Banking & Financial ServicesExperience
Hedge Fund Formation
Represented registered investment adviser in forming a $125,000,000 hedge fund specializing in New Zealand and Australian investments.
Venture Capital Financing
Represented group venture funds in $15,000,000 "A" round preferred stock financing of North Carolina biotech firm.
Client Settlement
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.
Represented a Bank Holding Company in an Acquisition
Client: United Bancshares, Inc. (Buyer)
We counseled our client (United Bancshares, Inc.) through its merger with another bank (Benchmark Bancorp Inc.). The merger allowed our client to expand their presence in the Columbus, Ohio market. Our role included negotiating terms, drafting documents, preparing regulatory applications, preparing securities disclosures and closing the transaction.
Acquisition of Community Bank
Dinsmore represented a publicly-traded community bank in its multi-million dollar merger with Ohio-based bank holding company and community bank in exchange for cash and stock of the publicly-traded community bank.
Acquisition of Payroll Services Company
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.
Client is paid after golf course files Chapter 11 Bankruptcy
A golf course filed a Chapter 11 Bankruptcy. Our client, a financial institution, had liens on all of the debtor’s assets. We fiercely litigated over whether the automatic stay should be modified so the bank could either start receiving monthly payments or foreclose on the property. Through litigation and negotiation, we were able to obtain a resolution which paid off the loan and benefitted our client.
Bankruptcy workout resolution allows client to be paid 100%
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.
Liens on partially developed subdivision lead to reduction in client’s loss
Our client, a financial institution, had liens on a very partially developed subdivision. Most of the land was hilly with little access. There were significant disagreements about the valuation of the property, and there were two guarantors. Through creative problem solving and negotiations with the gurantors and debtor, we were able to negotiate the best possible result for our client, which reduced their potential loss by 60%.
Collection matter turns into criminal case due to our discovery work
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.
Creative discovery and defenses achieve successful settlement for client
Our client, a mining goods manufacturer, was sued for significant alleged preferential transfers. We defended the preference action using creative discovery and legal research to craft numerous defenses, which helped achieve a favorable settlement.
Acquisition and Financing of Tax Credit Projects
Represented developers in over 200 transactions involving low income housing tax credits, historic tax credits and/or new markets tax credits.
Purchase of two bank branches to allow for market expansion
Represented 1st National Bank in their purchase of two Baylake Bank branches to enable them to expand their market reach into Wisconsin
AGNL Blimp L.L.C. Syndicated Loan Transaction
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.
Acquisition by LCNB Corp. of Eaton National Bank and Trust
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.
Allegations of Mail Fraud Relating to Outsourcing of Business
Our client, the chief operating officer of a corporate vendor in the railroad industry, was indicted for allegedly engaging in mail fraud by improperly outsourcing business to a company owned by his brother. We performed a significant amount of pre-trial work, and the prosecutor agreed to a pre-trial diversion, which led to all charges being dismissed with prejudice. We also successfully obtained an injunction that required the client’s former company to indemnify him from legal fees.
Bond Finance
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.
Commercial Foreclosures
I am regularly involved in commercial foreclosures throughout Ohio on behalf of numerous commercial interests.
Commercial Landlord / Tenant Representation
Litigated claims on commercial leases throughout Ohio on behalf of landlords and tenants at multiple commercial sites.
Commercial Lending
Represented a Healthcare Manager in connection with a $5,000,000 line of credit from KeyBank.
Commercial Loan
We represented our lender client with multiple revolving loans secured by the borrower's interest in government contracts. We worked closely with borrower's counsel to ensure our client obtained a continuing, perfected security interest in the receivables generated by the borrower's performance under the government contracts by working within the statutory framework of the Assignment of Claims Act, the UCC, and available common law rights and remedies.
Commercial Loan
Dinsmore & Shohl represented a national restaurant chain in a $23 million commercial loan refinancing.
Commercial Loan Transactions
We have represented this client in complex commercial real estate loan matters.
Commercial Receivership
I have overseen multiple commercial receivership filings on behalf of clients with liens/mortgages on commercial, income-producing property.
Consumer / Commercial Litigation
Successful defense of financial institutions, loan servicers and finance companies in multiple claims and cases involving borrower allegations of predatory lending and violation of state and federal consumer protection statutes. Our representation also included the resolution of force-placed insurance claims and title defects.
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.
