Citron, Walzer & Terzulli Deliver Calhoun School Merger

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July 5, 2023 – Jeff Citron, Bill Walzer, and Nick Terzulli, assisted The Calhoun School, a premier co-educational independent school on New York City’s Upper West Side, serving students from pre-K through 12th grade, executing a complicated merger transaction with the Metropolitan Montessori School. The merger transaction included the sale of one of Calhoun’s properties, the paydown of a portion of the Metropolitan Montessori School’s tax exempt bonds, the paydown of a portion Calhoun’s tax exempt bonds, approvals from Build NYC and the New York State Board of Regents, and myriad of complex and interconnected corporate, financial, real estate, insurance, and tax issues.

DHC not only represented Calhoun in the transaction, but quarterbacked the entire deal – structuring the deal-flow, scheduling daily and weekly calls with stakeholders, and negotiating with over a dozen highly respected tax, bond, and real estate attorneys from Nixon Peabody, Hawkins Delafield & Wood LLP, Norton Rose Fulbright, and Windels Marx.

And if quarterbacking all these moving parts wasn’t enough, DHC had to assure that the deal closed on June 30th in order to be compliant with the NYS Board of Regents requirements or a milieu of tax implications would have kicked in costing the client hundreds of thousands of dollars extra.  The DHC team worked round the clock to assure that all went off without a hitch and shepherded the deal to completion on time, on target and on budget.

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