Represented group venture funds in $15,000,000 "A" round preferred stock financing of North Carolina biotech firm.

This transaction involved a corporate reorganization of Seed Restaurant Group, Inc. and its subsidiaries followed by the sale of substantially all of the assets of the company and its subsidiaries to an affiliate of Sun Capital Partners, Inc.  Our firm's experience negotiating business acquisition transactions in the context of multiple bidding parties enabled the client to maximize shareholder value and consummate the transaction within the desired time-frame.

Principal representative of a major investment bank and Fortune 20 company in an industry-wide group that obtained precedent-setting relief from the SEC that effectively permitted settlement of significant litigation with the SEC and state attorneys general affecting more than $60 billion in securities, Auction Rate Securities -- Global Exemptive Relief.

Seth Schwartz represents multiple, significant mid-west financial institutions. These representations include addressing Truth in Lending Act matters, replevin actions, collection actions, foreclosure actions, contested foreclosure actions, internal and external fraud matters, UCC matters concerning check deposit issues, and financial institution contracts.

Dinsmore represented a private buyer in the acquisition of a controlling interest in a payroll and related services company and corresponding private securities offering under Regulation D.

We were able to negotiate a settlement of a multi-faceted bankruptcy that allowed the borrower to get out of bankruptcy. The deal also turned non-performing loans into performing ones. This allowed our client, a financial institution, to be paid 100% on the loans over a mutually agreed upon period of time.

In the course of enforcing a judgment from another state for our client, a motor sports company, we discovered hidden assets of the defendant. The discovery forced the defendant into bankruptcy, and we successfully objected to dischargability of the debts due to fraud. We established the defendant had obtained funds for race cars and racing purposes but had used the money for everything but the intended purposes. We also were able to uncover and recover a race car, and we worked with government investigators prosecuting the defendant. As a result, we were able to creatively achieve our client’s goals.

Represented developers in over 200 transactions involving low income housing tax credits, historic tax credits and/or new markets tax credits.

Represented US Bank as arranging bank in syndicated loan of $120 million to AGNL Blimp L.L.C. as borrower for construction of new Goodyear Tire & Rubber Company global headquarters. Worked with Royal Bank of Scotland as participating bank in loan process. The borrower will purchase port authority bonds with proceeds from the loan as well as numerous sources of public and private funding and pledge the bonds as collateral to the bank. This transaction required a detailed and thorough understanding of bond finance law, including creative structuring to ensure the lender was fully secured ahead of all other sources of funding. Additionally, because borrower closed on the bond transaction before the loan transaction, Dinsmore had to retro-fit the loan document provisions to match the bond documents and work to assign the borrower’s rights to the bank in case of a default to mitigate client’s risk and exposure.

When Peoples Bancorp sought to expand their geographic footprint, they turned to Dinsmore for counsel. We guided Peoples Bancorp, Inc., the parent company of Peoples Bank, NA, through the acquisition of Sistersville Bancorp, Inc., the parent company of First Federal Savings Bank. We counseled the client through the transaction, beginning with due diligence, assessment of the risks and benefits and the structuring of the transaction. We also negotiated and drafted the documents for the acquisition, which included the merger of the two holding companies and the subsequent merger of the two subsidiary banks, resulting in two additional full-service bank branches for Peoples Bank located in Sistersville and Parkersburg, West Virginia. We also worked with the client to ensure compliance with banking regulators, including the Federal Reserve, the Office of the Comptroller of the Currency and various state organizations, and handled all of the regulatory application filings. We also counseled the client through transitioning and terminating employee benefits plans to ensure legal compliance and compliance with People’s plans. The acquisition, which was completed for aggregate cash consideration of approximately $9.81 million, enables the client to continue their growth into new markets and positively impact their earnings in the near future.

I successfully represented the title insurer in obtaining an injunction to freeze accounts of a title agency when the title agency went out of business amid claims that numerous liens and taxes had gone unpaid from prior real estate closings. Through the related lawsuit for breach of contract and negligence, I helped the client to recoup a significant portion of the losses caused by the title agency's actions. Our quick action in obtaining an injunction helped the client to limit its exposure and limit the loss of pertinent information.

We served as deal counsel for LCNB Corp., the holding company of LCNB National Bank, through a stock and cash transaction that enabled it to acquire First Capital Bancshares, Inc., Chillicothe, Ohio, and its subsidiary, Citizens National Bank. We counseled the client through all aspects of the transaction, from pre-transaction planning and due diligence to negotiating deal terms to drafting documents, including advising the client on applicable state and federal application and compliance procedures. The transaction, which is valued at approximately $19 million, enables LCNB to expand its market reach, as Citizens National Bank operated six full-service branches in Ross and Fayette Counties, Ohio.

Our firm represented the Monongalia County Building Commission in a $48,145,000.00 bond financing for construction projects, capital improvements, and refunding prior bonds for a regional hospital system.

I am regularly involved in commercial foreclosures throughout Ohio on behalf of numerous commercial interests.