PRO POSA L
October 23rd, 2025 P REPA RED FO R
Q Properties
25 - 30 Closed transactions annually
21
Countries with represented clients
165
Awards and Accolades since 2011
ABOUT SADIS Sadis & Goldberg LLP is an internationally recognized law firm. Drawing on the experience and depth of our lawyers, we leverage each lawyer’s industry-specific knowledge to help our clients succeed. This collaborative approach brings collective insight to the table that contributes to sensible, efficient resolutions, and allows us to remain attentive to cost and time sensitivities. Sadis clients include strategic and financial buyers, independent sponsors, domestic and international companies, financial institutions, family offices, venture capital funds, hedge funds, private equity funds, buyout funds, commodity pools, special purpose vehicles and numerous businesses operating in various industries around the world.
INDUSTRY INVOLVEMENT Independent Sponsors - Sadis hosts networking events for capital providers and independent sponsors, including two major conferences each year, to connect independent sponsors and capital providers. Earnout Magazine – Sadis publishes a quarterly magazine, targeting financial services professionals, with a focus on independent sponsors and deal makers. Sadis Business Breakfast – Brings together investors, founders, accountants, analysts, capital providers, and other business leaders to discuss trending topics and network.
Sadis Family Office Dinners - Executives from family offices network and share ideas on market trends across various industries.
11
Businessfocused practice teams
Sadis Annual Private Funds Forum - Industry leaders from law firms accounting firms, third party administrators, directors and consultants focused on the private funds industry gather together for several days from across the globe to share ideas and discuss recent developments facing the financial services industry.
FOCUSED SOPHISTICATED REPRESENTATION Sadis maintains a diverse, business-oriented practice focused on mergers & acquisitions, private investment funds, asset and wealth managers, family offices, litigation, corporate, real estate, regulatory and compliance, tax and ERISA.
PRIVATE EQUITY
Our Private Equity group is experienced in all aspects of structuring and bringing to market a wide variety of private equity and venture capital funds, including many unique and innovative “hybrid” funds, which incorporate both open and closed end fund features. We routinely represent funds and managers operating in a broad array of asset classes and industries, including, without limitation, real estate, direct-lending, specialty finance, healthcare, media, software, insurance, biotechnology, cannabis, communications, oil and gas, gaming, leisure, entertainment, renewable energy credits, fintech, alternative finance and water rights. We also have a diverse international experience, and have formed private equity funds and/or advised clients in connection with private equity investments in Australia, Austria, Bermuda, British Virgin Islands, Canada, Cayman Islands, Central America, China, Greece, Guernsey, India, Ireland, Isle of Man, Israel, Japan, Jersey, Luxembourg, Mauritius, Switzerland, Singapore and Ukraine.
CORPORATE
Sadis' corporate group represents business entities in all stages of growth, from small startups and emerging businesses to large and long-established business entities. Our attorneys act as ongoing transactional counselors and resolve complex issues in the United States and internationally, in areas such as mergers and acquisitions; credit and lending, mortgages; contract negotiations, technology agreements, TMT transactions (tech, media, and telecom) activist investing; derivatives; private equity, hedge funds, and venture capital; securities regulation; PIPE transactions; banking and finance; and capital markets. The broad nature of the services we render reflects the wide scope of our clients' needs and the many and varied industries in which they operate. Attorney teams drawn from the firm's related legal areas collaborate to provide the experience needed for each of these transactions, including counsel on issues related to tax, real estate, labor, ERISA, litigation and intellectual property, as the client's circumstances require.
REAL ESTATE
Sadis’ Real Estate group delivers a full spectrum of legal services and solutions for it’s real estate clients. Our team represents a wide variety of clients including owners, developers, private equity funds, investors, venture capital firms, family offices, real estate companies of varying sizes and lenders, including private lenders providing first lien facilities and mortgages, mezzanine lenders and unitranche lenders. What sets Sadis apart from other law firms is our hands on approach and dedication to service to each of our clients as their needs arise. Our integrated approach produces results that address your immediate needs while remaining mindful of overall project and business objectives, through all stages of the process. Our practice focuses on the purchase and sale of large multifamily real estate projects and portfolios, office buildings, other commercial and mixed-use properties, as well as retail properties throughout the New York metropolitan areas while also working with strategic partners which allows us to expand our reach to other markets around the country. In addition, Sadis also regularly counsel’s its clients in negotiating joint venture agreements, equity investments; tenancy in common agreements, other partnership agreements, real estate finance, development agreements, capital investments; and complex retail and office leasing. Sadis regularly works with its corporate team to accomplish the foregoing which enables it to handle all sorts of sophisticated transactions.
HEDGE FUNDS
The Financial Services group at Sadis provides legal advice to both domestic and offshore private investment funds in the alternative investment space. We provide counsel on the structure and formation of new funds, as well as the reorganization and restructuring of existing funds. We structure and service a wide variety of funds, such as long/short equity funds, global macro funds, direct-lending funds, emerging market funds, risk arbitrage funds, convertible arbitrage funds, high yield bond funds, distressed debt funds, bank debt funds, sector-specific funds (e.g. technology, internet, health care, biotechnology), collectible funds (e.g. car, art, watch), crypto-currency funds, cannabis funds, fund of funds, multi-manager funds and fund platforms. We provide customized drafting of confidential private placement memoranda, limited partnership agreements, operating agreements, subscription documents and other related fund documents.
We also draft and negotiate agreements documenting the relationship with fund managers, principals and employees, subadvisors, consultants and fund counterparties. Sadis currently represents hundreds of private investment funds with managers throughout the world. Our client base is comprised of clients of all sizes, backgrounds and investment sectors and our client base represents a significant percentage of the private fund industry’s market share, providing the Firm with an unusual awareness of current market behaviors, favored commercial terms and other industry trends. This unique access to current market information allows our team to advise our clients with both experienced legal counsel and timely business intelligence. By virtue of representing several hundred alternative investment vehicles with investment managers domiciled
throughout the world, our market share gives us a unique perspective on the global investment funds industry. Additionally, as a result of our unique global footprint, we enjoy very strong relationships with leading legal counsel and other professionals in international centers for onshore and offshore finance, such as the Cayman Islands, Bermuda, the British Virgin Islands, Luxembourg, Ireland, Switzerland, Malta, Jersey, Guernsey, Mauritius, Hong Kong and the United Kingdom. In addition, we maintain a specialized cross-border funds practice targeting non-US managers seeking to offer securities and launch products in the United States, including clients in Ireland, the UK, the Netherlands, Canada, China, Singapore, France, Luxembourg, Germany and Switzerland.
Our client base represents a significant percentage of the private fund industry's market share, providing the Firm with an unusual awareness of current market behaviors, favored commercial terms and other industry trends.
REPRESENTATIVE MATTERS Real Estate lending and direct lending: 1. Sag Harbor Capital Management: Formation of a Delaware private fund to make first lien mortgage loans. (2019) 2. Abex Management: Formation of a Delaware private fund to make real estate loans. (2021) 3. iCross: Formation of a pooled vehicle open to both U.S. and non-U.S. investors to make mortgage loans. (2023) 4. Avana Capital Management: Formation of a Delaware private fund with a “season and sell" structure engaged in direct lending. (2022) 5. Shadow Tree Capital Management: Formation of a private fund structure to make multi-strategy direct loans. (2019) 6. Monroe Capital Management: Formation of a private fund structure to make multi-strategy direct loans. (2019) 7. Serengeti Asset Management: Formation of a private credit fund structure making direct loans to various slots in the capital structure. (2021-Present: we serve as deal counsel) 8. Gramercy Funds Management: Formation of a secured private lending fund structure. (2021-Present) 9. Alleon Lending: Formation of a private fund structure focused on receivables financing. (2014-2019) 10. Madison Avenue Capital Partners: Formation of a private credit fund structure making direct loans. (2012)
Real estate funds (equity):
1. 47th Street Investors LLC: Formed an SPV to acquire a luxury residential rental building in midtown Manhattan.
2. Blackspruce Management: Formed various SPVs to acquire commercial and residential real estate. (2022)
3. 38th Street Investors LLC: Formed an SPV to acquire commercial and residential real estate. (2021)
4. Southern Bridge Capital: Formation of three offshore structures to make investments in offshore properties. (2017) 5. Gorelick Brothers Capital: Formation of three master/feeder structures to make real estate investments. (2015)
6. Participant Capital Advisors: Formation of a Delaware private fund to make real estate investments. (2019)
FEES
You have asked us to set up a residential U.S. standalone special purpose vehicle “SPV" for the purpose of acquiring an interest in a Cube Smart self-storage facility and renovated office/retail buildings in Charleston, South Carolina. We expect that the cost for the scope of Sadis' work in forming and structuring the SPV is approximately $60,000. The actual costs will depend on the time spent by lawyers on the engagement. Our fees do not include costs or expenses incurred by us, or fees charged by other services providers. Nor does the estimate include any negotiations or structuring of the management entity on behalf of the principals. While we will make every effort to be as efficient as possible, if terms of the offering change during the drafting or are subject to significant comments from investors or service providers, your actual costs may be higher. However, if we only receive limited comments on drafts, fee estimates may be conservative in relation to the actual costs in connection with our services. SPV Expenses Fees paid by you in connection with the formation of the SPV, as well as the negotiations of agreements with counterparties and side letters are often reimbursed or paid by the SPV and amortized over 60 months. Billing Rates Our billing rates range from $475-$1250. The lawyers who we anticipate that will work primarily on this matter will range from $500-$1000/hour. Upon your request, we will provide you with an engagement letter. The retainer required for this matter is $20,000. The balance, plus certain out of pocket expenses, will be due in conjunction with the completion of the SPV formation.
TIMING
Completion of the matter will generally depend on how responsive you and the other services providers are to the documents we provide. However, assuming all parties are fully engaged, we would expect that the SPV fund could certainly be launched within 3 weeks of our engagement.
Our Team Sadis & Goldberg's team is exceptionally experienced in the areas above. Our firm's partners have decades of experience, both at Sadis, as well as at larger law firms.
OUR TEAM David Fitzgerald P A R T NE R
212.573.8428 dfitzgerald@sadis.com
David Fitzgerald’s practice focuses on investment funds, securities, joint ventures, regulatory compliance and investment advisers. He regularly structures and organizes hedge funds, private equity funds, funds of funds, direct lending funds, separately managed accounts, and hybrid funds. Additionally, he advises private fund managers on structure, compensation, employment and investor issues, and other matters relating to management companies. Drawing on his many years of experience as an institutional Chief Compliance Officer and General Counsel, David provides ongoing advice to investment advisers on securities law issues, including SEC filings. His practice also involves counseling clients in SEC regulatory matters, including compliance issues related to registered advisers.
David is a Partner in the firm's Financial Services and Corporate Groups
OUR TEAM Paul Marino P A R T NE R
212.573.8158 pmarino@sadis.com
Paul Marino is a partner in the Financial Services and Corporate groups. Paul focuses his practice in matters concerning financial services, corporate law and corporate finance. Paul provides counsel in the areas of private equity funds and mergers and acquisitions for private equity firms and public and private companies, and private equity fund and hedge fund formation. Paul works on a variety of M&A transactions, including leveraged acquisitions, divestitures of business divisions, going-private transactions, and other strategic acquisitions and dispositions in the following industries: manufacturing, telecommunications, consumer products, hospitality, healthcare, and technology, among others. His practice also includes joint ventures and general company representation matters. Paul has represented national and multinational corporations, ranging from telecoms to tech companies, as well as real estate syndication and financial investors and investment advisors. He has also negotiated and structured a number of U.S. domestic and cross-border mergers and acquisitions, and joint ventures.
Paul provides counsel in the areas of private equity funds and mergers and acquisitions for private equity firms and public and private companies, and private equity fund and hedge fund formation.
OUR TEAM Seth Lebowitz P A R T NE R
212.573.8152 slebowitz@sadis.com
Seth Lebowitz is a partner in the firm’s Tax group. Seth advises clients on the tax-efficient planning and execution of a broad range of transactions, with a particular focus on the formation, operation and investing activities of private equity and hedge funds. Seth has experience with: • Domestic and international tax issues relating to fund structuring • Joint ventures and partnerships • Corporate and real estate investing • Lending • Securities trading • Distressed investing • Financial products.
Seth advises clients on the tax-efficient planning and execution of a broad range of transactions, with a particular focus on the formation, operation and investing activities of private equity and hedge funds.
OUR TEAM Mitchell Taras P A R T NE R
212.573.8417 mtaras@sadis.com
Mitchell Taras practices in the firm’s Real Estate and Corporate groups. He represents clients in a variety of complex real estate transactions, including acquisitions, dispositions, financing, construction, leasing and joint venture negotiations involving apartment buildings, shopping centers, hotels and office buildings. Mitchell has represented both borrowers and lenders in mezzanine lending, securitized loans, and secured and unsecured credit facilities. He has also represented owners in connection with construction contracts and disputes. On the corporate side, Mitchell counsels proprietorships, franchisees and other closely held businesses in their day-to-day operations. He also has extensive experience in structuring, negotiating and implementing various business transactions, including sales of assets; mergers and consolidations; acquisitions and dispositions of companies; joint ventures; business restructuring and reorganization; and preparation of employment, shareholder, partnership and limited liability company operating agreements. With his broad experience, he also serves franchisees, entrepreneurs and other clients in a diverse range of industries.
Mitchell represents clients in a variety of complex real estate transactions, including acquisitions, dispositions, financing, construction, leasing and joint venture negotiations involving apartment buildings, shopping centers, hotels and office buildings.
OUR TEAM Jaywon Choi AS SOC I A T E
212.573.8424 jchoi@sadis.com
Jaywon Choi is an associate in Sadis’ Financial Services and Corporate groups, focusing on corporate transactions, and regulatory compliance. Jaywon is fluent in Korean.
THANK YOU
SADIS & GOLDBERG LLP 551 Fifth Avenue, 21st Floor New York, NY 10176 212.947.3793 info@sadis.com