• Corporate Law
• Mergers and Acquisitions
• Finance
• Real Estate Law
• Private Equity

     Corporate/Mergers & Acquisitions

• Represented the shareholders of The Flood Co. in the sale of the company and its foreign subsidiaries to Akzo Nobel NV, the largest coatings company in the world.
• Represented a manufacturer of pressure-sensitive film label stock and a custom label manufacturer in their strategic acquisitions by 3M Co. as part of a tax-free reorganization.
• Represented a Canadian private equity group as Ohio counsel in their acquisition of Boykin Lodging Co. (a hotel REIT) as part of a going-private transaction and related financing.
• Represented a private equity group in the acquisition of a public national franchise company in a going-private transaction and related financing. 
• Acted as local counsel to a major steel manufacturing company and its private equity owners in the acquisition of several public and private steel manufacturing companies in Ohio. 
• Represented a colorant manufacturer in the strategic acquisition of one of the largest competitors in the industry and related financing.  
• Represented the selling shareholders of the seventh largest US residential real estate brokerage company in the sale to a publicly held buyer as part of a tax-free reorganization.
• Represented a leading international provider of parts and services to the beverage bottling industry in its strategic acquisition by a subsidiary of a leading Japanese trading company. 
• Represented one of Northeast Ohio’s largest real estate brokerage firms in its sale to a national real estate brokerage franchise in a management-led buyout. 
• Represented a regional real estate brokerage firm in connection with a national franchise “roll-up.”
• Represented a joint venture in the strategic acquisition of a Chinese import business and related debt and equity financing.
• Represented an Ohio-based manufacturing company in the purchase of a large competitor through a Section 363 secured party sale. 
• Represented one of the nation’s leading online sources for public records data in its strategic acquisition by an affiliate of the insurance industry’s leading supplier of statistical data. 
• Acted as special counsel to a St. Louis-based ski resort operator in its acquisition of two of Northeast Ohio’s ski resorts and related financing.
• Represented a company in the acquisition of multiple product lines and divisions being spun-off as part of the corporate reorganization of a Cleveland-based public company. 
• Represented a private equity firm in the acquisition of a motorcycle manufacturing company.
• Represented a privately held, Cleveland-based investment management firm in its strategic acquisition by a nationwide provider of wealth management services.
• Represented a US-based corporation in the formation of a domestic joint venture with foreign partners to develop and commercially exploit a patented technology.
• Represented a private equity firm in the corporate reorganization of a platform company.  
• Represented numerous clients in the creation and implementation of equity incentive plans for key executives and employees.
• Represented corporate executives in the negotiation of employment agreements, non-qualified plans, equity incentives and stock-related agreements.
  
  Real Estate
  
• Acted as project leader and counsel for Ulmer & Berne in the Firm’s relocation to its new 100,000+ sq. ft. headquarters office in Skylight Office Tower, Cleveland, Ohio. The project involved programming, site selection, lease negotiation, design, construction, technology and relocation.
• Regularly represents one of the largest shopping center REITS in the United States in connection with portfolio shopping center divestitures, outlot sales, site assemblage and acquisition/development projects, ECRs, joint ventures and unwinds, and various financing transactions.
• Acted as lead counsel to a local community college in connection with $100 million construction/renovation projects at three campuses, technology procurement and its entire energy conservation (guaranteed savings) program involving all of its facilities. 
• Represented a non-profit school in the acquisition and site development for a new high school facility and related financing. 
• Acted as lead counsel to a public company in the relocation of its corporate headquarters facility to Strongsville, Ohio. Also regularly represents this company in connection with the acquisition and development, disposition and leasing of various manufacturing, distribution and retail facilities throughout the United States.
• Acted as lead counsel to an Ohio public company in a $100 million plant expansion. This project involved fast-track design and construction, technology implementation, equipment procurement and installation, sale/leaseback structure for tax purposes, tax abatements, port authority financing, State of Ohio development loans and various other governmental grants and loans. 
• Acted as special counsel to a steel manufacturing company in the acquisition of several major steel manufacturing companies and facilities in Ohio and various development, process design and expansion projects at these facilities. 
• Represented a privately held company in the development of its worldwide corporate headquarters facility in Cleveland, Ohio at a former brownfields site. The project involved site acquisition, construction, environmental (including the first covenant not to sue issued in the State of Ohio), tax abatements, job credits, port authority bonds, and state and city loans. 
• Represented a client in the acquisition and assemblage of a 90-acre parcel in Northern Ohio and a joint venture for the development of a new retail mall and medical office building.
• Represented a high-profile, Cleveland-based developer and property owner in the sale and liquidation of its entire real estate portfolio, including shopping centers, apartment buildings, a theatre and a prominent Cleveland office building.
• Represented various Ohio country clubs in the sale of real estate to commercial and retail developers, including the negotiation of all easements and restrictive covenants.
• Represented a national franchise company in the acquisition of its US headquarters facility in Ohio.
• Represented a private equity firm in the formation of a joint venture for the development of a 60-acre parcel in Northern Ohio as a lifestyle shopping center, including various 1031 exchange transactions.
• Represented a private equity firm in connection with the sale/leaseback of the headquarters office and operating facilities for several of its portfolio companies.
• Represented a REIT in connection with the disposition of a portfolio of industrial buildings throughout the United States. 
  
  Finance
  
• Represented a national bank as agent in a series of syndicated real estate loans to national developers totaling over $200 million for condo conversion projects in Ohio and Florida. Several of these projects defaulted and we successfully represented the agent lender in workouts to recover all amounts due and owing.
• Represented an Ohio-based public company in financing for a $100 million plant expansion, including tax abatements, port authority financing, State of Ohio development loans, equipment leases and various other governmental grants and loans.
• Represented a publicly held company in a $450 million unsecured credit facility and subsequent renegotiation to collateralize loans.
• Represented various national banks in real estate “conduit” loans ranging from $5 to $75 million.
• Represented a national bank as agent in a $100 million syndicated loan to national logistics company. 
• Represented a national bank in numerous participations on syndicated large corporate loans ranging from $50 million to $500 million.
• Regularly represents various national banks in asset-based and commercial loan transactions ranging from $5 million to $100 million.
• Regularly represents national banks in the negotiation of complex intercreditor and subordination agreements.
• Acted as local counsel to a manufacturing company in senior and subordinated acquisition debt financing transactions in excess of $500 million.
• Represented a Cleveland manufacturer in an $11 million bond offering for plant expansion.
• Represented various corporate borrowers in port authority and other bond financing transactions.

AV Rated - Martindale-Hubbell