What We Do

Representative Experience

   Mergers, Acquisitions, and Divestitures 

• Representing an Ohio-based holding company and its related companies in its $85 million acquisition of the parent of a North Carolina-based hardware company, the largest commercial door, frame and architectural hardware distributor in the United States. The complex transaction involved the negotiation, documentation and closing of two credit facilities totaling $145 million and the stock acquisition of the parent company.
• Representing the buyer in the asset purchase of a Canton, Ohio based residential and commercial real estate brokerage firm.
• Representing the debtor-in-possession lenders in the negotiations of the letter of intent for the acquisition of a Canton, Ohio based chocolatier by a Utah-based confections company for a total consideration to the lenders of approximately $10.5 million.
• Representing a Cleveland-based distributor of motors and generators in its acquisition of a Michigan-based electric motor and generator service center.
• Representing 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.
• Serving as special counsel to a St. Louis-based ski resort operator in its acquisition of two of Northeast Ohio’s ski resorts.
• Representing a newly formed subsidiary of a Connecticut-based holding and management company in its acquisition of a controlling interest in a Cincinnati-based leading distributor of commercial doors and hardware. The transaction involved subsidiaries located in Illinois, Indiana, Kansas, Ohio and West Virginia.
• Representing a newly formed subsidiary of a Connecticut-based holding and management company in its acquisition of a controlling interest in a Cincinnati-based leading distributor of commercial doors and hardware. The transaction involved subsidiaries located in Illinois, Indiana, Kansas, Ohio and West Virginia.
• Representing a Cleveland-based manufacturer of pressure sensitive film label stock and a Medina, Ohio-based custom label manufacturer in their strategic acquisition by a publicly traded international diversified technology company. The transaction involved the issuance of the company’s stock as part of a tax-free reorganization.
• Representing the purchaser in the acquisition of a Cincinnati-based paint manufacturer and retailer. The transaction, which was structured as an asset sale, involved a lease of the current facility and ongoing consulting and non-competition agreements.
• Representing the purchaser in the acquisition of the assets of one of region’s largest limousine and ground transportation companies.
• Representing a privately held, Cleveland-based investment management firm in its strategic acquisition by a nationwide provider of wealth management services.
• Successfully closing the sale of a family-owned manufacturer of hydraulic and pneumatic coupling devices to a publicly traded company for a purchase price of $21 million. The transaction was structured as a stock sale with a Section 338(h)(10)-deemed asset sale election.
• Representing one of Northeast Ohio’s largest real estate brokerage firms in its sale to a nationwide real estate brokerage firm in a management-led buyout.
• Serving as Ohio counsel in the sale of an Ohio-based national developer, marketer and distributor of calendars, stationary and gift products.
• Representing a Cincinnati-based digital printer in the negotiation and closing of a buyout of one of three shareholders for a total consideration of $750,000.
• Representing a Cincinnati home builder in the winding up and sale of assets of the business following the death of the sole shareholder. The firm also handled the estate, involving the negotiation and consummation of the sale of a local restaurant franchise, including the real property, for approximately $2 million. Complicating the transaction were three large underground storage tanks that either had to be removed or left on the property with the blessing of the Bureau of Underground Storage Tank Regulations.
• Representing a national real estate investment trust in the sale of three properties to a national restaurant chain.
• Representing an Ohio-based holding company and its related companies in the acquisition of two separately owned Florida commercial door, frame, and architectural hardware distributors.
• Representing a national IRA custodial company in the sale of its IRA business to a private trust company.
• Representing the purchaser in a $2 million transaction to acquire a real estate partnership which owns two outlet centers in Daleville, Indiana and Somerset, Pennsylvania.
• Representing the owners in the sale of four separate bowling alley properties and businesses in Northeast Ohio.
• Representing the purchaser of assets of a division of a seller that was being reorganized under Chapter 11 of the Bankruptcy Code. The complex transaction involved the negotiation of a Confidentiality Agreement, Letter of Intent, Asset Purchase Agreement, Non-Competition and Consulting Agreement and Supply Agreements. In addition, we obtained Orders for the Bankruptcy Court establishing bid procedures, including overbid amounts and break-up fees, and ultimately, an Order authorizing the sale of the assets. At the eleventh hour, another potential purchaser submitted a Letter of Intent that exceeded the overbid amount, resulting in an auction in accordance with previously established bid procedures.
• Serving as co-counsel with the New York firm of Cleary, Gottlieb, Steen & Hamilton in the $12 million sale of certain assets of a US-based subsidiary of a French company.
• Representing an Ohio-based petroleum distributor in the sale of its night fueling business to a Wisconsin petroleum distribution company.
• Representing foreign-based (Belgium and UK) owners of a combustion engineering services business with operations in Ohio and Europe in connection with the sale of the business.
• Representing an Ohio-based purveyor of supplies, equipment and designs for the food industry in the acquisition of the food services division of a Pennsylvania-based company.
• Representing a software company in $22 million sale of company through merger.
• Representing a publicly traded (NYSE) retail pharmacy company in restructuring and various acquisitions, including $15 million acquisition of mail-order prescription supplier.
• Representing a home furnishings retailer in $12 million sale of company through merger.
• Representing a multi-national conglomerate in sale of subsidiaries located in Rhode Island, Georgia, England, and Singapore.
• Representing a hardware technology company in acquisition of a UK manufacturing facility.

   Loan Transactions/Workouts

• Representing the lender in a $5.5 million asset based commercial and real estate loan to a local buyout firm in connection with funding the asset and real estate acquisition of two Philadelphia-based companies: (i) a precision tool making and machining company that services the aeronautics industry and (ii) a company that provides ink technology to the printing industry. Turnaround for this transaction from start to funding was 14 days.
• Representing one of the Midwest’s largest banks in the purchase of a $25 million loan participation in a $200 million multi-bank, senior secured credit package to a Pennsylvania-based beverage maker.
• Representing four Midwest-based banks in the review, negotiation and purchase of participations totaling $29.25 million in a $120 million multi-bank, senior secured credit package to an Ohio-based leading US producer of industrial sand.
• Representing one of the Midwest’s largest banks in the purchase of a $25 million participation in a $100 million multi-bank, senior unsecured credit package to an electronics company.
• Serving as special counsel to a union pension fund in the completion and potential restructuring of a $31 million mini-perm construction loan.
• Representing an Ohio-based auto and marine supplier in the negotiation and consummation of a loan agreement for $3 million from a Cincinnati-based bank.
• Representing an Ohio-based regional owner and operator of retail centers in connection with the refinancing of four strip shopping center and commercial building complexes in Stark County, Ohio.
• Representing a US-based public company in the formation of a domestic joint venture with several European parties to develop and commercially exploit a technology to convert plastic wastes into usable products.
• Representing the seller in the sale of client’s surgical instrument division to a Philadelphia-based, publicly traded surgical instrument manufacturer and distributor.
• Representing the buyer in the acquisition of a Cleveland-based printing company.
• Representing the subsidiary of a national chain of pizza and fast food restaurants in the transfer of a total of 42 franchise units to a franchisee.
• Representing the secured lender in the divestiture of four or more foundries located in Ohio, Oklahoma, Texas, Indiana, and New York.
• Representing a publicly traded (Nasdaq) telecommunications company in various acquisitions of wireless and wireline telecommunications companies, including a $2.3 billion acquisition of a cellular telephone company.
• Representing a joint venture group comprised of hotel operators, developers and a commercial contractor in connection with a senior secured note financing for the construction of a hotel in New York.
• Representing a large national bank in the acquisition of a $25 million participation in a $250 million multi-bank credit facility made to a Columbus-based international upscale clothing retailer.
• Representing one of Ohio’s fastest growing waste disposal companies in several strategic acquisitions as well as a new senior bank credit facility and the private placements of new equity interests.
• Representing a regional Midwest bank in loans to three small ticket leasing companies located in Ohio, Michigan and Pennsylvania. The financing involved warehouse lines and revolving loans totaling $26 million.
• Representing a regional Midwest bank in its purchase of a lease portfolio from a Michigan leasing company.
• Handling the $21 million refinancing of an apartment project with HUD under Section 223(a)(7).
• Representing the underwriter, remarketing agent and letter of credit bank in a $5.6 million tax-free bond deal. The variable rate bonds were issued by the Ohio Housing Finance Agency to refund a prior bond issue. The financing involved a 192-unit apartment complex in Columbus, Ohio.
• Representing a Michigan-based mezzanine lender in a loan workout involving a seller of motorcycle parts and accessories. The unique borrower only sold goods via the Internet and through catalogs. In a secured-party sale, the mezzanine lender recovered almost twice the estimated liquidation value of the collateral.
• Representing the borrower, a Delaware limited liability company, in a $21 million secured loan transaction in which the collateral securing the loan included an aircraft.
• Representing a local developer in a $7.5 million construction financing to rehabilitate an old truck factory into office space.
• Representing an international bank in its $4.875 million loan to borrower for the purchase of a shopping center.
• Representing a large Cleveland-based financial institution in the restructuring and extension of two real estate loans and a related swap transaction in the aggregate amount of $1.5 million.
• Representing a Midwest-based manufacturer in an $11.4 million refinancing with Key Bank and Provident Bank, including an $8.2 million debt refinancing, a $3.2 million letter of credit and bond refunding and $2.5 million in equipment financing.
• Representing the lender in a $9 million loan to a publicly held real estate investment trust to fund the purchase of approximately 650 acres of land for development in Illinois.
• Representing the lender in a $3.1 million construction loan to a publicly held real estate investment trust to fund the construction of an expansion to an outlet center in Tulare, California.
• Representing a lender in a $2 million loan to a publicly held real estate investment trust to fund the purchase of two outstanding real estate mortgages covering outlet centers in Somerset, Pennsylvania, and Daleville, Indiana.
• Representing the lender in a $5.36 million loan to fund the acquisition of a shopping center.
• Representing a lender in the refinancing of a $40 million credit facility to an Ohio-based construction company and supplier of construction materials.
• Representing the lender in a $3.8 million loan for financing land development in connection with a large residential subdivision in Pennsylvania.
• Representing the lender in a $9.9 million loan for financing the acquisition and renovation of an apartment community in Ohio.
• Representing the lender in a $4.2 million loan for financing land development in connection with a large residential subdivision in Ohio.
• Representing the lender in a $24.5 million loan to refinance a hotel facility in Ohio.
• Representing the lender in a $22.1 million loan for financing the acquisition of an apartment community in Georgia.
• Representing the senior lender in a $3.1 million loan for financing the acquisition and construction in converting an office building into condominiums.
• Representing the senior lender in a multi-traunch financing totaling more than $20.8 million for the construction of an office building and parking garage in Ohio.
• Representing the lender in a $20.5 million loan for financing the acquisition of an apartment community in Ohio.
• Representing the lender in an $11 million loan in a multi-traunch transaction to refinance of the existing phase of an Ohio office park and the construction of a second phase of the office park.
• Representing the lender in a $12.1 million loan for financing the acquisition of an apartment community in Ohio.
• Representing the lender in a $6.1 million loan for financing the acquisition of an office park in Ohio.
• Representing the lender in an $11 million loan to refinance an office park in Kentucky.
• Representing the lender in a $6.5 million loan to refinance an office building in Kentucky.
• Representing the senior lender in a $21 million loan for financing the acquisition and construction of a lifestyle shopping center in Pennsylvania.
• Representing the lender in a $13 million financing of Michigan-based finance company. The financing included a revolving bank note, recourse warehouse line and non-recourse warehouse line.
• Representing the lender in a $14 million financing of an LLC. The financing included a $4 million revolving note and the availability of an additional $10 million lease portfolio finance arrangement.
• Representing a national bank in a $600,000 bond repurchase loan to a limited partnership.
• Representing the borrower in a $5.7 million non-recourse loan package from a national financing company, secured by properties located in Texas, Ohio and Indiana.
• Representing a national bank in a lease portfolio sale and servicing agreement to a national leasing corporation.
• Representing a local community college in connection with the addition of two equipment schedules to a master lease purchase agreement having an aggregate value of $7.3 million and financed by a Cleveland-based national bank.

Private Equity/Venture Capital

• Representing a Cleveland-based developer and provider of online educational platforms and courses for industrial applications in its spin-off from a Cleveland-based machine tooling manufacturer. In addition, we provided advice regarding its corporate structure and business planning and consummated several rounds of private equity financing by strategic and financial investors.
• Successfully completing a limited partnership roll-up via an exchange offer resulting in the creation of a holding company for a chain of restaurants. The exchange offer is being followed by a private offering to raise capital for the development of additional restaurants.
• Representing a Columbus-based provider of computer network security hardware, software and monitoring services in a private equity investment in the company by a Cleveland-based early stage private equity fund.
• Representing a Westlake, Ohio-based holding company in connection with a $30 million investment by two limited partnerships.
• Representing a developer in the sale of the historic tax credit in a $2 million equity transaction.
• Representing a bio-technology start-up company in a $2 million private placement to raise funds to bring its new FDA-approved wound care product to market.
• Representing a Cleveland-based specialty food company in private securities offering.
• Representing an Ohio-based prescription benefit management business and provider of packaged health benefit discount programs in an equity investment in the company by an outside investor and securing new senior financing for the company.
• Representing a fiber-optic technology company in formation, $10 million early stage equity financing, $5 million debt financing and commercial licensing of key technologies.
• Representing a Canadian software company in formation of US holding company and $31 million equity financing.
• Representing a biotechnology company in $24 million equity financing.
• Representing a venture capital firm in formation of $175 million private equity fund.
• Representing a venture capital firm in partnership interest transfers and management issues.
• Representing a private equity fund in various investments in early and mid-stage technology companies, including $12 million investment in software company.
• Representing a private equity fund in $10 million investment in an entertainment company.
• Representing a private equity fund in $12 million investment in on-line internet marketing company.
• Representing a health sciences investment fund in early stage investment in pharmaceutical company.

Intellectual Property

• Representing a Cleveland-based teaching hospital system in the negotiation of several technology contracts.
• Representing an Ohio holding company in a source code escrow transaction.
• Representing a local community college in the negotiation and preparation of system development and system maintenance and technical support agreements in connection with a new wireless employee work order system being implemented at the college.
• Representing an Ohio LLC in numerous intellectual property matters including:
  • Advising on and negotiating several technology and data licensing agreements and joint marketing agreements.
  • Negotiating a license agreement with an international sourcing company.
  • Advising on a teaming agreement and joint venture with a software developer and designer.
  • Negotiating a licensing/consulting agreement with a vision care, pharmaceutical and surgical manufacturer and distributor.
  • Negotiating a consulting agreement with a home improvement warehouse retailer.
  • Negotiating a joint venture with an international provider of information management solutions.
  • Representing a rapidly growing international emerging pharmaceutical company in a $150 million license agreement for a new attention deficit disorder drug.
  • Representing a biotechnology company in negotiating a manufacturing license agreement to produce a new FDA-approved product for wound healing.
  • Representing a New Orleans-based biotechnology company in the licensing of biotechnology patents (genetic markers for bovine tests) from Ohio State University. Our work included the formation of an Ohio-based LLC with Ohio State for the commercialization of these patents.
  • Representing a New Orleans-based biotechnology company in the acquisition of biotechnology assets for Genetic Solutions Holdings, an Australian entity.
  • Representing a Cleveland-based company developing a children’s television program in connection with production contracts, licensing agreements and trademark registration matters.
  • Representing the nation’s largest business chamber of commerce in joint venture relating to the development and marketing of a software product.
  • Representing a Cleveland-based Biotech Company in joint venture relating to the development and marketing of products in the field of the metabolic syndrome.

   Tax Matters

• Participating in reverse 1031 exchange transactions worth $8 million involving the sale of a parking garage in exchange for property leased to a public company and a shopping center in Cape Coral, Florida.
• Successfully closing a transaction involving the purchase of membership interests in a limited liability company that owned certain real property in connection with a 1033 exchange, which is a tax-deferred transaction involving the disposition of property through or under the threat of eminent domain, casualty, etc.
• Managing a tax-free exchange of multiple apartment projects worth more than $60 million, including the liquidation of various partnerships and the refinancing of apartment projects with HUD and various insurance companies.
• Structuring the sale of a 100,000-square-foot shopping center in Canton, Ohio as a tax-deferred, section 1031 like-kind exchange.
• Representing a commercial real estate firm in the sale of two nationally known drug store locations in the Baltimore, Maryland area. The transaction, part of a 1031 exchange, involved the sale of limited liability company membership interests in two separate companies that in turn owned the real property and improvements.