Experience
Corporate Formation; Merger; Issuance and Sale of Preferred Stock in Venture Capital Transaction
This transaction involved the formation of Mersive, a Delaware corporation, and the subsequent merger of Mersive Technologies, LLC, a Kentucky limited liability company, into Mersive. Following the merger, Adena, Bluegrass Angels, Jones and KSTC invested $1,500,000.00 in Mersive in exchange for its Series A preferred stock. Our firm’s experience in the field of mergers and acquisitions, venture capital transactions and our knowledge of Mersive’s business enabled the client to complete this transaction in an efficient and timely manner.
Equity Offerings
Dinsmore & Shohl represented a U.S. subsidiary of a British based plc in multiple series of equity offerings.
Exempt Facilities Revenue Bonds, Series 2009
In July, 2009, Dinsmore & Shohl served as company counsel to Allegheny Energy Supply Company, LLC in connection with the public offering of Exempt Facility Revenue Bonds, to finance the cost of acquiring, constructing, equipping and/or installing of certain pollution control equipment and solid waste disposal facilities.
Federal Taxable Revenue Bonds, Series A of 2010
When the Commonwealth of Pennsylvania decided to utilize certain financing options under the American Recovery and Reinvestment Act by issuing (direct payment) Qualified School Construction Bonds in order to assist certain less wealthy, or fast-growing, school districts within the state, Dinsmore & Shohl was there, serving as local bond counsel to approximately one-sixth of the pool of participating school districts.
Financing - General
Represents lenders and borrowers in commercial financing transactions of various sizes.
Financing - Syndicate Loans
Represented administrative agent bank in a $73,000,000 term loan facility for the construction of a manufacturer’s international headquarters.
Represented participant bank in an $11,000,000 term and revolving commercial loan facility for an industrial and retail clothing manufacturer.
Represented documentation agent bank in a $40,000,000 revolving commercial loan facility for a clinical research and drug and medical device development company.
Represented participant bank in a $750,000,000 revolving commercial loan facility for a newspaper and periodical publishing company.
Represented documentation agent bank in a $550,000,000 revolving commercial loan facility for an interactive media company.
Represented documentation agent bank in a $100,000,000 revolving commercial loan facility for an online recruiting company.
Represented syndication agent bank in a $175,000,000 revolving commercial loan facility for a diversified plumbing and long term care company.
Represented participant bank in a $23,000,000 term and revolving commercial loan facility for a packaging company.
Represented participant bank in a $25,000,000 term and revolving commercial loan facility for a clinical research organization.
Represented participant bank in an $11,000,000 term and revolving commercial loan facility for an industrial and retail clothing manufacturer.
Represented documentation agent bank in a $40,000,000 revolving commercial loan facility for a clinical research and drug and medical device development company.
Represented participant bank in a $750,000,000 revolving commercial loan facility for a newspaper and periodical publishing company.
Represented documentation agent bank in a $550,000,000 revolving commercial loan facility for an interactive media company.
Represented documentation agent bank in a $100,000,000 revolving commercial loan facility for an online recruiting company.
Represented syndication agent bank in a $175,000,000 revolving commercial loan facility for a diversified plumbing and long term care company.
Represented participant bank in a $23,000,000 term and revolving commercial loan facility for a packaging company.
Represented participant bank in a $25,000,000 term and revolving commercial loan facility for a clinical research organization.
General Obligation Bonds, Series B of 2009
The American Recovery and Reinvestment Act of 2009 authorized certain issuers to issue taxable bonds known as "Build America Bonds" to finance capital expenditures for which it could issue tax-exempt bonds. Dinsmore & Shohl served as bond counsel to the Penn Hills School District on one of the first and largest issues of Build America Bonds by a school district in the Commonwealth of Pennsylvania.
General Obligation Clean Renewable Energy Bonds, Series 2009
In December, 2009, under the shadow of a December 31 deadline by which time the Federal allocation of authority for this financing was set to expire, Dinsmore & Shohl served as bond counsel to the County of Lycoming on the private placement of this true “tax credit” bond, to finance certain electric power generating facilities at a County-owned landfill.
Hospital Revenue Refunding and Improvement Bonds, 2009 Series A
Dinsmore & Shohl served as counsel for Charleston Area Medical Center, Inc., the Charleston Area Medical Center Foundation, Inc. and their affiliates in connection with the public offering of tax-exempt revenue bonds, to finance the cost of refunding certain previously incurred indebtedness and paying a portion of the termination payment related to the termination of a hedge agreement entered into in connection with the issuance of such previously incurred indebtedness.
International Joint Venture Formation
Represented the client in establishing a joint venture with a Canadian firm by means of a license of intellectual property combined with an equity option agreement.
Joint Venture Formation
Served as U.S. counsel to a German company in the establishment of a U.S. joint venture with a U.S. provider of audio-visual systems for cruise ships.
Lender Liability in a Commercial Foreclosure
A routine commercial foreclosure resulted in lender liability claims against the bank. Representing the bank, the case was settled on terms favorable to our client.
Lien Claims
I have successfully litigated and mediated multiple lien claims in numerous construction-related cases throughout Ohio.
Mattlin Holdings LLC v. First City Bank, 2010 Ohio 3700 (Ohio App. 10th Dist. 2010)
Dinsmore & Shohl handled the defense on behalf of Defendants, Fifth Third Bank ("Fifth Third") and JP Morgan Chase ("Chase"). This is an important precedent for the banking industry in Ohio in that the appellate court refused to extend the discovery rule to toll the statute of limitations under O.R.C. § 1303.16(G) for a UCC conversion claim against two banks. In particular, the Appellants asserted a UCC conversion claim pursuant to O.R.C. § 1303.60 against both Fifth Third and Chase for the alleged conversion of a check in the amount of $795,486.00. Appellants’ conversion claims, however, were filed over four and one-half years after the alleged conversion by both Fifth Third and Chase. The Appellants argued, among others, that the discovery rule should toll the statute of limitations because Appellants did not discover the alleged conversion until after the statute of limitations had expired and because the Appellants had asserted fraud-based claims against other defendants, but not against Fifth Third or Chase. In response, Firth Third and Chase argued that the discovery rule does toll the statute of limitations and that even in cases where fraud-based claims are asserted, the UCC claims against other defendants cannot be coupled with such fraud-based claims for purposes of tolling the statute of limitations.
The Tenth District Court of Appeals upheld the trial court's dismissal of Fifth Third and Chase and held that the three-year statute of limitations for conversion under Section 1303.16(G) is not tolled by the discovery rule. Both the appellate court and trial court cited to and relied upon the holding of the U.S. District Court from the Northern District of Ohio in Metz v. Unizan Bank, (N.D. Ohio 2006), 416 F. Supp. 2d 568, 579. Both courts also cited to the holding in Loyd v. Huntington Nat'l Bank (N.D. Ohio 2009), 2009 U.S. Dist. LEXIS 51858.
Click HERE to view the Tenth District Court of Appeals decision.
Official Committee of Unsecured Creditors of Genesis Worldwide, Inc., et al. v. Three Cities Research, Inc., et al.
I played a lead role in successfully assisted our clients, two private equity funds and their investment advisors, in resisting a $62 million claim made against them. The case centered around the sale of the stock of Precision Industrial Corporation, a company which manufactured and serviced steel coil processing machinery. After the sale, and amid an industry downturn, the buyer defaulted on its loans and filed for bankruptcy. The buyer then claimed that it had substantially overpaid for the stock of Precision and that our clients had unfairly benefited as part of an alleged leveraged buyout. Filing an adversary proceeding in Bankruptcy Court, the Plaintiffs sought to recover most or all of the original sale price. They blamed the selling stockholders and their advisors for subsequent industry problems and technical issues which surfaced after the stock purchase. When settlement negotiations proved unsuccessful, I argued and prevailed in discovery motions in Court. I then lead the effort to obtain detailed accounting, engineering, and business data which ultimately vindicated our clients in demonstrating that the deal had been fair and reasonable. I worked with expert witnesses, including forensic accountants and business valuation experts, to gather and analyze the pertinent data. I personally took numerous key depositions of the critical fact and expert witnesses. When we presented our case in Court on summary judgment, we convinced Plaintiffs to dismiss their fraud claim, and admit that as to remaining claims, it was "impossible to say Plaintiffs were likely to succeed at trial." The Bankruptcy Court then approved a nuisance value settlement in an amount less than the remaining cost of defense, less than one-half of one percent of the amount claimed in the Complaint.
Private Equity Investment
Represented a chemical manufacturing company in connection with a $5,000,000 investment by a private equity group.
Representation of Graeter's Manufacturing Company
Graeter's Manufacturing Company. Corporate representation of fifth generation family owned business which manufactures ice cream and confection products. Nationally known supplier of premium quality products (as referenced on Oprah Winfrey, the West Wing, and in other national media outlets). Counsel for franchise program with Graeter's as franchisor and business counsel for all corporate operations, inclusive of labor, real estate and general corporate work.
Sale / Merger
Our firm represented Exchange Bancshares, Inc., an Ohio bank and holding company, in its sale to and merger with Rurban Financial, an Ohio bank and holding company.
Sale and Merger of Bank
We represented Ripley National Bank in its sale and merger into Oak Hill Banks.
Sale/Merger
Represented the buyer in connection with its purchase of a Sonic franchisee located in northern Florida. Purchase included the business, as well as 12 associated pieces of real estate. We negotiated terms of the purchase agreement, as well as terms of the real estate agreements.
Sale/Merger
Advised client in connection with the division of a graphics design company between its two current owners. Our client retained ownership and control of the company and brand as a result of this transaction.
SBIC Venture Capital Fund Formation
Represented the founders of a venture capital fund in the formation of the fund.
Shareholder Proxy Contest
Dinsmore & Shohl represented a public bank holding company in a shareholder proxy contest.
Stock Purchase
Unwinding of a previously-established joint venture through the negotiated buy-out of joint venture party.
Stock-for-Stock Tax Free Merger
Represented a large publicly-held savings and loan holding company in its acquisition by a larger publicly-held bank holding company in a stock-for-stock tax free merger.
Stock-for-Stock Tax Free Merger
Represented a publicly-held savings and loan company in its acquisition by a larger publicly-held bank holding company in a stock-for-stock tax free merger.
Tax-Exempt Financing
Represented The Christ Hospital in connection with a $30,000,000 tax-exempt bank qualified bond financing through Hamilton County, Ohio Hospital Commission. Transaction closed in December, 2010.
Tax-Exempt Financing
Represented Cincinnati Children's Hospital Medical Center in connection with a $30,000,000 tax-exempt bank qualified bond financing through Hamilton County, Ohio Hospital Commission. Transaction closed in November, 2010.
Tax-Exempt Financing
Represented Elizabeth Gamble Deaconess Home Association in connection with a $29,500,000 tax-exempt variable rate bond financing through Hamilton County, Ohio Hospital Commission.
Title Insurance Defense
We defend mortgage lenders on behalf of a national title insurance company. Often times these representations occur in the context of personal bankruptcies -- the bankruptcy trustee will seek to avoid the mortgage lender's mortgage based on an error in the execution or recording of the mortgage. In one such case, we defended a mortgage that was recorded in the wrong county. We quickly negotiated a settlement with the trustee that prevented the filing of an adversary proceeding and saved on costs. The settlement also permitted the mortgage lender to record its mortgage in the correct county and completely resolved the title defect.
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