Brady W. Dunnigan

Experience

Counseled a Real Estate Company Through its $86 Million Investment

We represented a real estate services company in connection with a preferred equity investment valued at $86 million by its joint venturers, affiliates of the Webb Companies and the Greer Companies, enabling the continued construction and completion of Centrepointe, a $200 million mixed-use development project spanning a two-acre block in downtown Lexington. The project, once completed, will include two hotels, an office tower and an underground garage complex. Our services included investment and property ownership structure assistance and documentation.

Represented a Private Equity Firm Investing $90 Million in a Mining Operation

We represented a private equity firm that invests in energy infrastructure during its $90 million convertible preferred equity investment in Ramaco Development, LLC, which funded improvements to and mining of Ramaco’s metallurgical coal mining properties in southern West Virginia. Our counsel included deal structure assistance, preparation and negotiation of investment agreement and ancillary documents, and real state/mineral title and regulatory/permitting diligence.

Represented an Energy Company During a $114 Million Acquisition

Counsel to an energy industry-focused private equity firm in connection with its approximately $114-million acquisition of assets associated with a large metallurgical coal mining operation in southern West Virginia. Our services included deal structure assistance; preparation and negotiation of APA and ancillary conveyance and assignment instruments; real estate/mineral title and regulatory/permitting diligence; and coordination of post-closing permit transfers.

Blackhawk Mining Acquires Patriot Coal Corporation

In October 2016, a transaction closed in which Blackhawk Mining (Blackhawk) purchased most of the assets of Patriot Coal Corporation (Patriot) out of bankruptcy. Dinsmore served as counsel to the acquirer, Blackhawk, who had previously purchased other portions of Patriot’s assets in 2014.

The acquisition resulted from Patriot filing bankruptcy for the second time in three years, which added several layers of complexity to the transaction. Many parties were involved in the deal, including among others, the sellers, lenders, creditors, lessors, suppliers, and the United Mine Workers of America, whose existing contract with Patriot was rejected and replaced with a new contract negotiated with Blackhawk. Blackhawk’s bid was selected as the stalking horse offer, but several other interested buyers submitted competing offers, and an aggressive auction process ensued.

The total value of the transaction approached $1 billion. In addition to a multi-tiered financing structure involving the issuance of new equity securities in Blackhawk and the restructuring of Patriot’s and Blackhawk’s prior loan facilities with over $900,000,000 in new debt, the deal involved the assumption by Blackhawk of substantial reclamation and other liabilities, the posting of new bonds with state environmental authorities, and agreements to perform reclamation work on mining sites purchased from Patriot by the Virginia Conservation Legacy Fund.

“This was a very large and difficult transaction, which took months of work by numerous attorneys and staff in many departments and office locations,” said Susan Zaunbrecher, Corporate Department Chair. “The team of Dinsmore attorneys worked cohesively for our client, and, in the end, beat out a lot of impressive competition.”

Most of the six active mining complexes in the acquisition are located in West Virginia, with additional properties and mines in Kentucky, Ohio, Indiana and Illinois. Blackhawk saw the Patriot acquisition as an opportunity to expand its presence in the metallurgical coal market, as a complement to its prominent position as a producer of thermal coal.

“The demand for all coal is down significantly,” said Chauncey Curtz, Chair of the Natural Resources Group. “As a result of this deal, our client is well-positioned to survive the downturn and enjoy continued success as a low cost producer of both thermal and metallurgical coal for many years to come. That’s the most important thing to us.”

Former outside general counsel to consumer products manufacturer

Current outside general counsel to Caesarstone USA, Inc., the U.S. subsidiary of a publicly-traded manufacturer of engineered quartz surfaces used for kitchen countertops, vanity tops, well-cladding, quartz sinks and floor tiles.  Duties include handling or coordination of all legal aspects of U.S.-based business, including corporate/commercial transactional, involving supply chain, verticals, big box retail relationships, third-party vendors, construction project subcontracting; and supervision of all work associated with domestic IP; labor and employment; pricing/antitrust; trade compliance/import-export; and domestic litigation (including warranty claims, breaches of non-competes and defense of such claims, and disputes with distributors, fabricators, project developers and contractors). 

Real Estate / Commercial Loan Transaction

Counsel to publicly-traded natural gas development and exploration company in connection with sale of natural gas interests located in numerous Kentucky counties, including secured seller financing.

Franchisee agreement disputes, debt matters and site evictions

We represented two national fast food chains in connection with franchisee debt matters, franchise agreement disputes, collections and site evictions. Our representation included documentation of inter-franchise extensions of finance; coordinating default procedures; coordination of litigation commenced with respect to eviction and collection efforts; and settlement negotiations and documentation.

Franchise agreement negotiations for rent-to-own store franchisee

We represent a rent-to-own store franchisee with multi-state, regional footprint in connection with franchise agreement negotiations, site location and acquisition.

Real Estate Leasing Transaction

Counsel to the franchisee of a national restaurant chain in connection with the lease from a developer of an outparcel of a "big box" shopping center development.

Sale of mixed use/residential condo/retail development

We represented a multi-generational family trust in connection with the sale of a 205-guest room mixed-use hotel-residential condo-retail development and convention center complex in downtown Morgantown, WV. Our representation included the negotiation and preparation of LOI and subsequent sale and ancillary documents; coordination of due diligence; analysis and resolution of complex issues regarding correlative rights and obligations of hotel and residential condominium units above the hotel. We also handled the negotiations with the City of Morgantown and documentation regarding the assignment of the convention center rights, easements and rights-of-way relating to the entire development; negotiations with adjacent property owners and documentation regarding assignment of crucial parking rights and rights associated with plant equipment; identification and resolution of title issues; and coordination of post-closing obligations.

Sale of office tower and adjacent parking garage

We represented 33 tenant-in-common (TIC) owners in the sale of a 14-story office tower and adjacent parking garage in downtown Lexington, Kentucky. Our representation included initial negotiations with clients’ lender regarding extension of existing financing through sale process, negotiation of purchase and sale agreement, conveyance, assignment and other closing documents, and resolution of tenant leasing and title matters.

Real Estate Leasing Transaction

Counsel to a "big box" shopping center developer in connection with the sale and lease of numerous main parcels and outparcels to various anchor retailers and restaurants.

Real Estate Transactions

Lead outside counsel for purchasers of several significant central-Kentucky thoroughbred farms (ranging from $6 million - $17.5 million).

Franchise agreement negotiations for hotel franchisees

We have represented numerous hotel franchisees of with multi-state, regional footprint in connection with franchise agreement negotiation, performance and inter-franchise debt matters.

Commercial Loan Transaction

Borrower’s counsel in $150-million credit facility secured by leased mineral reserves located in Kentucky and West Virginia, as well as inventory and receivables associated with mining operations.

Commercial Loan Transaction

Lender's counsel in numerous loan transactions involving the financing of the acquisition of existing hotel operations in Kentucky, Indiana and Ohio (ranging from $750,000-$4 million).

Acquisition of restaurant sites from major national fast food franchisor

We represented the lender in connection with financing of acquisition by franchisee of 75+ restaurant sites from a major national fast food franchisor, situated in eight different states. Our representation included drafting and negotiating loan and security documents; coordinating business, franchise and title diligence, as well as title insurance across multiple jurisdictions.

Acquisition, development and sale of business travel and extended stay hotels

We represented a regional Marriott- and Hyatt-affiliated hotel developer in connection with the acquisition/development and sale of various business travel and extended-stay hotels throughout Kentucky, Ohio, West Virginia, Indiana and Tennessee, including financings relating thereto. Our representation included the negotiation of acquisition/ sale agreements, joint venture agreements, hotel management agreements, construction agreements and financing documents, as well as coordination of due diligence.

Commercial Loan Transaction

Local lender’s or borrower’s counsel in numerous commercial financing transactions of varying size, involving borrowers in various industries including manufacturing/industrial, hotel development and shopping center TICs.

Commercial Loan Transaction

Lead counsel for a large regional lender financing the acquisition of approximately 53 restaurant locations located in 5 different states from an international fast-food restaurant franchisor.

Corporate Reorganization and Membership Unit Sale

This transaction involved a corporate reorganization of several limited liability companies which collectively owned or controlled certain coal producing and related assets followed by the sale of all of the membership units for approximately $20,000,000 to a publicly traded company. Our firm’s experience in mergers and acquisitions, natural resources and tax matters enabled the client to maximize membership unit value and complete this transaction in an efficient and timely manner.

Commercial Loan Transaction

Lender’s counsel in $55-million credit facility funding the acquisition of owned and leased mineral interests located in southeast Kentucky and Tennessee.

Commercial Loan Transaction

Local counsel for borrower/purchaser in approx. $1-billion “commercial mortgage-backed securities” loan transaction, financing acquisition of the assets of a major national hotel chain.