Banking & Financial Services

Experience

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.

Deed in Lieu of Foreclosure

Subsequent to the commencement of foreclosure proceedings against the mortgaged property, we learned that an affiliate of the Mortgagor was involved in a state-court receivership proceeding. The receiver claimed the right to control the property even though the Mortgagor was not directly involved in the receivership. Tenants' needs were not being met. The property faced the prospect of significant deterioration. We negotiated a release from the receiver, put our client in control of tenant issues and, within five months of filing the foreclosure complaint, we secured a deed in lieu of foreclosure. We were able to stabilize the condition of the property by working collaboratively with the borrower and tenants.

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.

Financing - Syndicate Loans

Represented administrative agent bank in a $73,000,000 term loan facility for the construction of a manufacturer’s international headquarters.

Represented participant bank in an $11,000,000 term and revolving commercial loan facility for an industrial and retail clothing manufacturer.

Represented documentation agent bank in a $40,000,000 revolving commercial loan facility for a clinical research and drug and medical device development company.

Represented participant bank in a $750,000,000 revolving commercial loan facility for a newspaper and periodical publishing company.

Represented documentation agent bank in a $550,000,000 revolving commercial loan facility for an interactive media company.

Represented documentation agent bank in a $100,000,000 revolving commercial loan facility for an online recruiting company.

Represented syndication agent bank in a $175,000,000 revolving commercial loan facility for a diversified plumbing and long term care company.

Represented participant bank in a $23,000,000 term and revolving commercial loan facility for a packaging company.

Represented participant bank in a $25,000,000 term and revolving commercial loan facility for a clinical research organization.

General Obligation Bonds, Series B of 2009

The American Recovery and Reinvestment Act of 2009 authorized certain issuers to issue taxable bonds known as "Build America Bonds" to finance capital expenditures for which it could issue tax-exempt bonds. Dinsmore & Shohl served as bond counsel to the Penn Hills School District on one of the first and largest issues of Build America Bonds by a school district in the Commonwealth of Pennsylvania.

General Obligation Clean Renewable Energy Bonds, Series 2009

In December, 2009, under the shadow of a December 31 deadline by which time the Federal allocation of authority for this financing was set to expire, Dinsmore & Shohl served as bond counsel to the County of Lycoming on the private placement of this true “tax credit” bond, to finance certain electric power generating facilities at a County-owned landfill.

Hospital Revenue Refunding and Improvement Bonds, 2009 Series A

Dinsmore & Shohl served as counsel for Charleston Area Medical Center, Inc., the Charleston Area Medical Center Foundation, Inc. and their affiliates in connection with the public offering of tax-exempt revenue bonds, to finance the cost of refunding certain previously incurred indebtedness and paying a portion of the termination payment related to the termination of a hedge agreement entered into in connection with the issuance of such previously incurred indebtedness.

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.

Lender Liability in a Commercial Foreclosure

A routine commercial foreclosure resulted in lender liability claims against the bank. Representing the bank, the case was settled on terms favorable to our client.

Lien Claims

I have successfully litigated and mediated multiple lien claims in numerous construction-related cases throughout Ohio.

Loan Refinance

We represented our national bank client in a multi-state loan transaction of $42.5M to five related-entity borrowers. The loan was secured by five multi-family apartment complexes located in Ohio, Kentucky and Texas. Our services included preparing and negotiating loan documents which incorporated provisions specific to each jurisdiction. We reviewed title and survey for each property, all due diligence items, and facilitated the closing process with the title company. We were able to handle this multi-state transaction efficiently by using our network of local counsel and state-specific documents.

Loan Transaction for Construction of a Mixed Use Development

We represented a public bank as the lender in a complex loan transaction for the purposes of constructing a mixed use development within a specially-designated community improvement district (CID) in Missouri. We counseled the lender throughout the transaction, including performing title and survey review and preparing all of the applicable loan documents. Additionally, we also negotiated with several of the construction project contractors, including the architect, to expedite the transaction. In addition to traditional zoning requirements, we also had to ensure the project met the CID requirements before completing the loan, which included additional review of regulations and heightened negotiations with the title insurance company. The transaction was ultimately completed to enable the project to efficiently move forward.

Mattlin Holdings LLC v. First City Bank, 2010 Ohio 3700 (Ohio App. 10th Dist. 2010)

Dinsmore & Shohl handled the defense on behalf of Defendants, Fifth Third Bank ("Fifth Third") and JP Morgan Chase ("Chase"). This is an important precedent for the banking industry in Ohio in that the appellate court refused to extend the discovery rule to toll the statute of limitations under O.R.C. § 1303.16(G) for a UCC conversion claim against two banks. In particular, the Appellants asserted a UCC conversion claim pursuant to O.R.C. § 1303.60 against both Fifth Third and Chase for the alleged conversion of a check in the amount of $795,486.00. Appellants’ conversion claims, however, were filed over four and one-half years after the alleged conversion by both Fifth Third and Chase. The Appellants argued, among others, that the discovery rule should toll the statute of limitations because Appellants did not discover the alleged conversion until after the statute of limitations had expired and because the Appellants had asserted fraud-based claims against other defendants, but not against Fifth Third or Chase. In response, Firth Third and Chase argued that the discovery rule does toll the statute of limitations and that even in cases where fraud-based claims are asserted, the UCC claims against other defendants cannot be coupled with such fraud-based claims for purposes of tolling the statute of limitations.

The Tenth District Court of Appeals upheld the trial court's dismissal of Fifth Third and Chase and held that the three-year statute of limitations for conversion under Section 1303.16(G) is not tolled by the discovery rule. Both the appellate court and trial court cited to and relied upon the holding of the U.S. District Court from the Northern District of Ohio in Metz v. Unizan Bank, (N.D. Ohio 2006), 416 F. Supp. 2d 568, 579. Both courts also cited to the holding in Loyd v. Huntington Nat'l Bank (N.D. Ohio 2009), 2009 U.S. Dist. LEXIS 51858.

Click HERE to view the Tenth District Court of Appeals decision. 

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.

Private Equity Investment

Represented a chemical manufacturing company in connection with a $5,000,000 investment by a private equity group.

Representation of Graeter's Manufacturing Company

Graeter's Manufacturing Company. Corporate representation of fifth generation family owned business which manufactures ice cream and confection products. Nationally known supplier of premium quality products (as referenced on Oprah Winfrey, the West Wing, and in other national media outlets). Counsel for franchise program with Graeter's as franchisor and business counsel for all corporate operations, inclusive of labor, real estate and general corporate work.

Sale / Merger

Our firm represented Exchange Bancshares, Inc., an Ohio bank and holding company, in its sale to and merger with Rurban Financial, an Ohio bank and holding company.

Sale and Merger of Bank

We represented Ripley National Bank in its sale and merger into Oak Hill Banks.

Sale/Merger

Represented the buyer in connection with its purchase of a Sonic franchisee located in northern Florida. Purchase included the business, as well as 12 associated pieces of real estate. We negotiated terms of the purchase agreement, as well as terms of the real estate agreements.

Sale/Merger

Advised client in connection with the division of a graphics design company between its two current owners. Our client retained ownership and control of the company and brand as a result of this transaction.