Falcone, Laurianne

Terrence A. Everett practices in the area of business law with an emphasis on corporate and finance transactions, mergers and acquisitions, domestic and international securities transactions, hospitality and real estate. He has represented clients in connection with the acquisition, operation and financing of numerous business and other projects in the United States and assisted start up enterprises with strategic structuring, financing and operations. Mr. Everett has extensive experience in the formation and operation of onshore and offshore operations and corporate structures as well as domestic and international public and private debt, equity and venture capital financing.

Representative Matters

Retail  Negotiated tax advantaged $800 million sale agreement for foreign owner of major retail center involving an exchange of convertible securities of a NYSE REIT.

Corporate Structuring  Advised American Stock Exchange company in corporate structuring and acquisition of dissident shareholder block of stock by white knight and compliance with state takeover statutes.

Financial Institution  Represented NYSE top 50 bank holding company acquiring a California bank in $175 million merger. Also represented a regional bank holding company in connection with a tender offer and going private transaction.

Manufacturing  Represented a major food product manufacturer in a tender offer for a regional food producer to expand operations.

Bond Financing  Assisted in advising Lehman Brothers on restructuring $300 million+ of bond financing for Mexico infrastructure project.

Agriculture Represented an affiliate of Lazard Freres in the marketing and divestiture of agricultural operations for $50 million.

Movie Studios Represented entertainment conglomerate in the sale of motion picture and television production and distribution entertainment assets, including substantial film libraries.

Hotel Represented the Brunei Investment Agency in the acquisition of the Beverly Hills Hotel from a group led by Marvin Davis. Work included international transaction structuring, negotiation and documentation. Managed renovation of royal bungalows.

Gaming Represented client in connection with the acquisition, financing and corporate structuring of the premier thoroughbred race track in Pennsylvania, subsequent build out of off-track gaming centers, simulcast wagering and satellite transmission facilities, as well as subsequent acquisition of two race tracks in New Jersey in $150 million+ in transactions. Appointed as a member of the Board of Directors and Executive Committee of Board of Directors of this gaming company.

Gaming Represented a client in a fierce competition against Donald Trump and Trump Castle Associates for control of riverboat gaming site on the Delaware River. Convinced the United States Environmental Protection Agency and City of Philadelphia to support client and propose plans for bankruptcy reorganization of project owner competing with Trump's plan to acquire and develop site. Client was successful and project was acquired.

Gaming Represent Chairman of major hotel chain in connection with participation as lender, major shareholder in the development of Nevada hotel and casino operation and public offering.

Affiliations

• American Bar Association
• California State Bar Association
• Los Angeles Country Bar Association
• Beverly Hills Bar Association

Distrinctions

• Highest "AV" Professional Rating, Martindale-Hubbell Law Directory