:

    • purchase of the stock of Recovery Home Health in one of the larger recent home health transactions in Florida.
    • acquisitions of other home health agencies in Pennsylvania and Delaware.
    • initial private equity raise.
    • current ABL financing facility.
  • Represents Prestige-Madison-Northpoint Healthcare in its:

    • purchase of the Medilodge 15 skilled nursing facilities in Michigan in a REIT-financed transaction.
    • purchase of operations of 33 healthcare facilities in Michigan and Ohio acquired from Extendicare.
    • acquisition of real estate and operations of various skilled nursing portfolio properties in both REIT and non-REIT transactions in Pennsylvania, Massachusetts, North Carolina, Michigan, Kentucky, Wisconsin, Ohio, Indiana, and Tennessee.
    • formation and documentation of Gencare, a group purchasing organization.
    • financing of a rehabilitation services company.
  • Acts as outside general counsel to Madison-Prestige in connection with a variety of matters, including general corporate counseling and compliance, employment, and regulatory issues.

  • Represents the prominent real estate investment firm Cammeby’s International and the Schron family and their various affiliated entities:

    • as transaction counsel in a $940 million and $120 million CMBS tiered debt financings involving 186 properties.
    • as the option seller of one of the largest portfolio of skilled nursing and other care facilities in the United States, in a complex and multifaceted transaction.
    • as the finance and investment partners for a portfolio of real estate underlying a group of 35 facilities located in Texas and Pennsylvania.
    • as transactional counsel in connection with a complex civil dispute concerning the control of one of the nation’s largest healthcare real estate, long-term care, and ancillary companies.
    • as finance counsel in connection with HUD and conventional refinancing totaling  several hundred million dollars.
    • as transaction counsel in a $128 million bridge to HUD financing.
    • as transaction counsel in the divestiture of properties in several states.
  • Represents Absolut Facilities and affiliates, a provider of skilled nursing services in a portfolio of homes in New York State, with respect to various acquisitions in New York and other states.

  • Acts as outside general counsel to Absolut in connection with a variety of matters, including general corporate counseling and compliance, employment, and regulatory issues.

  • Represented the private equity investment group purchaser of Mobilex USA from the Integrated Health Services, Inc. bankruptcy proceeding. Once acquired, represented Mobilex USA in its:

    • purchase of various ancillary service providers, including diagnostic and portable X-rays, ultrasound, and labs.
    • reorganization and sale to private equity groups Audax and Frazier Healthcare in a transaction valued at $150 million.
  • Served as Northeast counsel to a national healthcare REIT in connection with a multistate, cross-collateralized lending facility to the owner-operator of long-term care facilities.

  • Represents the MUSA Holdco, LLC family of companies, including Quasar Energy Systems, LLC, and Merlin Power Systems, LLC, all engaged in the power management systems and fuel cell businesses, with respect to their:

    • initial and subsequent private offering capital raises.
    • negotiation of licensing and royalty agreements for various worldwide manufacturing and distribution rights for fuel cells and power systems.
    • acquisition of strategic stock interests in WATT Fuel Cell Corp. and Merlin Equipment Limited (UK).
  • Represented a New York City-based bank in connection with various asset-based lending facilities to New York State long-term care facility operators.

  • Represents Mid-America Renewal Fuels, Inc., an ethanol company, in connection with various prospective acquisitions and as outside general counsel to the company.

  • Advised on initial and subsequent private equity raises, including complex cash distribution arrangements for power management systems and fuel cell businesses.

  • Represented a New York City-based bank in connection with various asset-based lending facilities to New York State long-term care facility operators.

  • Represented a private equity firm that first invested in natural gas and now invests in alternative energy in both negotiation and documentation of complex agreements with investors, and negotiation and documentation of investments made by the firm.

  • Represented several foreign banks in enforcement of loan agreements in the U.S. and abroad, including overseeing bankruptcy litigation and workouts.

  • Represented the investment arm of a Hong Kong-based conglomerate in connection with numerous pre-IPO investments, including its RMB1.6 billion investment in a company engaged in operating and constructing underground commercial complexes in China, and its RMB200 million preferred equity investment in a mainland China waste treatment solutions company.

  • Represented a Paris-based private equity fund in connection with its $1.5 billion take-private transaction of a Denmark-based global supplier of bioscience-based ingredients to the food, health, and animal feed industries.

  • Represented a coalbed methane energy company that is publicly listed on the London Stock Exchange in connection with the issuance of a $50m convertible note and the issuance of a $45m convertible note.

  • Represented a London-based private equity fund that exclusively focuses on Central and Eastern Europe, in connection with its acquisition of a publisher of IT books and magazines and its acquisition the leading e-commerce provider in the Czech Republic.

  • Represented a New York-based private equity fund in connection with several proposed investments into Asia.

  • Represented a national movie theater chain in connection with its $350 million Rule 144A offering of high-yield notes.

  • Represented a leading investment banking underwriter in connection with numerous high-yield note offerings, including its private placement of high-yield debt of the world’s largest private-sector coal mining company.

  • Represented a digital security and surveillance company in connection with its approximately $88 million initial public offering of common stock and quotation on NASDAQ.

  • Represented the Nordic region’s second biggest non-life insurer on its EUR838 million offering in connection with its IPO and listing on the Copenhagen Stock Exchange and private placement in the U.S. under Rule 144A.

  • Represented investment bank in connection with equity listings of several special-purpose acquisition companies listed on London’s Alternative Investment Market (AIM).