Lee M. Stautberg

Experience

Representation of Pharmaceutical Companies

Representation of many pharmaceutical companies with licensing of products, acquisition and divestitures of assets.

Project Counsel for $150 million Mixed-Use Project

Client: Multi-Family Apartment Developer

We served as project counsel for a regional multi-family apartment developer in connection with the re-development of a $150 million mixed-use project containing approximately 330 residential units, a boutique hotel, approximately 200,000 sq. ft. of office space, and a 1,400 space public parking garage on the Scioto Peninsula in downtown Columbus. Over a two year period, our team negotiated the purchase, sale and development agreement, and various interrelated land use agreements necessary for facilitating the creation of a new “festival street;” assisted in forming a new community authority which utilized a tax-exempt bond issuance to finance the public improvements supporting the project; collaborated with the Columbus Franklin County Finance Authority to issue tax exempt bonds, utilizing a ground lease/capital lease structure, to receive sales tax exemption savings on the materials used in construction of the apartment buildings; formed a joint venture entity to utilize capital contributions of equity investors and to take advantage of the project’s location in a qualified opportunity zone; and negotiated terms of an approximately $60 million construction loan. Further, our development team negotiated an option of right of first offer as to the public parking garage and laid the groundwork for phase II expansion in the event our client wishes to expand its development footprint.Throughout the project, our team collaborated with the city of Columbus, Columbus Downtown Development Corporation, Columbus-Franklin County Finance Authority, and counsel for two collaborative developers.  

Provide Ongoing Counsel for a Nursing Home Developer on a Variety of Issues

Client: nursing home developer

We provide ongoing counsel for a nursing home developer regarding construction issues, construction problems, Medicare reimbursement, and other essential matters.

Merger

We represented the sellers, an IT and Communications company, in a merger in a cash and equity consideration valued at over $8 million.

Stock Sale

We represented the company, a biomedical transportation company, in the sale of an approximately $80 million business to a private equity fund.

Complex Joint Venture & Multi-Million Dollar Debt Financing of Client

As a Dinsmore client was looking to expand its operation and service presence into a global marketplace, it sought a Hong Kong entity with manufacturing capability for production of its wind energy products that were to be sold under sales/master distribution arrangements in Asia and Europe. Structural, tax, governance, IP ownership, business plans, capital contribution and other issues demanded close attention by client personnel and the legal team. The transfer of unregistered technology, the client’s equity structure, operating in both Hong Kong and the People’s Republic of China, coupled with a complicated business plan and detailed financing aspects, created the complexity of this transaction.

Dinsmore & Shohl quickly formed a multi-disciplinary team of lawyers from areas including Mergers & Acquisitions, International Tax, IP, and Commercial Lending. After a thorough assessment and advice from both the People’s Republic of China and Hong Kong counsel, Dinsmore lawyers negotiated and prepared the complete extensive package of Joint Venture and Financing documents for this complex equity transaction.

Acquisition

Our firm represented Graeter's in their purchase of fifteen retail stores from Superior Tasting Products, LLC, a former franchisee.

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.

Corporate Reorganization and Membership Unit Sale

This transaction involved a corporate reorganization of several limited liability companies which collectively owned or controlled certain coal producing and related assets followed by the sale of all of the membership units for approximately $20,000,000 to a publicly traded company. Our firm’s experience in mergers and acquisitions, natural resources and tax matters enabled the client to maximize membership unit value and complete this transaction in an efficient and timely manner.

Cross-Border Acquisition

Dinsmore & Shohl recently represented CollabNet, Inc., a Silicon Valley-based company that is the recognized leader in Agile lifecycle management in the Cloud, in its acquisition of Codesion, Inc. (formerly CVS Dude) in a multi-step cross-border merger and reorganization transaction. Codesion is an Australian-based company that provides the world’s leading enterprise-grade Subversion hosting platform and serves more than 3,400 customers and 70,000 users in 90 countries. CollabNet founded the industry-leading Subversion open source project in 2000 and remains the project’s principal sponsor. The CollabNet TeamForge ALM platform, CollabNet Subversion software configuration management (SCM) solution, and ScrumWorks® project and program management software enable teams using any environment, methodology, and technology to increase productivity by up to 50% and to reduce the cost of software development by up to 80%.

Represented Graeter’s Manufacturing in all Aspects of Construction of its Manufacturing Facility

We represented Graeter’s Manufacturing Co. with respect to the acquisition, development and construction of its manufacturing facility on Paddock Road in Cincinnati, Ohio.

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.