David D. Black

Partner | Co-Chair, Banking & Commercial Finance

David has a broad range of experience and serves as general outside counsel for a number of businesses in Northeast Ohio and beyond. His practice is focused on closely held corporations with emphasis on governance, transactions, and finance. David has significant mergers and acquisitions experience, including stock purchases entered into to preserve licenses and other rights held by the target business. He has served as bond counsel and underwriter’s counsel for a variety of taxable and tax-free municipal bond offerings and has advised clients with respect to the issuance of over $200 million in exempt securities over the past several years. In addition to his corporate practice, David routinely represents lenders making commercial loans for acquisitions, working capital, and real estate development and has significant experience representing both lenders and borrowers with respect to troubled debt restructuring. Of note, David helped found and has represented Cleveland International Fund, Ltd. since its inception. CIF is an EB-5 foreign direct investment regional center that has successfully placed over $210 million of foreign direct investment into construction projects throughout Ohio since 2010 and was named Regional Center of the Year for 2013 by the Artisan Business Group, Inc., a leading consultant to the EB-5 industry.

Education & Admissions

Education

  • University of Washington

    (B.A., 1994)

  • University of Notre Dame Law School

    (J.D., 2000)

Admissions

  • State of Ohio
  • Commonwealth of Pennsylvania
  • State of Texas
  • U.S. District Court, Northern District of Ohio
  • U.S. District Court, Western District of Pennsylvania
  • U.S. District Court, Southern District of Texas

Experience

REPRESENTATIVE EXPERIENCE

Finance Matters 
  • Represented a private equity fund in obtaining more than $36 million of taxable mortgage revenue bonds. This purchase was part of more than $101 million of conduit financing funded through bonds issued by the Cleveland-Cuyahoga County Port Authority to fund new construction in Westlake, Ohio.
  • Agent’s counsel for related syndicated commercial real estate loans exceeding $65 million in the aggregate. The transactions involved the purchase of taxable first mortgage revenue bonds and closed in conjunction with multiple sources subject to highly negotiated subordination agreements.
  • Counsel to noted regional private equity investor.  Provides advice with respect to the issuance of exempt securities to accredited and foreign investors and acts as lender’s counsel.  Funded projects include University Hospitals Medical Center, Ernst & Young Building/Flats East Bank (Phase I and II), Westin Hotel (downtown), The M on 9, and others.
  • Lender’s counsel for syndicated lending to REITs and similar structures; total facilities exceed $9 billion since 2010.
  • Borrower’s counsel (commercial & industrial) for industry leading manufacturer.  Multiple credit facilities and mezzanine facility together exceeding $40 million. Works directly with client’s CFO to continuously monitor compliance with covenants and educate lenders and their counsel with respect to borrower’s business, collateral and security issues, inter-creditor issues (including off balance sheet financing), and consigned goods subject to improvement with materials and inventory financed by lender.
  • Borrower’s counsel for multiple specialty chemical suppliers in relation to asset based lending facilities totaling over $60 million.
  • Lender’s counsel to various commercial construction projects in Northeast Ohio with loans totaling more than $200 million since 2010.
  • Bank counsel for $22 million transaction comprised of multiple loans to separate related parties (commercial & industrial and commercial real estate) secured by dissimilar collateral to lower the borrower’s cost of funds and provide additional liquidity to facilitate transition of profitable businesses to next generation ownership.
  • Borrower’s counsel for $45 million credit facility used to acquire membership shares and make additional capital contributions with respect to a multiple-territory malt beverage wholesale distributorship. Unique licensing restrictions required negotiation of agreement with lender to limit its security to the right to receive distributions payable to equity holders.
  • Counsel to significant regional plastics manufacturer in a $31 million financial restructuring with primary and mezzanine facilities. Resolved complex security issues involving international subsidiaries and environmental issues to allow client to return to profitability.
  • Underwriters’ counsel to UBS Financial Services Inc. with respect to a Pennsylvania Higher Education Assistance Agency student loan revenue bonds issue totaling $171 million. Fifty-state blue sky opinion with qualification in several states.
Mergers & Acquisitions 
  • Counsel to niche manufacturer in an ongoing series of stock and asset purchases that have allowed the client to establish itself as the undisputed leader in its industry with sales exceeding $150 million. Many acquisitions took place during banking downturn and required creative financing and extensive negotiation with distressed sellers, lienholders holding an interest in the sellers’ assets, and with the client’s own bank.  Closed more than 15 stock and asset purchases for this client to date.
  • Seller’s counsel for sale of assets to public international holding company. The assets included a century-old Ohio company specializing in lock-out/tag-out systems. The strategic acquisition took place within an overall downturn in the industry and required re-negotiation of the purchase agreement and a second round of due diligence over 18 months.
  • Buyer’s counsel for purchase of all stock of concrete and trucking companies from Oglebay Norton Company. Included IRC § 338(h)(10) election and complex long-term sublease of a portion of a ship terminal.  Suggested that the client seek price stability for raw materials and negotiated a multi-year requirements contract with seller with price controls that gave the client a long-term comparative advantage over regional competitors.
  • Represented minority stakeholder and related parties with respect to fully-leveraged acquisition of majority interest in a malt beverage wholesaler, reorganization and development of manager-managed LLC involving wholesaler development subsidiary as a non-managing minority member, and highly leveraged acquisition of additional wholesale territory.
  • Represented shareholders with respect to dissolution and sale of select assets of closely-held corporation to a group of related and unrelated buyers. The sale was highly structured to allow the clients to minimize tax consequences with respect to highly-appreciated assets held by seller, a Subchapter C corporation.
  • Advised multiple clients through wind-down under distressed circumstances with negotiated settlement of secured and unsecured debt.
Governmental Affairs
  • Assistant County Attorney, Erie County, Pennsylvania (2002-2004).
  • Solicitor, Erie County, Pennsylvania Redevelopment Authority (2002-2005).
  • Bond Counsel for municipal and industrial revenue bonds, including general obligation bonds. Issues involved new debt, current refunding, and advance refunding transactions.

Military

  • United States Marine Corps (1988 – 1995) and Presidential Guard (1988-1992).

REPORTED CASES

  • Yates and Dombrowski v. Twp. Of McKean, et al., 89 Erie Co. Legal J. 272 – 282 (2006)

 

Publications & Presentations

Presentations

  • “Current Developments in EB-5 Real Estate Finance,” Association of Corporate Counsel, Northeast Ohio Chapter CLE Seminar (September 2016)
  • “Taking the Pulse of Current EB-5 Finance: A Roundtable discussion with Cleveland International Fund,” Cleveland International Fund Roundtable (May 2016)
  • “Real Estate Finance and Leasing Trends and Best Practices Current Developments in EB-5 Real Estate Finance,” Nationwide CLE Series (November 2015)
  • “The Spirit of Reinvention: Creative Strategies To Rework Financing, Mixed-Use and Existing Restrictions,” International Council of Shopping Centers’ Midwest Retail Development & Law Symposium (February 2015)
  • “Making the Most of EB-5 in Ohio,” Council of Development Finance Agencies (CDFA) Ohio Financing Roundtable Conference (September 2014)
  • “Entity Formation and Governance – Focus on Finance” (October 2013)
  • “A Response to Health Care Reform for Small and Mid-Market Businesses” (May 2013)

Involvement

PROFESSIONAL AFFILIATIONS

  • American Bar Association
  • Listed in The Bond Buyer’s Municipal Marketplace (“The Red Book”)

COMMUNITY INVOLVEMENT

  • Lakeside Yacht Club (Commodore 2014-present; Officer 2007-2014)