Cases
Experience: Representative Transactions: J Vineyards & Winery: Represented J Vineyards & Winery in the sale of substantially all of its assets to E. & J. Gallo Winery.
Heitz Wine Cellars Acquisition: Represented Heitz Wine Cellars in connection with the purchase of Triere Estate Vineyard, located in Napa, California. The purchase included vineyards
the winery facility located on the property.
Snows Lake Vineyard/Gallo Acquisition: Represented Snows Lake Vineyard in the sale of its 2300 acre property
related trademarks
assets in Lake County to E. & J. Gallo Winery.
Alpine Meadows/Squaw Valley Merger: Represented JMA Ventures LLC
Alpine Sierra Ventures LLC in connection with the merger of Alpine Meadows Ski Resort with Squaw Valley Ski Resort
Sale of Edna Valley Vineyards: Represented Diageo Chateau & Estate Wines Company in connection with the sale of the assets of Edna Valley Vineyard to E. & J. Gallo Winery
a related grape contract.
Sale of Canoe Ridge
Sagel
s: Represented Diageo Chateau & Estate Wines Company in connection with the sale of two of its Washington State wineries, Canoe Ridge
Sagel
s, to Precept Br
s LLC
an affiliate of Precept.
Sale of Echelon Br
: Represented Diageo Chateau & Estate Wines Company in connection with the sale of its Echelon br
related inventory to Winery Exchange, Inc.
Sale of Moon Mountain Winery: Represented Diageo Chateau & Estate Wines Company in connection with the sale of Moon Mountain Winery.
M&G Holdings - Purchase of Simpson Dura-Vent Business: Represented Dutch-owned company M&G Holdings in connection with the purchase of the Simpson Dura-Vent business from a subsidiary of Simpson Manufacturing Co. (NYSE).
Diageo Chateau & Estate Wines Co. - Sale/Leaseback Transaction: Represented Diageo Chateau & Estate Wines Co. in the sale of properties to Realty Income Corporation
subsequent leaseback of the properties.
Malabar Merger
Recapitalization: Represented the shareholders of Malabar, a leader in the design
manufacture of aircraft maintenance
support equipment, in connection with a merger transaction with a private equity group
a subsequent recapitalization.
McDowell Properties - Real Estate Fund Matters: Represent this sponsor of real estate funds in connection with the formation
operation of real estate funds
with joint venture arrangements with institutional investors.
Sack Properties - Real Estate Fund Matters: Represent this sponsor of real estate partnerships
fund in connection with the operation of such partnerships
such fund.
See's C
ies - Various Matters: Represent See's C
ies in connection with various vendor contracts, license agreements
other matters.
ABS-CBN International - Various Matters: Represent ABS CBN International, a large Filipino broadcasting company, in connection with various matters, including licensing matters, restructuring matters,
the purchase of a satellite teleport business from Loral Space & Communications, Ltd. out of its bankruptcy estate.
Petrochem Insulation - Sale of ASRC Energy Services: Represented the shareholders of Petrochem Insulation in connection with the sale of the company to ASRC Energy Services.
Sebastiani Vineyards - Sale to The Foley Wine Group: Represented Sebastiani Vineyards in the sale of the company, including the winery facility, br
s
vineyards, to The Foley Wine Group, including a related spin-off of certain real property to the Sebastiani family.
Duckhorn Wine Company - GI Partners: Represented Duckhorn Wine Company in the sale of the company to an affiliate of GI Partners, a private equity group. Duckhorn produces
sells wine under the Duckhorn, Paraduxx, Goldeneye, Decoy
Migration br
names.
Mammoth Mountain Ski Area - Sale to Starwood: Represented Mammoth Mountain Ski Area in the sale of the company to Starwood Global Capital Group
related transactions. Mammoth is regarded as one of the premier ski resort areas in North America.
AllState Tours, Inc. - Sale to Travelocity.com: Represented the shareholders of AllState Tours, a ticket
touring company based in Las Vegas, in connection with the sale of all of the shares of the company to Travelocity.com
Hartle Media Ventures, LLC - 18 Media Inc.: Represented Hartle Media Ventures in connection with its acquisition from 18 Media Inc. of a controlling interest in the publications California Home & Design
California Estates & Properties.
Diageo North America, Inc. - Sale of Glen Ellen: Represented Diageo in the sale of the Glen Ellen
M.G. Vallejo br
s
related inventory to a limited liability company managed by The Wine Group.
Diageo plc - Seagram: Served as California counsel to Diageo in connection with its purchase of the beverage business of Seagram. Served as lead counsel to Diageo in connection with the subsequent sale of certain Seagram br
s
other assets, including Domain Mumm, Burnett's White Satin, Canadian Hunter
others.
Vincor International, Inc. - Acquisition of R.H. Phillips, Inc.: Served as California counsel for Vincor International, Canada's largest producer
marketer of wines, in connection with its acquisition of R.H. Phillips, a publicly held wine company located in Esparto, California. The transaction took the form of a tender offer to R.H. Phillips shareholders followed by a merger transaction.
ProFlame, Inc. - Sale to Heritage: Represented the ProFlame group of companies, one of the largest privately held propane marketers on the West Coast, in the sale of those companies to Heritage Propane, the fourth largest retail marketer of propane in the United States. The transaction involved the simultaneous closing of two merger transactions, two stock sales
two asset sales.
Roofing Constructors, Inc. - Roll-up Transaction: Represented this large commercial roofing company in a roll-up transaction pursuant to which the company
ten other large commercial roofing companies across the country were acquired by Tecta America Corp.
Pasqua Inc. - Merger With Starbucks: Represented this chain of coffee bars with over 50 locations in California
New York, in a merger transaction with Starbucks Corporation
in an earlier recapitalization transaction.
DHL Worldwide Express - Stock Repurchase: Represented DHL in connection with the repurchase of a substantial block of its shares from the Estate of Larry Lee Hillblom
a related Delaware reincorporation transaction.
Transactions
Representative Transactions: J Vineyards & Winery; Represented J Vineyards & Winery in the sale of substantially all of its assets to E. & J. Gallo Winery.; Heitz Wine Cellars Acquisition; Represented Heitz Wine Cellars in connection with the purchase of Triere Estate Vineyard, located in Napa, California. The purchase included vineyards and the winery facility located on the property.; Snows Lake Vineyard/Gallo Acquisition; Represented Snows Lake Vineyard in the sale of its 2300 acre property and related trademarks and assets in Lake County to E. & J. Gallo Winery.; Alpine Meadows/Squaw Valley Merger; Represented JMA Ventures LLC and Alpine Sierra Ventures LLC in connection with the merger of Alpine Meadows Ski Resort with Squaw Valley Ski Resort; Sale of Edna Valley Vineyards; Represented Diageo Chateau & Estate Wines Company in connection with the sale of the assets of Edna Valley Vineyard to E. & J. Gallo Winery and a related grape contract.; Sale of Canoe Ridge and Sagelands; Represented Diageo Chateau & Estate Wines Company in connection with the sale of two of its Washington State wineries, Canoe Ridge and Sagelands, to Precept Brands LLC and an affiliate of Precept.; Sale of Echelon Brand; Represented Diageo Chateau & Estate Wines Company in connection with the sale of its Echelon brand and related inventory to Winery Exchange, Inc.; Sale of Moon Mountain Winery; Represented Diageo Chateau & Estate Wines Company in connection with the sale of Moon Mountain Winery.; M&G Holdings - Purchase of Simpson Dura-Vent Business; Represented Dutch-owned company M&G Holdings in connection with the purchase of the Simpson Dura-Vent business from a subsidiary of Simpson Manufacturing Co. (NYSE).; Diageo Chateau & Estate Wines Co. - Sale/Leaseback Transaction; Represented Diageo Chateau & Estate Wines Co. in the sale of properties to Realty Income Corporation and subsequent leaseback of the properties.; Malabar Merger and Recapitalization; Represented the shareholders of Malabar, a leader in the design and manufacture of aircraft maintenance and support equipment, in connection with a merger transaction with a private equity group and a subsequent recapitalization.; McDowell Properties - Real Estate Fund Matters; Represent this sponsor of real estate funds in connection with the formation and operation of real estate funds and with joint venture arrangements with institutional investors.; Sack Properties - Real Estate Fund Matters; Represent this sponsor of real estate partnerships and fund in connection with the operation of such partnerships and such fund.; See's Candies - Various Matters; Represent See's Candies in connection with various vendor contracts, license agreements and other matters.; ABS-CBN International - Various Matters; Represent ABS CBN International, a large Filipino broadcasting company, in connection with various matters, including licensing matters, restructuring matters, and the purchase of a satellite teleport business from Loral Space & Communications, Ltd. out of its bankruptcy estate.; Petrochem Insulation - Sale of ASRC Energy Services; Represented the shareholders of Petrochem Insulation in connection with the sale of the company to ASRC Energy Services.; Sebastiani Vineyards - Sale to The Foley Wine Group; Represented Sebastiani Vineyards in the sale of the company, including the winery facility, brands and vineyards, to The Foley Wine Group, including a related spin-off of certain real property to the Sebastiani family.; Duckhorn Wine Company - GI Partners; Represented Duckhorn Wine Company in the sale of the company to an affiliate of GI Partners, a private equity group. Duckhorn produces and sells wine under the Duckhorn, Paraduxx, Goldeneye, Decoy and Migration brand names.; Mammoth Mountain Ski Area - Sale to Starwood; Represented Mammoth Mountain Ski Area in the sale of the company to Starwood Global Capital Group and related transactions. Mammoth is regarded as one of the premier ski resort areas in North America.; AllState Tours, Inc. - Sale to Travelocity.com; Represented the shareholders of AllState Tours, a ticket and touring company based in Las Vegas, in connection with the sale of all of the shares of the company to Travelocity.com; Hartle Media Ventures, LLC - 18 Media Inc.; Represented Hartle Media Ventures in connection with its acquisition from 18 Media Inc. of a controlling interest in the publications California Home & Design and California Estates & Properties.; Diageo North America, Inc. - Sale of Glen Ellen; Represented Diageo in the sale of the Glen Ellen and M.G. Vallejo brands and related inventory to a limited liability company managed by The Wine Group.; Diageo plc - Seagram; Served as California counsel to Diageo in connection with its purchase of the beverage business of Seagram. Served as lead counsel to Diageo in connection with the subsequent sale of certain Seagram brands and other assets, including Domain Mumm, Burnett's White Satin, Canadian Hunter and others.; Vincor International, Inc. - Acquisition of R.H. Phillips, Inc.; Served as California counsel for Vincor International, Canada's largest producer and marketer of wines, in connection with its acquisition of R.H. Phillips, a publicly held wine company located in Esparto, California. The transaction took the form of a tender offer to R.H. Phillips shareholders followed by a merger transaction.; ProFlame, Inc. - Sale to Heritage; Represented the ProFlame group of companies, one of the largest privately held propane marketers on the West Coast, in the sale of those companies to Heritage Propane, the fourth largest retail marketer of propane in the United States. The transaction involved the simultaneous closing of two merger transactions, two stock sales and two asset sales.; Roofing Constructors, Inc. - Roll-up Transaction; Represented this large commercial roofing company in a roll-up transaction pursuant to which the company and ten other large commercial roofing companies across the country were acquired by Tecta America Corp.; Pasqua Inc. - Merger With Starbucks; Represented this chain of coffee bars with over 50 locations in California and New York, in a merger transaction with Starbucks Corporation and in an earlier recapitalization transaction.; DHL Worldwide Express - Stock Repurchase; Represented DHL in connection with the repurchase of a substantial block of its shares from the Estate of Larry Lee Hillblom and a related Delaware reincorporation transaction.
