Venture Capital/Private Equity

Experience

Joint Venture

This transaction involved an investment in preferred stock, a joint venture formed for the purpose of expanding the Fazoli's brand into new U.S. markets, and an option to purchase the assets of the company.  Our experience negotiating joint ventures and other business acquisitions enabled our client to secure the capital necessary to further develop and expand the Fazoli's restaurant brand while maintaining effective managerial and operational control over the strategic direction and vision of the company's business concept.

Public Company Joint Venture

We represented our client, a NYSE manufacturing company, in complex equity joint ventures negotiated in Mexico, Indonesia, Australia and New Zealand.  Decades of joint venture experience shortened the transaction timeline and reduced costs.

Private Equity Funding

Dinsmore & Shohl represented our client, a dot com technology company, in several rounds of venture capital financing totaling approximately $15 million.

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.

Hedge Fund Formation

Represented registered investment advisor in forming a $125,000,000 hedge fund specializing in New Zealand and Australian investments.

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.

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.

Outside General Counsel

Served as outside general counsel to a venture capital company in all aspects of its business, including its merger with a public company, investments in start-ups and developing companies, restructuring and financing through private placements.

SBIC Venture Capital Fund Formation

Represented the founders of a venture capital fund in the formation of the fund.

Stock Purchase

Unwinding of a previously-established joint venture through the negotiated buy-out of joint venture party.

Venture Capital Financing

Represented B2B e-commerce seller of promotional goods seeking $2,000,000 in first round venture capital funding.

Venture Capital Financing

Represented the company in obtaining $3,000,000 in "D" round preferred stock financing from venture funds.

Venture Capital Financing

Represented a small public company in a $10,000,000 private investment public equity, or "PIPE", financing.

Venture Capital Financing

Represented venture capital fund with focus on minority-owned businesses in early round convertible debentures and warrants.

Venture Capital Financing

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

Venture Capital Investment

Represented management consulting firm in receipt of capital investment from Goldman Sachs.