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