Bankruptcy & Restructuring
Assisted and advised client in connection with its negotiation and purchase of first mortgage loan for its corporate headquarters from its existing lender and the refinancing of this debt. As a result of this transaction, the client was able to reduce the real estate mortgage on its corporate headquarters by almost 50%.
Bankruptcy - Relief from Stay for Bank
Represented a local bank with non-performing loan secured by seven properties. The borrowers filed bankruptcy, and we swiftly negotiated an agreed order with the trustee for abandonment and relief from stay. The order was entered less than two months after we were engaged to assist the bank, and it was effective back to the date of the bankruptcy filing.
Bankruptcy Emergence, Corporate Restructuring and Financing
Represented Chapter 11 debtor in submission of reorganization plan and receipt of $75,000,000 emergence financing.
Divesture of Business Units By Chapter 11 Debtor
Represented Chapter 11 debtor in the $25,000,000 sale of numerous non-core businesses in court-approved transaction.
Liquidating Trustee of Chapter 11 Debtor v. Former Officers and Directors of Chapter 11 Debtor
The liquidating trustee representing unsecured creditors of a Chapter 11 debtor sued former officers and directors for various transactions related to the corporation's retirement benefits plans. The plaintiff alleged that under applicable law the obligations of the defendants switched from being owed to the corporation to the corporation's creditors once the corporation entered a "zone of insolvency," and that the defendants had violated fiduciary duties owed to the unsecured creditors. He also alleged that the defendants' actions created a "deepening insolvency" for the corporation, thereby giving rise to a claim for that tort.
The court rejected decisions applying these rules and held that the zone of insolvency, fiduciary duty to creditors', and deepening insolvency theories espoused by plaintiff did not state cognizable claims under Ohio law.
Further proceedings are scheduled following the court's dismissal of the above claims.
Materials Supplier v. Brewing Company (In receivership)
I successfully represented our client, a beer brewing company, in enforcing its right of first refusal with respect to trademark rights in certain local beer brands. A receiver who took control of these trademarks from a defunct brewery sought to sell both the brewery and the trademarks to another entity, in violation of our client's rights. After objecting to the sale, I argued our client's position at a hearing in state court in Northern Ohio. The hearing involved the receiver, the bank, a competing buyer, and other creditors. After the argument, the client and I successfully negotiated a resolution whereby our client obtained the desired beer brands at a favorable price.
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.
Reorganization of a real estate company owning over $1 Billion in value of rental properties. This restructuring was designed to be completely tax free, and to allow for the tax-free award of ownership interests in selective properties to various key employees who have management or supervisory responsibilities with respect to those specific properties. The permutations of pairing such executive awards to specific properties were numerous, and the structure was designed to allow for such selective award of ownership interests in a manner that was not only tax free to the company and the executives, but to also allow for such ownership through a common holding company for maximum simplification, for retention of control in the hands of the majority owner, and for appropriate asset protection insulation among properties and from non-property creditors.
Representation of Finn Corporation
Representation for over fifteen years of Finn Corporation, a U.S. manufacturer of heavy equipment for the landscape and nursery industry, inclusive of its parent DHG Inc. and its affiliates Express Blower, Inc. and CWS, Inc.
A. Negotiation and implementation of complete corporate restructure transaction involving the sale of the business from remaining founding members to investment funds.
B. Negotiation and implementation of transaction for acquisition by Express Blower Inc. of assets from Rexius Forest By-Products, Inc, of Eugene Oregon, to form the "high end" Express Blower blower truck line.
C. Negotiation and implementation of multiple bank financing and private debt arrangements under which DHG and its subsidiaries operate their business lines. Inclusive of off site inventory as collateral for bank loans, and debenture financing with warrants in the case of private debt financing.
D. Preparation of national and international dealer agreements, distributor agreements, demonstration agreements, consignment agreements and other arrangements pursuant to which client manufactures and distributes its products nationally and internationally.
Sale of Companies through Chapter 11 Plan of Reorganization
We acted as lead counsel for the Wornick Companies ("the Companies") in the sale of the Companies to bondholders who held 85% of the publicly-traded debt securities of the Companies through a Chapter 11 Plan of Reorganization. The value of the transaction was $85MM. Our firm also acted as lead counsel for the debtor in the Chapter 11 bankruptcy proceeding in the Western Division of the Southern District of Ohio. The Company is a leading supplier of Meals Ready to Eat (MRE) to the armed services.
Sale of Company in Connection with Chapter 11 Restructuring
We represented Milacron Inc. as lead counsel in the sale of the company and its numerous international subsidiaries (“Milacron”) to bondholders who held over 90% of the publicly-traded debt securities of Milacron through a Section 363 asset sale in connection with Milacron’s Chapter 11 restructuring. The transaction value was approximately $175MM. Our firm also represented Milacron as lead counsel in the Chapter 11 bankruptcy proceeding in the Western Division of the Southern District of Ohio. Milacron is a major solutions provider to the plastics-processing industries and a leading supplier of premium fluids to the metalworking industries.
Planned tax structuring in connection with the reorganization of a publicly traded manufacturing company in bankruptcy. Planning involved numerous domestic and foreign operations and subsidiaries, and included planning to maximize the use of all tax attributes and maximize basis step-up for the post-bankruptcy reorganization owners of the various business segments.
U.K. Holding Company Reorganization
Representation of a holding company headquartered in the United Kingdom in the restructuring of its United States operations. Advice included (i) U.S. International tax advice on the minimization of the organization's worldwide effective tax rate, including transfer pricing analysis; (ii) analysis of the U.S. - U.K. tax treaty with respect to intercompany payments; (iii) advice regarding expatriate U.S. tax liability and (iv) re-incorporation of the U.S. subsidiary ("F reorganization") to minimize state and local taxes.