Acquisitions & Dispositions

Experience

$100 Million Industrial Property Portfolio Disposition

Client: A private equity fund

We served as lead counsel to a New York-based private equity fund in the time-sensitive, multi-phase disposition of a $100 million-plus industrial property portfolio comprised of fee simple and ground subleasehold interests in northeast Ohio and Indiana. Our work included the negotiation of multiple purchase/sale agreements, coordinating with each buyer’s counsel on due diligence, obtaining lender consents, insuring title, and handling closings with multiple sellers.

Development of Residential Subdivisions

Client: Sunesis Construction Co.

We serve as development counsel for Sunesis Construction Co. and its affiliate entities in the creation of new residential subdivision developments throughout the Cincinnati area. These developments include single family detached homes, townhomes, and multifamily components and frequently require the establishment of multi-neighborhood homeowners associations to govern dealings between the respective components as well as their residents. Representation includes performing due diligence activities including zoning analysis, facilitating the procurement of governmental economic incentives, evaluating and resolving title issues, obtaining title insurance through Mercantile Title Agency (Dinsmore’s wholly owned title agency), structuring and closing on property acquisitions to create assemblage parcels, establishing a homeowners association, and negotiating easement rights, municipal funding agreements, joint venture agreements, construction loan documents and lot sale agreements. 

National Development Counsel for Senior Living Developer / Operator

Client: Cameron General Contractors and Resort Lifestyle Communities

We serve as national development counsel for Cameron General Contractors and Resort Lifestyle Communities, which are affiliated entities currently among the most active developer/operators of senior living retirement communities in the United States. To date, we have handled the acquisition and development of more than 20 such retirement communities in a variety of locations from the east coast to the Pacific Northwest, as well as numerous places in between.  Our work encompasses all phases of the ground-up development process, including site selection, due diligence, land acquisition, securing zoning and other governmental approvals, obtaining governmental incentives, negotiating municipal and private development and cost-sharing agreements and obtaining both construction and permanent financing. 

Zoning, Leasing, Financing and Sale of Office Building

Dinsmore & Shohl represented Jeffrey R. Anderson Real Estate, Inc. with respect to the acquisition, development, zoning, leasing, financing and sale of Rookwood Tower in the City of Norwood, Ohio.

Counseled a Private Equity Fund in the Acquisition of an Industrial Property Portfolio

Client: Raith Partners

We represented a New York-based private equity fund in acquiring an industrial property portfolio comprised of fee simple and ground lease interests in the greater Akron, Ohio market. We were responsible for negotiating a purchase agreement, performing due diligence activities, including analysis of significant zoning concerns, obtaining tenant estoppels, assisting with the structure and commitment of the acquisition financing, including negotiation of all related loan and security documents, as well as ground lease, non-disturbance agreements.

Project Counsel for a Plumbing and Water Cleanup Service

Client: Roto-Rooter

We are serving as project counsel for a plumbing and water cleanup service in the rollout of its prototype for a new service facility. Our responsibilities include negotiating and preparing the purchase agreement, and negotiating utility service agreements, obtaining zoning and related land use approvals, closing the transaction and ensuring the project remained on schedule to meet our client’s objectives. Recently completed projects are located in Dayton, Ohio and Indianapolis, Indiana.

Real Estate Leasing, Purchase, Sale and Development

Represented Fortune 100 company in various real estate matters, including the leasing, purchase, sale and development of its North American properties.

Counseled Client During a Building Acquisition

We were counsel on the acquisition of an $8.5 million office building in Dayton, Ohio for a rapidly growing, privately-owned company that provides services across the United States.

Represented the Design Builder of a Medical Office Clinic

Served as project counsel to a design-builder for the development of a medical office clinic location for The Mayfield Clinic in Green Township, Ohio.  Representation included performing due diligence activities, evaluating and resolving title issues, obtaining title insurance through Mercantile Title Agency (Dinsmore’s wholly owned title agency), structuring and closing on the property acquisition, negotiating cross access and utility easement agreements, negotiating a build to suit lease agreement, negotiating construction financing and obtaining governmental approvals.

Property Acquisition and Construction Projects

Represented a national financial institution in the multiple transactions, including over $9.2 million in acquisitions and $5.3 million in construction projects for projects located throughout Ohio, including in Reynoldsburg, West Chester, Canton, Evendale, Grove City and Upper Arlington.

Industrial Leasing

Represented Fortune 100 company in the site selection, due diligence and leasing of a 175,000 square foot regional manufacturing, warehouse and distribution center.

Leasing and Sale of Retail Shopping Center

Represented the owners of Tri-County Towne Center in the lease out and sale of the 200,000+ square foot, $24.3 million retail shopping center. Representation included the drafting and negotiation of reciprocal easement agreements involving access, parking and utilities rights, maintenance obligations and building limitations between the shopping center and separately-owned outparcels.

Development of Medical Office Clinic

Served as project counsel to a design builder for the development of a medical office clinic location for a national dialysis services provider. Representation included structuring and closing on property acquisition, coordinating due diligence, negotiating development and construction agreements, obtaining governmental approvals and leasing out the completed facility in accordance with Stark Law and HIPAA requirements. Also negotiated and closed on a sale of the project following the completion of construction and lease commencement.

Acquisition of 400,000 Square Foot Lifestyle Center in South Florida

A nationally recognized lifestyle developer turned to Dinsmore when it sought to purchase a 400,000-square foot lifestyle center in South Florida near the I-75 corridor just southwest of Fort Lauderdale. An affiliate of Duke Realty was seeking to divest itself of retail holdings as part of its asset allocation strategy. Serving as buyer’s counsel, we first structured a joint venture on behalf of our long-time client, Jeffrey R. Anderson Real Estate, which together with a Heitman real estate entity, served as the buyer of the center, known as the Shops at Pembroke Gardens. Next, on behalf of the joint venture purchaser, we handled the real estate components including managing the due diligence and the closing of the transaction, as well as negotiating and drafting the purchase contract, various ECR and escrow agreements. Years earlier, Dinsmore had been responsible for the initial lease-up of the center and successfully negotiated leases with a variety of desirable lifestyle tenants, such as Sur La Table, White House/Black Market, Ann Taylor, Talbots, bebe, Z Gallerie, Chicos, BCBG, Barnes & Noble, Sephora, DSW, Victoria’s Secret, and Brio and Brimstone restaurants. Our extensive experience in serving as project counsel for lifestyle and shopping center projects throughout the country ensured that the buyer was able to proceed in an efficient and timely manner, thereby ensuring the achievement of its transactional objectives.

Representation of A Prominent Real Estate Developer in Multiple Lifestyle and Mixed Use Projects

We have represented Jeffrey R. Anderson Real Estate, Inc. in a wide variety of projects, serving as project counsel with respect to more than $500 million worth of real estate projects, comprised of retail, restaurant, office, hotel and apartment uses. We have advised the client on land use and entitlements for projects throughout the country, worked to secure financing and create ownership structures, counseled on all facets of development and construction, handled leasing for all varieties of retail and office centers, and handled the sale of centers upon the client’s request. Along the way, we have worked with numerous governmental entities to resolve infrastructure issues vital to our client’s projects, such as zoning, access and utilities. Among the projects we have worked on include Rookwood Commons in Ohio, where Brownfield sites were redeveloped, and we facilitated the issuance of a Covenant Not to Sue from the Ohio EPA. Overall, we have worked with the client on projects in Illinois, Kentucky, Michigan, Minnesota, Ohio, Florida, South Carolina and Pennsylvania.

Deal Counsel to GE in Sale of Business

When GE Water and Process Technologies Division sought to make a strategic sale of its membrane and laboratory filter product lines, they turned to Dinsmore. The client wanted to sell the business, which included a number of products central to the water processing industry, such as syringe filters, capsule and cut disc filters, transfer membranes, flat sheet membranes and roll stock microporous membranes. We served as the lead deal counsel, advising the client at every step of the transaction, including negotiating and drafting the terms of the agreements, performing internal due diligence, and handling the closing. We also worked closely with the client to advise on the environmental aspects of the transaction, ensuring that the applicable regulations and policies were in order. As part of the transaction, we also counseled the client on assigning its interests in its leased facility in Westborough, Massachusetts to the buyer, Maine Manufacturing, as well as guiding the client through signing a long-term supply agreement with the purchaser. The deal was completed to the satisfaction of the client, and enabled it to divest itself of a business no longer core to their business.

Acquisition, Leasing, Financing and Development of a Shopping Center

Dinsmore & Shohl represented Jeffrey R. Anderson Real Estate, Inc. with respect to the acquisition, site development, leasing and financing of Crestview Hills Town Center in the City of Crestview, Kentucky.

Acquisition, Leasing, Financing and Development of Shopping Center

Dinsmore & Shohl represented Jeffrey R. Anderson Real Estate, Inc. with respect to the acquisition, site development, leasing and financing of The Shoppes at Montage in Lackawanna County, Pennsylvania.

Leasing and Sale of Shopping Center

Dinsmore & Shohl represented Jeffrey R. Anderson Real Estate, Inc. with respect to the acquisition, development, zoning, leasing, financing and sale of Rookwood Commons Shopping Center, in the City of Norwood, Ohio.

Leasing and Sale of Shopping Center

Dinsmore & Shohl represented Jeffrey R. Anderson Real Estate, Inc. with respect to the acquisition, development, leasing, financing and sale of Eastwood Towne Center in Ingham County, Michigan.

Leasing and Sale of Shopping Center

Dinsmore & Shohl represented Jeffrey R. Anderson Real Estate, Inc. with respect to the acquisition, development, leasing, financing and sale of Geneva Commons Shopping Center in Kane County, Illinois

Real Estate Acquisition, Development, Financing and Leasing

Counsel to automotive dealership partnering with ex-Cincinnati Red Hall of Famer in the acquisition, development, financing and leasing of a Honda dealership.