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Jordan M. Rosenbaum
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- Partner
- New York
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Jordan M. Rosenbaum regularly counsels public companies on initial public offerings (IPOs), capital markets offerings, mergers, acquisitions, going-private transactions, spinoffs and general corporate and securities law matters. He also advises companies and boards of directors on corporate governance and regulatory matters. Jordan has advised companies with complex IPOs, including those using the UP-C and other partnership structures, Rule 144A offerings, and follow-on and at-the-market equity offerings.
Experience
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Represented VICI Properties Inc. (VICI), a NYSE-listed REIT, in its $17.2 billion strategic acquisition of MGM Growth Properties LLC.
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Advising VICI Properties Inc. in its acquisition of the real estate assets associated with the Venetian Resort Las Vegas and the Sands Expo and Convention Center, located in Las Vegas, Nevada for $4.0 billion in cash.
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VICI Properties Inc., in its transformative partnership with Eldorado Resorts Inc. (NASDAQ: ERI) in connection with Eldorado’s proposed business combination with Caesars Entertainment Corp. (NASDAQ: CZR).
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Advised VICI Properties Inc. in the acquisition of the real estate assets of 38 bowling entertainment centers from Bowlero Corp. (NYSE: BOWL) in a sale-leaseback transaction for an aggregate purchase price of $432.9 million.
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Advised VICI Properties Inc. in the acquisition of the leasehold interest of Chelsea Piers in New York City.
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Advised VICI Properties Inc. in the acquisition of the real estate assets of four casino properties in Alberta, Canada from subsidiaries of Century Casinos, Inc. (Century) for a total purchase price of C$221.7 million (US $162.4 million).
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Represented VICI Properties Inc. as the provider of a mortgage financing secured primarily by Canyon Ranch Tucson and Canyon Ranch Lenox in an amount of $140,135,000.
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Advised VICI in a preferred equity investment of up to $150 million in Canyon Ranch.
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Advised VICI Properties Inc. in its acquisition of an interest in the land and buildings associated with Rocky Gap Casino Resort located in Flintstone, MD, from Golden Entertainment, Inc. for an aggregate purchase price of approximately $203.9 million. Simultaneous with the closing of the transaction, Rocky Gap Casino was added to VICI’s existing triple-net master lease with Century Casinos, Inc.
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Represented VICI Properties Inc. in connection with the acquisition of the real estate assets of PURE Casino Edmonton in Edmonton, Alberta, PURE Casino Yellowhead in Edmonton, Alberta, PURE Casino Calgary in Calgary, Alberta, and PURE Casino Lethbridge in Lethbridge, Alberta, from PURE Canadian Gaming Corp. for approximately C$271.9 million (US$200.8 million), and the simultaneous leaseback to subsidiaries of PURE Canadian Gaming Corp.
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Represented VICI Properties Inc. in a triple-net lease agreement with Hard Rock with respect to the real property associated with the Mirage, in connection with Hard Rock International’s acquisition of the operations of the Mirage Hotel & Casino.
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Represented VICI Properties Inc. in its acquisition of the real estate assets associated with Fitz Casino & Hotel and WaterView Casino & Hotel for approximately $293.4 million, and the simultaneous leaseback to subsidiaries of Foundation Gaming and Entertainment, LLC.
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VICI Properties Inc., together with Century Casinos Inc., entered into a definitive agreement with Eldorado Resorts Inc. to acquire Isle Casino Cape Girardeau in Cape Girardeau, Missouri, Lady Luck Casino Caruthersville in Caruthersville, Missouri, and Mountaineer Casino, Racetrack & Resort in New Cumberland, West Virginia for an aggregate purchase price of approximately $385 million in cash. Simultaneous with the closing of this transaction, VICI will enter into a triple-net master lease agreement with Century Casinos related to the assets.
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VICI Properties Inc., in connection with its agreement to acquire the real estate assets of JACK Cincinnati Casino, for approximately $558 million in cash, and lease to Hard Rock International.
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VICI Properties Inc., in connection with its agreement to acquire the land and real estate assets of the Greektown Casino-Hotel in downtown Detroit for approximately $700 million in cash from JACK Entertainment, and lease to Penn National Gaming Inc (NASDAQ: PENN).
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Intersections Inc. (NASDAQ: INTX), in its going-private transaction with WC SACD One Parent Inc., a new joint venture formed by iSubscribed, WndrCo and General Catalyst, as well as prior acquisitions and joint ventures.
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Advised Global Industrial Company (NYSE: GIC) in its acquisition of 100% of the issued and outstanding equity interests of Indoff.
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Represented funds managed by Avenue Capital Group and funds advised by Nuveen Asset Management, LLC in a strategic combination between Vistra Corp. (NYSE: VST) and Energy Harbor Corp. (OTC US: ENGH)
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VICI Properties Inc. in connection with its acquisition of land and real estate assets of Margaritaville Resort Casino Louisiana for approximately $261 million cash, and lease to Penn National Gaming Inc.
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VICI Properties Inc., in connection with a $5.8 billion unsolicited acquisition proposal from MGM Growth Properties LLC (NYSE: MGP).
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Brock Fiduciary Services LLC, the independent fiduciary to the United Auto Workers Retiree Medical Benefits Trust (the VEBA), in the sale of the VEBA’s 41.5 percent interest in Chrysler Group LLC to Fiat S.p.A. (received the 2014 M&A Advisor award for Corporate/Strategic Acquisition over $250 million).
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A private REIT joint venture in the recapitalization of 10 Hudson Yards, on Manhattan’s West Side.
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QinetiQ Group plc in the sale of its indirect U.S. subsidiary QinetiQ North America Inc. to The SI Organization Inc., a portfolio company of Veritas Capital.
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Carnegie Fabrics and its principals in the sale of a majority interest of Carnegie Fabrics, a leading family-owned supplier and innovator of sustainable textiles and wallcoverings, to Calera Capital.
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SkyBridge Capital in connection with negotiations with a strategic investor and seed investments in emerging hedge fund managers.
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EmblemHealth Inc. in regulatory and corporate matters.
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VICI Properties Inc., in its $725.0 million follow-on public offering.
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Focus Financial Partners Inc., a Nasdaq-listed leading partnership of independent, fiduciary wealth management firms (represented Stone Point Capital, as lead investor).
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VICI Properties Inc., in its $1.4 billion IPO, the fourth-largest REIT IPO to date, and its $725 million follow-on offering.
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PBF Energy Inc., a NYSE-listed company, in its IPO, numerous equity follow-on offerings, high yield notes offerings, note redemptions and A/B exchange offers.
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PBF Logistics LP, a NYSE-listed master limited partnership, in its IPO, numerous equity follow-on offerings and high-yield notes offerings, including its recent registered direct offering pursuant to which it sold an aggregate of 6,585,500 common units to certain institutional investors for gross proceeds of approximately $135 million.
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LATAM Airlines Group S.A. and its affiliated debtors (together, LATAM) (ad hoc creditor group).
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Second-lien noteholder committee of Trump Entertainment Resorts.
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Allied Nevada Gold Corp. (ad hoc bondholder committee and DIP lenders).
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DynCorp International Inc. (ad hoc committee of noteholders/new term loan lenders).
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Mood Media (units offering backstop providers).
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Portola Packaging Inc. (selling stockholders).
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Caraustar Industries Inc. (ad hoc bondholder committee).
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Pliant Corp. (ad hoc bondholder committee).
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American Gaming Group LLC (investor of notes and warrants).
Credentials
Education
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J.D., New York University School of Law, 2003 - Article Editor, Annual Survey of American Law (2002 – 2003)
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B.A., Columbia College, 2000
Bar Admissions
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New York, 2004
Professional Affiliations
- The New York Bar Foundation, fellow
- New York City Bar Association – Committee on Mergers, Acquisitions and Corporate Control Contests
Focus Areas
- Corporate
- Equity Capital Markets
- Mergers and Acquisitions
- Public Companies
- Private Equity
- Corporate Governance
- Real Estate Investment Trusts (REITs)
- Leveraged Finance
- Banking and Finance
- Executive Compensation and Employee Benefits
- Bankruptcy and Restructuring
- Privacy, Cybersecurity and Data Innovation
- Environmental, Social and Governance (ESG)
- Special Situations
- Health Care
- Distressed Investing
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*No aspect of this advertisement has been approved by the Supreme Court of New Jersey. A description of the Super Lawyers selection methodology can be found here.