The Consolidated Appropriations Act, 2021 (the “CAA”), which provides $900 billion in new COVID-19 relief funding, was signed into law on December 27, 2020.  Section 324 of Title III of the CAA, the Economic Aid to Hard-Hit Small Businesses, Nonprofits and Venues Act (the “Hard Hit Act”), introduces a new $15 billion grant program through which the U.S. Small Business Administration (the “SBA”) will provide aid to struggling live venue operators and related businesses.  This program offers a critical lifeline from the Federal government for the nation’s performing arts venues, movie theatres and museums.  Grants made under such program are referred to in this publication as “SOS Grants”.

This article details the key terms of the SOS Grant program.  For information about the changes implemented to the Paycheck Protection Program (the “PPP”) under the Hard Hit Act, see our article [Where Are We Now? — Paycheck Protection Program Redux].

I. What Persons, Entities or Organizations are Eligible for a SOS Grant?

To be eligible to receive a SOS Grant, an entity or an individual must be (i) a live venue operator or promoter, theatrical producer or live performing arts organization operator, (ii) a talent representative, (iii) a movie theatre, or (iv) a “relevant” museum.  There are specific requirements for whether an individual or entity fits within one of these categories:

  • Live venue operator or promoter, theatrical producer or live performing arts organization operator – For an individual or an entity, which may be for-profit, nonprofit, or government-owned, to qualify as a live venue operator or promoter, theatrical producer or live performing arts organization operator, it must either:
    • (i) have a principal business activity of organizing, promoting, producing, managing or hosting live concerts, comedy shows, or theatrical productions or other events by performing artists for which (1) a cover charge is applied (through ticketing or front door entrance fee) and (2) performers are paid in an amount that is based on a percentage of sales, a guarantee or another mutually beneficial formal agreement, and (ii) generate at least 70% of revenue through ticket sales, production fees/reimbursements, nonprofit educational initiatives or the sale of event food, beverages or merchandise; or
    • have a principal business activity of making tickets available for purchase by the public at least 60 days in advance of live concerts, comedy shows, theatrical productions, or other qualifying events for which performers are paid in an amount that is based on a percentage of sales, a guarantee or another mutually beneficial formal agreement.
  • Motion Picture Theatre Operator For an individual or entity, which may be for-profit, nonprofit, or government-owned, to qualify as a motion picture theatre operator, it must have as its principal business activity the ownership or operation of at least one place of public accommodation for the purpose of showing movies for a fee. Additional venue requirements apply to the spaces that qualify as a motion picture theatre (described below).
  • Relevant Museums Operator – For an individual or entity to qualify as a relevant museum operator, it must operate a public, tribal or private nonprofit agency or institution organized on a permanent basis for essentially educational, cultural heritage, or aesthetic purposes. Additional venue requirements apply to the spaces that qualify as a relevant museum (described below).
  • Talent RepresentativeFor a person or entity that is an agent or manager, which may be for-profit, nonprofit or government-owned, to qualify as a talent representative: (i) 70% of its operations must involve representing or managing artists and entertainers; (ii) it must book or represent musicians, comedians, actors or similar performing artists primarily at live events in venues or at festivals; and (iii) such performers must be paid in an amount that is based on the number of tickets sold, or a similar basis (e.g., entrance fees).

Persons or entities that might otherwise satisfy the above criteria may nonetheless be ineligible (see Ineligible Entities and Persons below).  Note that any entity that is a federally tax exempt organization under Section 501(a) of the Internal Revenue Code qualifies as a nonprofit for purposes of the SOS Grant program.

II. What Are the Eligibility Requirements?

To receive a SOS Grant a live venue operator or promoter, theatrical producer, or live performing arts organization operator, relevant museum operator, motion picture theatre operator, or a talent representative must satisfy certain eligibility requirements.  To be eligible, such a person or entity seeking a SOS Grant:

  • Fully Operationalmust have been “fully operational” as of February 29, 2020;
  • Gross Revenue Reduction must have a reduction of at least 25% in gross earned revenue during (at least) one quarter of 2020 as compared to the corresponding quarter of 2019; and
  • Resumption of Operationsas of the date of its receiving a SOS Grant, must:
    • for live venue operators, promotors, theatrical producers or live performing arts organization operators, have resumed or intend to resume organizing, promoting, managing or hosting future live events;
    • for motion picture theatre operators, have reopened or intend to reopen for the primary purpose of publicly showing motion pictures;
    • for relevant museum operators, be open or intend to reopen; and
    • for talent representatives, be representing or managing artists and entertainers.
  • Venue Requirementsmust satisfy (or the venue applicable to an applicant must satisfy) certain venue-specific requirements:
    • for live venue operators, promoters, theatrical producers or live performing arts organization operators, the venues at which/for which events are promoted, produced, managed or hosted events, and for talent representatives, the venues at which the artists/entertainers represented or managed perform must:
      • contain a defined performance and audience space, mixing equipment, a public address system and a lighting rig;
      • hire at least one individual to do at least two of the following activities: (i) sound engineer; (ii) booker; (iii) promoter; (iv) stage manager; (v) security personnel; (vi) box office manager;
      • have paid tickets or cover charges to attend most performances;
      • pay artists “fairly” (e., artists do not play solely for free or for tips);
      • market performances (in print, online, mass media or on social media); and
      • solely for nonprofit venues that produce free events, produce events managed primarily by paid employees and not volunteers.
    • for motion picture theatre operators, a motion picture theatre must: (i) have at least one auditorium that includes a movie screen and fixed audience seating; (ii) have a projection booth (or other space) with at least one projector; (iii) have paid ticketing; and (iv) market movies (in print, online, mass media or on social media).
    • for relevant museum operators, a relevant museum must have: (i) been serving as a relevant museum as its principal business activity; (ii) indoor exhibition space that is a component of the principal business activity and which has been subject to pandemic-related occupancy restrictions; and (iii) at least one auditorium, theatre, performance or lecture hall with fixed audience seating and regular programming.
  • Certification of Need – must make a certification that the uncertainty of current economic conditions makes necessary the SOS Grant to support ongoing operations. A similar certification is required for PPP loan applicants, and the SBA has published guidance as to how to evaluate “necessity” in the context of that program.  Persons seeking a SOS Grant should take care to create a thoughtful and detailed record demonstrating how necessity was determined and the lack of availability (or difficulty in obtaining) funds from other sources.  (See our publication Paycheck Protection Program, Where Are We Now for a discussion of the necessity certification in that context.)

III. Affiliation.

Recognizing the manner in which separate venues or productions may be organized, the Hard Hit Act specifically acknowledges that each business entity of an (otherwise eligible) applicant shall be treated as an independent, non-affiliated entity for purposes of this program.  However, not more than five business entities of an eligible person or entity that would be considered its affiliates under the SBA’s (very broad) affiliation rules may receive SOS Grants.  (See our publication Paycheck Protection Program, Where Are We Now for a description of those affiliation rules).  This implies that an eligible person or entity, together with five of its affiliates may receive a total of six SOS Grants.  It is not expressly stated whether initial grants and supplemental grants are counted as a single “grant” for purposes of such affiliation rules, but the structure of the program suggests that to be the case.

IV. Ineligible Entitles and Persons.

The following categories of individuals or entities are ineligible to receive a SOS Grant:

  • Public Issuer if it is or is majority owned or controlled by another entity that is an issuer, securities of which are listed on a national securities exchange;
  • 10% of Gross Revenue from Federal Funding if it received or is majority owned or controlled by another entity that received more than 10% of gross revenue from federal funding during 2019 (excluding certain disaster relief funding received under the Robert T. Stafford Disaster Relief and Emergency Assistance Act);
  • Large Operator if it or if it is majority owned or controlled by another entity, with [more than two] of the following qualities:
    • owns or operates locations in more than one country;
    • owns or operates locations in more than ten States; and/or
    • employed more than 500 full-time employees as of February 29, 2020.
  • PPP Borrower if it received after December 27, 2020, a PPP Loan (whether under a standard or second draw PPP loan); or
  • Prurient Sexual Nature if it presents live performances of a prurient sexual nature, or derives more than de minimis gross revenue through sale of products/services of a prurient sexual nature.

V. Size of SOS Grants.

The total amount of SOS Grants that any individual applicant may receive (whether solely in the initial grant or taking together the initial and any supplemental grant) is capped at $10 million.  Further, for relevant museum operators specifically, a relevant museum operator may not receive total grants in excess of $10 million for all relevant museums operated by the operator.  Applying the affiliation rules (described above), an applicant, together with its affiliates that receive grants, cannot collectively receive more than $60 million in grants.

  • Initial Grants – Subject to a $10 million cap noted above, initial SOS Grants are (i) for an eligible person that was in operation on January 1, 2019 equal to 45% of the gross earned revenue of the entity during 2019 and (ii) for an eligible person that began operations after January 1, 2019 may receive a grant equal to 6x the average monthly gross earned revenue for each full month of 2019 that the eligible person was in operation.
  • Supplemental GrantsIndividuals or entities that receive an initial SOS Grant may receive a supplemental grant if, as of April 1, 2021, such person’s revenue for the first quarter of 2021 is not more than 30% of the revenue for the first quarter of 2019. A supplemental grant will be equal to 50% of an initial grant (subject to the total $10 million cap on all SOS Grants received by the recipient).  Supplemental grants cannot be administered until all applications for initial grants submitted within the program’s first 60 days have been processed.

The SBA is authorized to establish alternative methods to calculate revenue losses for seasonal employers that would be adversely impacted if January, February and March are excluded from the calculation of year-over-year gross earned revenue.

VI. Priority of Disbursement of SOS Grants.

SOS Grants are to be allocated in an order of priority laid out in the Hard Hit Act.  Up to 80% ($12 billion) of the funds appropriated for the SOS Grant program may be allocated to initial grants made to applicants eligible to receive grants in the 28-day priority period described below.

  • First Priority Period – During the first 14 days of the program, the SBA may only award grants to (otherwise eligible) applicants with revenue for the period from 4/1/2020 through 12/31/2020 that is not more than 10% of such applicant’s revenue during the same period of 2019 due to the COVID-19 pandemic.
  • Second Priority Period – During the next 14 days of the program, the SBA may only award grants to (otherwise eligible) applicants with revenue for the period from 4/1/2020 through 12/31/2020 that is not more than 30% of such applicant’s revenue during the same period of 2019 due to the COVID-19 pandemic.
  • Thereafter, initial grants of any remaining funds can be made to all other eligible applicants.

For purposes of calculating revenue, an applicant’s revenue does not include amounts received under the CARES Act (as amended) (i.e., PPP loans or other funding) and the SBA is to use the accrual method of accounting for determining revenue.

In addition to these priority periods, there is an added overlay of $2 billion of appropriated funds for the first 60 days of the program for grants to eligible persons or entities with 50 or fewer full-time employees.  For such purposes, a “full-time” employee works at least 30 hours per week, and any employee working 10–30 hours per week counts as one-half (0.5) of a full-time employee.

VII. Permitted Uses of SOS Grant Funds.

Initial grants may be used for costs incurred between March 1, 2020 and December 31, 2021, and supplemental grants may be used for costs through June 30, 2022.  Any initial grant proceeds not spent (on allowable expenses) within one year and any supplemental grant proceeds not spent within 18 months of disbursement must be returned to the SBA.  SOS Grant funds may be used for any of the following:

  • payroll costs (as defined in the PPP, limited to the following and solely with respect to employees who have a principal residence in the United States):
    • salary, wages, commissions, or similar compensation, and payment of cash tips or the equivalent up to a $100,000 cap per employee on an annualized basis of cash compensation (as prorated for the period during which the compensation is paid or the obligation to pay the compensation is incurred);
    • payment for vacation, parental, family, medical, and sick leave;
    • allowance for dismissal or separation;
    • payment required for the provisions of group health care or group life, disability, vision or dental insurance benefits, including insurance premiums;
    • payment of any retirement benefit;
    • payment of State or local tax assessed on the compensation of employees; and
    • the sum of payments of any compensation to or income of a sole proprietor or independent contractor that is a wage, commission, income, net earnings from self-employment, or similar compensation up to a cap of $100,000 on an annualized basis (as prorated for the period during which the payments are made or the obligation to make the payments is incurred);[1]
  • covered rent obligations (as defined in the PPP, any rent obligation under a leasing agreement in effect before February 15, 2020);
  • covered utility payment (as defined in the PPP, payment for electricity, gas, water, transportation, telephone, or internet access for which service began before February 15, 2020);
  • covered worker protection expenditures (as defined in the PPP, operating or capital expenditures to facilitate the adaptation of the business activities of an entity to comply with requirements established or guidance issued by the Department of Health and Human Services, the Centers for Disease Control, or the Occupational Safety and Health Administration, or any equivalent requirements established or guidance issued by a State or local government beginning on March 1, 2020, such as ventilation systems, physical barriers, or an expansion of indoor, outdoor or combined business space);
  • interest payments on covered mortgages/debts incurred prior to February 15, 2020;
  • payments to independent contractors (capped at $100,000 in annual compensation for any individual employee of an independent contractor); and
  • other ordinary and necessary business expenses, including:
    • maintenance expenses;
    • administrative costs, including fees and licensing costs;
    • State and local taxes and fees;
    • operating leases in effect as of February 15, 2020;
    • required insurance payments; and
    • advertising, production, transportation, and capital expenditures related to producing a theatrical or live performing arts production, concert, exhibition, or comedy show, except that a SOS Grant cannot be primarily for such production-related expenditures.

Entities may not use funds to purchase real estate, pay interest on loans originated after February 15, 2020, to invest or re-lend, political contributions, or other use prohibited by the program administrator.

VIII. Authority and Oversight.

The Associate Administrator for the SBA Office of Disaster Assistance will coordinate and formulate policies for the administration of these grants.  Accordingly, while we anticipate that the Office of Disaster Assistance will implement an application process (perhaps akin to the disaster loan assistance page that exists for Economic Injury Disaster Loans), in the interim the SBA’s disaster assistance customer service center can be reached at 1-800-659-2955 or by e-mail at disastercustomerservice@sba.gov.

The SBA will provide increased oversight of eligible persons/entities receiving SOS Grants.  Those receiving grants must retain records that document compliance with grant requirements for (i) four years for employment records and (ii) three years for all other records. Grants may be audited, and in the case of fraud, will require repayment of misspent funds or result in legal action to collect.

The SBA is required to deliver to Congress by February 10, 2021, a plan for oversight and audit of the SOS Grant program.  Further, beginning on February 25, 2021,the SBA must submit to Congress monthly reports that detail (i) total grants approved and disbursed, (ii) the total amount of grants received by each eligible person or entity, including any supplemental grants, (iii) the number of active investigations and audits of grants, (iv) the number of completed reviews and audits of grants under this section, including a description of any findings of fraud or other material noncompliance, and (v) any substantial changes to the oversight and audit plan.

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Proskauer’s cross-disciplinary, cross-jurisdictional Coronavirus Response Team is focused on supporting and addressing client concerns. We will continue to evaluate the CARES Act, the Consolidated Appropriations Act, 2021, related rules and regulations and any subsequent legislation to provide our clients guidance in real time. Please visit our Coronavirus Resource Center for guidance on risk management measures, practical steps businesses can take and resources to help manage ongoing operations.

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[1] Payroll costs also exclude (i) taxes imposed or withheld under chapters 21, 22, or 24 of the Internal Revenue Code of 1986 during the covered applicable period; (ii) qualified sick leave wages for which a credit is allowed under section 7001 of the Families First Coronavirus Response Act (Public Law 116–127); or (iii) qualified family leave wages for which a credit is allowed under section 7003 of the Families First Coronavirus Response Act (Public Law 116–127).

Photo of Jeffrey A. Horwitz Jeffrey A. Horwitz

Jeffrey A. Horwitz is a partner in Proskauer’s Corporate Department where he co-heads our Private Equity Real Estate practice and runs our internationally recognized Hospitality, Gaming & Leisure Group. He also has served as co-head of Mergers & Acquisitions and as a member

Jeffrey A. Horwitz is a partner in Proskauer’s Corporate Department where he co-heads our Private Equity Real Estate practice and runs our internationally recognized Hospitality, Gaming & Leisure Group. He also has served as co-head of Mergers & Acquisitions and as a member of our Executive Committee. Jeff is a general corporate and securities lawyer with broad-based experience in mergers and acquisitions, cross-border transactions, and long-term joint ventures. He is regularly engaged to advise boards, management teams and investors on strategic matters, from litigation to personnel to transactions. Jeff is also the head of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Jeff counsels clients on the full range of their activities, from seed capital to public offerings, acquisitions and operational matters, often acting as outside general counsel. He represents major financial institutions, sovereign wealth funds, private equity and family offices in sophisticated financial and other transactions. He represented Merrill Lynch Global Private Equity in connection with its equity participation in the $33 billion acquisition of HCA in what was then the largest LBO ever. He has handled deals aggregating nearly $200 billion in value, including tender offers, “going-private” transactions, IPOs, restructuring and structured finance transactions, and mergers and acquisitions in industries as diverse as biotechnology and aerospace, retail and cable television, and education and scrap metal. He regularly handles transactions outside the U.S., including Europe, the Middle East, Asia, Latin America, Australia, South Africa and India.

Leading our Private Equity Real Estate group, he works with a team of 75 lawyers from across the firm advising on complex transactions and disputes relating to real estate, and particularly hotels. Jeff has handled virtually every type of matter, and has worked with virtually every major player in these industries, including transactions for nearly 3,500 hotels comprising more than 275,000 rooms and involving more than $12 billion. His experience, both in and outside the U.S., extends to hotel and casino development and construction; portfolio and single-property acquisitions; sales and restructurings; financings; management; marketing; reservations systems; litigation counseling and strategic planning; and ancillary services. This breadth of work is key to executing complex and sophisticated transactions, such as the $2.9 billion acquisition of Fairmont Raffles by AccorHotels and its investments in Huazhu, Banyan Tree Hotels & Resorts, Brazil Hotel Group, sbe Entertainment and 21c Museum hotels, among others.

As a senior member of our Entertainment Group, Jeff represents The Broadway League (the national trade association for Broadway theatre), the Tony Awards®, and various other joint venture events and producers. In the media industry, Jeff has advised on the acquisition and sale of television, radio, newspaper and magazine properties, and the acquisition and sale of advertising, promotion and marketing agencies, and related joint ventures. He also advises rights holders, including our long-time clients The Leonard Bernstein Office and The Balanchine Trust. He leads our team representing TSG Entertainment in film-slate financing deals.

Jeff also frequently represents start-up and development-stage companies, as well as established “traditional” businesses, in online, Internet-related or technology businesses. He has handled organizational and structuring matters, venture capital and other equity placements, restructurings (from “down” rounds to recapitalizations to M&A solutions). He has both company-side and investor experience.

As a frequent speaker at real estate and hospitality events, Jeff regularly presents about hotel management agreements at The Hotel School at Cornell’s SC Johnson College of Business, NYU’s Jonathan M. Tisch Center of Hospitality, and on M&A and investment matters at lodging investment conferences around the world, including the NYU Hospitality Industry Investment Conference in New York, Americas Lodging Investment Summit in Los Angeles, the International Hotel Investment Forum in Berlin and the Hotel Investment Conference Asia-Pacific in Hong Kong.

Jeff is a member of the American Hotel & Lodging Association (AHLA) Hospitality Investment Roundtable, ULI (and its Hotel Development Council) and the Advisory Board of the Cornell Center for Real Estate and Finance and has served as a member of the Editorial Board of the Cornell Hotel and Restaurant Administration Quarterly and a member of the Advisory Board of the Cornell Center for Hospitality Research. He is a director of The New York Hospitality Council, Inc., a not-for-profit forum for hospitality industry leaders, and is a member of the Real Estate Capital Policy Advisory Committee of The Real Estate Roundtable. He also has served as a director of the America-Israel Chamber of Commerce, and as a member of the French-American Chamber of Commerce in the U.S. and the American Society of Corporate Secretaries. He was the Chairman of the Board of Labyrinth Theater Company and a director of The Jewish Community Center in Manhattan for more than 15 years, a member of the Executive Committee of the Lawyers’ Division of UJA-Federation for more than five years and an officer of the Henry Kaufmann Foundation for more than a dozen years. He currently serves as Chairman of the Board of The American Playwriting Foundation and Building for the Arts and is a member of the Board of Directors of StreetSquash and The George Balanchine Foundation. He also served as a Vice Chair of the Associates’ Campaign for The Legal Aid Society.

Jeff has been with the firm for his entire career and lives in Manhattan and Connecticut.

Photo of Yuval Tal Yuval Tal

Yuval Tal is a partner in our Corporate Department where he co-heads our internationally recognized Hospitality, Gaming & Leisure Group. He also heads our Hong Kong and Beijing offices. He is a general corporate and securities lawyer with diverse experience in cross-border mergers…

Yuval Tal is a partner in our Corporate Department where he co-heads our internationally recognized Hospitality, Gaming & Leisure Group. He also heads our Hong Kong and Beijing offices. He is a general corporate and securities lawyer with diverse experience in cross-border mergers & acquisitions (public and private, debt and equity), long-term joint ventures, private equity real estate and corporate and real estate finance. He advises clients on the full range of their activities including any form of financing, operational matters and commercial transactions. He advises sponsors and funds on the structuring, execution, entering into, restructuring and exiting of investments. Yuval is co-chair of Proskauer’s CARES Act Team and a part of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Yuval has decades of experience representing clients on complex, first in kind transactions.  Yuval’s strength is providing original, workable and practical solutions that get the deal done. Qualified in New York, Hong Kong and Israel, Yuval has negotiated transactions in six continents and has particular experience representing Asian clients and clients based outside of Asia in inbound and outbound transactions. Yuval has worked in various industries including real estate, hospitality, entertainment, sports, financial services, technology and life sciences.

As an international M&A lawyer, Yuval has many years of experience dealing with complicated, non-customary transactions involving parties from different countries, cultures and legal systems.  He has represented private equity, family offices, corporations and individuals in structuring, restructuring, managing and disposing of investments in Asia, Europe and the United States.  He is typically called upon to strategize and structure complex transactions that do not follow a prescribed form or pattern. Yuval’s experience enables him to forsee future issues and clients have commented on his “ability to think seven moves ahead of the competition”. Yuval is also well known for his ability to broker deals between opposing parties in order to get the deal done, irrespective of the legal, business or practical obstacles. His efforts have earned him recognition by Legal 500Chambers Asia Pacific and IFLR1000, where clients have referred to his “ability to play the honest broker to all parties involved, and to bridge the different cultures, legal systems and language barriers and to continually solve the unsolvable, is what allowed us to get this difficult deal done” and another stated “he was completely invested in the deal in a way lawyers seldom are, and his creativity and efforts allowed us to bridge considerable gaps between the parties and find common ground”.

As co-head of our Hospitality, Gaming & Leisure Group, Yuval has worked on virtually any kind of transaction, including mixed-use development and construction, acquisition and sale, restructuring and public offerings of real estate, hotel and casino companies. He has completed numerous high profile transactions involving the buying, selling and combining Asian and Western based hotel operating companies, including AccorHotels’ [EPA:AC]  US$2.9 billion acquisition of Fairmont, Raffles and Swissôtel brands, its acquisition of Tribe, Australia’s first integrated modular hotel brand, Accor’s long-term alliance with Huazhu Hotels Group (also known as China Lodging Group [Nasdaq: HTHT]) and its strategic partnership with Singapore-based Banyan Tree Holdings [SGX:B58]. He also advised Formosa International Hotels’ sale and resulting joint venture with Intercontinental Hotels Group with respect to the Regent brand.  His real estate and hospitality work has included transactions for properties from China to India to the United States to Australia. He also has many years of experience with hotel licensing, franchising and management.

Yuval’s broader Private Equity Real Estate experience includes working on The Recording Academy’s (The Grammys) deal to develop Grammy Museums in China, a public/private deal to finance an office building in Delhi, India; the acquisition of hotels in Bangkok by a large Japanese institutional investor and a joint venture between a Hong Kong developer and an Asian based private equity fund for the acquisition and redevelopment of a property in Kowloon into a mixed use property including co-living and co-working properties.

Yuval is a member of the Steering Committee of the Asian Hospitality Development Council of the Urban Land Institute (ULI) and has recently been appointed to the Law 360 2020 Hospitality Editorial Board. He is a regular speaker at real estate and hospitality related conferences such as the Hotel Investment Conference Asia-Pacific in Hong Kong.

Prior to rejoining Proskauer in 1999, Yuval practiced law in Israel, representing Israeli clients in transactions in Europe and the United States and European and U.S.-based clients in transactions in Israel. He handled transactions for major publicly traded Israeli companies such as Clal (Israel) Ltd., LifeWatch, Kitan Consolidated Ltd., Orckit Communications Ltd., ECI Telecom Ltd., Scitex Corporation Ltd. and Tecnomatix Technologies Ltd. Since joining Proskauer, Yuval has continued to represent Israeli clients on a wide range of corporate and securities matters.

Photo of Andrew Bettwy Andrew Bettwy

Andrew Bettwy is a partner in the Corporate Department and co-head of the Finance Group. His principal focus is the representation of financial institutions, private equity sponsors, and public and privately held companies in leveraged finance and other financing transactions. Andrew represents both…

Andrew Bettwy is a partner in the Corporate Department and co-head of the Finance Group. His principal focus is the representation of financial institutions, private equity sponsors, and public and privately held companies in leveraged finance and other financing transactions. Andrew represents both lenders and borrowers in a wide range of transactions involving multiple industries and diverse debt capital structures, including acquisition financings, recapitalizations, multiple lien and subordinated debt financings, debtor-in-possession and exit financings, and private placements.

Andrew has represented several leading financial institutions while at Proskauer, including Bank of America, Citibank, CoBank, Credit Suisse, Imperial Capital, Jefferies Finance and Lazard Capital Markets.

Andrew is co-chair of Proskauer’s CARES Act Team and a part of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Taskforce helping to shape the guidance and next steps for clients impacted by the pandemic.

Photo of Lauren Boglivi Lauren Boglivi

Lauren Boglivi is the co-head of Proskauer’s global Mergers & Acquisitions and Private Equity Group. Through her extensive transactional experience, Lauren is a leading lawyer at the forefront of some of the most industry-defining M&A matters, in particular in media and entertainment and…

Lauren Boglivi is the co-head of Proskauer’s global Mergers & Acquisitions and Private Equity Group. Through her extensive transactional experience, Lauren is a leading lawyer at the forefront of some of the most industry-defining M&A matters, in particular in media and entertainment and the growing US gaming industry. In working with influential and high-profile media giants, Lauren has worked extensively on transactions that structure and shape the way media content is viewed and accessed around the world.

Lauren’s recent deal activity includes:

  • Represented Public Interest Registry (PIR), which was established by the Internet Society in 2002 to manage and operate the .ORG domain, in its pending $1.135 billion sale to Ethos Capital.
  • Led the Proskauer team that advised Empire City Casino, one of the largest gaming facilities in the U.S. and one of only two facilities licensed to operate video lottery terminals in the New York City metropolitan area, in its $850 million sale to MGM Resorts International.
  • Represented media giant Discovery in a variety of matters that have made headlines around the world, including its acquisition of Golf Digest, one of the world’s leading golf media brands, from Condé Nast, and its $2 billion strategic alliance with the PGA Tour. This alliance created a first-of-its-kind international OTT platform and gives Discovery global multi-platform live media rights outside of the U.S. for all PGA Tour events.
  • Advised Discovery in the $120 million sale of approximately 90% of the ownership of its Discovery Education business to Francisco Partners, a private equity firm.

Over the past year, Lauren has been recognized as a “Sports & Entertainment Trailblazer” by the National Law Journal and was named an Elite Dealmaker by Variety and a Top Lawyer by Cablefax.

Photo of Karen J. Garnett Karen J. Garnett

Karen Garnett is a partner in the Corporate Department, and a member of the Capital Markets Group.

Karen’s practice focuses on regulatory matters under the federal securities laws, equity finance transactions and public company advisory services. Karen has extensive experience in applying and…

Karen Garnett is a partner in the Corporate Department, and a member of the Capital Markets Group.

Karen’s practice focuses on regulatory matters under the federal securities laws, equity finance transactions and public company advisory services. Karen has extensive experience in applying and interpreting federal securities laws and regulations, including requirements governing public company registration, reporting and disclosure.

Karen joined Proskauer following almost 24 years on the staff of the U.S. Securities and Exchange Commission. Most recently, she was an Associate Director in the Division of Corporation Finance, where she led the disclosure review program. Karen routinely provided guidance on a broad range of complex transactions and disclosure matters. She oversaw the work of several industry-focused review teams and has significant expertise in disclosure relating to REITs and commodity pools. As a senior officer, Karen helped develop many of the Division’s policies and procedures, and she worked closely with staff across the SEC on matters involving broker-dealers, investment companies, and novel financial products.

Photo of Camille Higonnet Camille Higonnet

Camille Higonnet is a partner in the Corporate Department and a member of the Private Funds Group.

Camille concentrates in the areas of corporate and securities law, with an emphasis on representing private investment fund sponsors in structuring funds and portfolio investment activities…

Camille Higonnet is a partner in the Corporate Department and a member of the Private Funds Group.

Camille concentrates in the areas of corporate and securities law, with an emphasis on representing private investment fund sponsors in structuring funds and portfolio investment activities, as well as regulatory and compliance matters. Camille’s practice includes advising on marketing and fundraising as well as key trends in fund terms, conducting negotiations with investors, and advising on ongoing operational issues.

In addition, Camille represents both U.S. and non-U.S. institutional investors in their investments in private investment funds, as well as in connection with secondary market activities, including traditional portfolio sales, structured secondaries, synthetic secondaries and fund restructurings.

As businesses and asset managers globally continue to be impacted by the Coronavirus (COVID-19) pandemic, Camille is a member of the firm’s Coronavirus Response Team, helping clients approach and respond to a broad scope of issues, including but not limited to in connection with The Coronavirus Aid, Relief, and Economic Security (CARES) Act.

Recognized for her leadership, innovate practice approach and expertise in representing private investment fund sponsors, Camille was named to PEl’s inaugural 40 Under 40: Future Leaders of Private Equity list. Camille is also a member of Proskauer’s Diversity Task Force and she is actively involved in Proskauer’s Diverse Lawyer Mentoring Circle Program (MCP) as a partner mentor to junior-level associates.

Camille spent two years on secondment at the firm’s London office.

Photo of Vincent Indelicato Vincent Indelicato

Vincent Indelicato is a partner in Proskauer’s Corporate Department, and a member of both the Business Solutions, Governance, Restructuring & Bankruptcy and Private Credit Restructuring Groups. His practice focuses on corporate restructurings, with an emphasis on the representation of direct lenders, ad hoc…

Vincent Indelicato is a partner in Proskauer’s Corporate Department, and a member of both the Business Solutions, Governance, Restructuring & Bankruptcy and Private Credit Restructuring Groups. His practice focuses on corporate restructurings, with an emphasis on the representation of direct lenders, ad hoc groups, bondholders, and creditors’ committees both out of court and in chapter 11. He is frequently consulted by leading distressed hedge funds, BDCs, private credit lenders, private equity investors and creditors on complex domestic and international insolvency and restructuring issues, including intercreditor and interlender matters, across a variety of industries. Vincent is also part of the Firm’s cross-disciplinary, cross-jurisdictional Coronavirus Response Team helping to shape the guidance and next steps for clients impacted by the pandemic. Vincent has been recognized by the American Bankruptcy Institute for his “formidable courtroom presence with natural dealmaker instincts” as a recipient of the 40 Under 40 Award, and an Outstanding Young Restructuring Lawyer by  Turnaround and Workouts.

Over the last several years, Vincent has played a lead role in some of the most significant corporate reorganization cases in the United States. These include his representation of the Statutory Committee of Unsecured Claimholders in the chapter 11 cases of Caesars Entertainment Operating Company Inc., which filed for bankruptcy with more than $18 billion of funded debt; the Los Angeles Dodgers in their $2 billion acquisition by Magic Johnson and Guggenheim Partners; Brookfield Asset Management in the $2.5 billion debt restructuring of Kerzner International’s Atlantis Bahamas Resort; and J.P. Morgan and other substantial creditors in the chapter 11 cases of MF Global, a financial services company with $41 billion in assets. He also serves as counsel to the Statutory Committee of Unsecured Claimholders in the multi-billion dollar chapter 11 cases of Westinghouse Electric Co. LLC, represents an ad hoc group of second lien noteholders in the chapter 11 cases of Avaya Inc., which filed for bankruptcy with more than $6 billion of funded debt, and acts as lead counsel to the Statutory Equity Committee in the chapter 11 cases of Breitburn Energy Partners L.P., an oil and gas master limited partnership with more than $3 billion of funded debt.

Photo of Patrick D. Walling Patrick D. Walling

Patrick D. Walling is a partner in the Corporate Department and a member of The Private Credit Group.

Patrick represents private credit providers in direct lending transactions that range from $10 million to  over $1 billion, including unitranche, second lien, secured mezzanine, mezzanine…

Patrick D. Walling is a partner in the Corporate Department and a member of The Private Credit Group.

Patrick represents private credit providers in direct lending transactions that range from $10 million to  over $1 billion, including unitranche, second lien, secured mezzanine, mezzanine, holdco, and preferred stock. He has broad experience representing a diverse group of specialty finance companies, private debt funds, business development companies, sovereign wealth funds, insurance companies,  and other private sources of capital. Patrick has represented lenders in cash flow as well as asset-based transactions across a wide range of industries, including technology, healthcare, retail, professional services, business services, , aerospace, sports, logistics and education, to support transactions that include acquisitions, growth capital investments, refinancings, recapitalizations, restructurings and special situations.

Photo of Grant R. Darwin Grant R. Darwin

Grant Darwin is an associate in the Corporate Department and a member of the Private Equity and Mergers & Acquisitions Group.  Grant counsels clients in connection with a variety of domestic and cross-border buyouts, mergers, acquisitions, divestitures, joint ventures, and recapitalizations, as well…

Grant Darwin is an associate in the Corporate Department and a member of the Private Equity and Mergers & Acquisitions Group.  Grant counsels clients in connection with a variety of domestic and cross-border buyouts, mergers, acquisitions, divestitures, joint ventures, and recapitalizations, as well as growth and venture-stage investments and general corporate governance matters.  Grant’s experience involves transactions in an array of industries, including manufacturing, gaming, retail and consumer products, technology and healthcare.

In addition to his corporate practice, Grant engages in a variety of pro bono efforts, including matters related to cash bail and prison reform, use of excessive force against minors and advising not-for-profit organizations on formation, corporate governance and related matters.  Grant has also spearheaded voter registration drives and joined in election protection initiatives.

Prior to Proskauer, Grant was an associate with Kirkland & Ellis LLP, where he was awarded the 2016 Kirkland & Ellis Pro Bono Leadership Award.

Photo of Lara Miller Lara Miller

Lara Miller is an associate in the Corporate Department and a member of the Private Equity and Mergers & Acquisitions Groups. Lara focuses her practice on domestic and cross-border buyouts, mergers and acquisitions, divestitures, joint ventures, recapitalizations, growth equity investing and portfolio company…

Lara Miller is an associate in the Corporate Department and a member of the Private Equity and Mergers & Acquisitions Groups. Lara focuses her practice on domestic and cross-border buyouts, mergers and acquisitions, divestitures, joint ventures, recapitalizations, growth equity investing and portfolio company governance and related matters. In addition, Lara has represented clients across a variety of industries, including consumer products, financial services, health care, hospitality, real estate and media and technology.