Overview
Mitchell S. Cohen is a partner in the Firm’s Corporate Finance and M&A group, with a primary focus on debt finance transactions, mergers and acquisitions, and general corporate representation. In particular, he brings extensive experience across a broad spectrum of secured and unsecured debt financings, including senior, mezzanine, second lien, subordinated, and convertible debt, as well as other forms of private credit and junior capital finance. Mitchell represents a diverse range of clients— including borrowers, issuers, investment funds, and non-traditional lenders—in both standard financing arrangements and complex restructurings.
Mitchell is also experienced in private M&A transactions, advising buyers and sellers in equity and asset acquisitions, divestitures, and leveraged buyouts. In the media and entertainment sectors, he has worked on financing for film development and production, and has handled transactions involving the sale of film titles, libraries, and related entertainment assets.
Mitchell has served as outside corporate counsel to U.S. subsidiaries of international companies and has worked abroad in the Tokyo and London offices of a prior firm. His legal career includes partnerships at Reed Smith LLP, Irell & Manella LLP, and Riordan & McKinzie, as well as being an associate at Gibson, Dunn & Crutcher LLP. Before graduating from law school, Mitchell was a tax consultant with Touche Ross & Co. in New York City.
Read More: Mitchell S. Cohen Officially Joins Raines Feldman’s Growing National Corporate Practice
Significant Engagements
- Represented a vertically integrated licensed cannabis owner/operator in California in connection with an offering and sale of its equity securities.
- Represented the lender in connection with a secured loan transaction involving the borrowing of a secured term loan and the issuance of an option to purchase equity securities by a borrower engaged in the business of producing and selling electric transit vehicles.
- Represented the seller in connection with a merger transaction involving the sale of a multi-clinic rehabilitation and physical therapy business.
- Represented a licensed cannabis multi-state operator in connection with the issuance and sale of a series of senior subordinated promissory notes.
- Represented the borrower, a global Network as a Service (NaaS) provider that delivers network connectivity services to users and businesses, in connection with the establishment of a senior secured term loan facility.
- Represented MedMen Enterprises Inc. in connection with the sale of its cannabis retail dispensaries in Las Vegas.
- Represented MedMen Enterprises Inc. in connection with the sale of its cannabis production and retail operations in Arizona.
- Represented affiliated entities that own the rights associated with the music of a former American rapper in connection with the establishment of senior secured loan facilities and refinancings thereof.
- Represented Lemurian, Inc., also known as “Jetty,” a California-based producer of high- quality cannabis extracts, in connection with the grant to Canopy Growth Corporation of the right to acquire up to 100% of the outstanding capital stock of Jetty.
- Represented a vertically integrated licensed cannabis owner/operator in California in connection with the establishment of a senior secured credit facility.
- Represented a prominent social media personality in connection with the restructuring of the legal and economic relationships with his business partners.
- Represented a leading U.S.-based third-party logistics (3PL) provider serving major e- commerce brands in connection with the establishment of a senior secured term loan facility.
- Represented the Academy of Motion Picture Arts and Sciences and related Academy foundations in connection with the issuance of several hundred million dollars of tax- exempt “Oscar Bonds” to finance the construction and development of the Academy Museum of Motion Pictures.
- Represented affiliated investment funds in connection with the purchase of a secured second lien credit facility for a leading manufacturer of sports protection gear.
- Represented a private equity-owned manufacturer and distributor of pop-up shelters in connection with the establishment of a senior secured credit facility.
- Represented a leading manufacturer of LED lighting products in connection with a series of significant refinancing transactions.
- Represented a private equity-owned manufacturer and distributor of integrated circuits in connection with the issuance and sale of senior secured convertible notes.
- Represented Green Knight Productions, a production affiliate of Ley Line Entertainment and Dallas-based Tango Films, as the producer and co-financier of a new feature film entitled “The Green Knight.”
- Represented the majority investor in The Walking Company, the California-based comfort shoe chain, in connection with the Chapter 11 bankruptcy reorganization of that company.
- Represented Dallas-based Tango Films LLC in connection with the sale of worldwide and foreign exploitation rights to several film titles and libraries as well as the restructuring of investments in both independent film production and film distribution companies and the acquisition of film titles and libraries and television projects.
- Represented Pinnacle Entertainment (formerly a NASDAQ-listed gaming company: PNK) in connection with its acquisition of the operations of the Meadows Racetrack and Casino in Pennsylvania and its lease of the underlying real property.
- Represented a private equity-owned provider of cloud-based software and data solutions to the commercial construction industry in connection with a unitranche debt financing.
- Represented Guggenheim Securities LLC in connection with a $340 million whole business securitization transaction involving Dick Clark Productions Inc., the producer of such live television programming such as the Golden Globe Awards, the American Music Awards and the Academy of Country Music Awards.
- Represented a major supplier of fresh-cut fruits and vegetables to supermarkets and food outlets in connection with several significant financing and other corporate transactions.
- Represented multiple institutional investment funds in connection with the purchase and subsequent restructuring of debt and equity interests in Harlow’s Casino Resort & Spa located in Greenville, Mississippi.
Awards & Recognitions
- Selected as a Southern California Super Lawyer in the areas of securities and corporate finance (2023 through 2026)
- Named in the Marquis Who’s Who in America registry
- Named as a Visionary in Los Angeles County’s Banking and Finance Edition
- Selected as a top lawyer in The Legal 500 in the area of mergers & acquisitions
- Recognized as a leading corporate/mergers & acquisitions lawyer by Chambers & Partners in its USA Leading Lawyers for Business Guide
- AV Preeminent Peer Rating, Martindale-Hubbell
Professional Affiliations
- Member, Business Law Section of the American Bar Association
- Member, State Bar of California
- Member, Business and Corporations Law Section of the Los Angeles County Bar Association