Appellate Counsel to Kentucky Bankers Association on Issue of State Agency’s Statutory and Regulatory Authority
Represented nominal party on behalf of interests of Kentucky Bankers Association before Kentucky Supreme Court regarding scope of authority of Kentucky Department of Financial Institutions to grant geographic charters to state credit unions.
Members Choice Credit Union v. Home Federal Savings & Loan Association, 323 S.W.3d 658 (Ky. 2010). Click HERE to view the decision.
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.
Commercial Foreclosure / Forbearance Agreement
We represented a national life insurance company with a defaulting mortgage loan in southwest Ohio. We filed a foreclosure action and obtained the appointment of a receiver shortly thereafter. When the borrower threatened bankruptcy, we negotiated and drafted a forbearance agreement. The borrower resumed making payments approximately three months after the filing of the foreclosure. Notably, the forbearance agreement ensures a quick foreclosure if the borrower should default again.
Corporate Reorganization and Asset Purchase
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.
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.
Financial Institutions M&A: Tax Free, Stock for Stock "Merger Conversion"
Represented numerous thrifts, community banks and large financial institutions in numerous mergers and acquisitions, including a complex transaction involving representing a large publicly-held bank holding company in its acquisition of a mutual savings bank in a simultaneous mutual-to-stock conversion and stock-for-stock merger.
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.
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
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.
Representation of Mid-West Financial Institutions
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.
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
Bankruptcy workout resolution allows client to be paid 100%
Liens on partially developed subdivision lead to reduction in client’s loss
Collection matter turns into criminal case due to our discovery work
Creative discovery and defenses achieve successful settlement for client
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
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.
Counties and County Agencies Bond Counsel
We have served as bond counsel for a number of counties and county agencies throughout Pennsylvania. Included in our client list are: Butler County, Clarion County, Mercer County, Somerset County and Warren County.
Multiple Bank and Insurance Agency Acquisitions for Peoples Bancorp, Inc.
Private Equity Funding
Title Insurance Company v. Title Agency
Asset Sale of Dakin Insurance Agency, a Subsidiary of LCNB Corp., to an Ohio Insurance Group
Acquisition by LCNB Corp. of Eaton National Bank and Trust
Allegations of Mail Fraud Relating to Outsourcing of Business
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