Banking & Financial Services
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"
Client: Large Publicly-Held Bank Holding Company
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
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.
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
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.
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.
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.
Private Equity Funding
Dinsmore & Shohl represented our client, a dot com technology company, in several rounds of venture capital financing totaling approximately $15 million.
Title Insurance Company v. Title Agency
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.
Asset Sale of Dakin Insurance Agency, a Subsidiary of LCNB Corp., to an Ohio Insurance Group
Dinsmore & Shohl represented LCNB Corporation, an Ohio chartered bank holding company, in the sale of its insurance agency subsidiary, Dakin Insurance Agency, Inc., to Rixey-Berry Insurance, Inc. Our attorneys prepared and negotiated the asset purchase agreement. In addition, we prepared all transfer documents for the assets. The sale took LCNB Corporation out of the sale and brokerage of insurance products so that it can concentrate on its core financial institution business.
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.
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.
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.
We manage commercial foreclosures on a multi-state basis for our lender client. Our client expressed a request for a "single-source" provider of legal services as it began to experience defaults in its portfolio. We have developed a process in several states, including New York, Illinois, Indiana, Wisconsin and Michigan where we engage local counsel as necessary to enable our client to pursue its remedies as efficiently as possible.