Experience
National Development Counsel for Senior Living Developer / Operator
We serve as national development counsel for Cameron General Contractors and Resort Lifestyle Communities, which are affiliated entities currently among the most active developer/operators of senior living retirement communities in the United States. To date, we have handled the acquisition and development of more than 20 such retirement communities in a variety of locations from the east coast to the Pacific Northwest, as well as numerous places in between. Our work encompasses all phases of the ground-up development process, including site selection, due diligence, land acquisition, securing zoning and other governmental approvals, obtaining governmental incentives, negotiating municipal and private development and cost-sharing agreements and obtaining both construction and permanent financing.
$100 Million Industrial Property Portfolio Disposition
We served as lead counsel to a New York-based private equity fund in the time-sensitive, multi-phase disposition of a $100 million-plus industrial property portfolio comprised of fee simple and ground subleasehold interests in northeast Ohio and Indiana. Our work included the negotiation of multiple purchase/sale agreements, coordinating with each buyer’s counsel on due diligence, obtaining lender consents, insuring title, and handling closings with multiple sellers.
Development of Residential Subdivisions
We serve as development counsel for Sunesis Construction Co. and its affiliate entities in the creation of new residential subdivision developments throughout the Cincinnati area. These developments include single family detached homes, townhomes, and multifamily components and frequently require the establishment of multi-neighborhood homeowners associations to govern dealings between the respective components as well as their residents. Representation includes performing due diligence activities including zoning analysis, facilitating the procurement of governmental economic incentives, evaluating and resolving title issues, obtaining title insurance through Mercantile Title Agency (Dinsmore’s wholly owned title agency), structuring and closing on property acquisitions to create assemblage parcels, establishing a homeowners association, and negotiating easement rights, municipal funding agreements, joint venture agreements, construction loan documents and lot sale agreements.
Acquisition of More than 100 Convenience Stores in 10 States
We served as lead counsel in our client’s acquisition of assets valued at more than $150 million in three concurrent transactions. The assets included more than 100 operating convenience stores in 10 states, along with extensive inventory and contractual rights. We were involved in most aspects of the transactions, including contract negotiation, due diligence, financing, and closing.
Project Counsel for $150 million Mixed-Use Project
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.
Local Counsel for University Developer
We act as local counsel for a national university-centric developer, which has a focus on student housing. We obtained concept plan approval for an approximately 11 acre in-fill redevelopment of a former hospital site into a mixed use project known as the District at Clifton Heights, adjacent to the University of Cincinnati. The construction value of this project will exceed $300 million dollars and comprises approximately 1,400 apartment units, 300,000 square feet of retail space (including a theater and other entertainment uses), and a nationally branded hotel. This approval was the culmination of months of neighborhood engagement and collaborative planning with city staff, neighborhood associations, and university stakeholders involving permitted uses, vehicular movement and parking and public spaces.
Real Estate Counsel for Joint Venture
We have acted as real estate counsel for a joint venture between the Miller-Valentine Group and Jeffrey R. Anderson Real Estate, Inc. which redeveloped a 10 acre assemblage site into approximately 200 luxury apartments and 60,000 square feet of commercial space. We handled all aspects of the transaction, including structuring the joint venture, site development agreements, and financing of the project. This project is intended as a gateway project for the Village of Silverton, Ohio.
Project Counsel to an International Health Care Service System
We served as project counsel to our client, an international health care service system, to negotiate a master services agreement pursuant to which an international commercial real estate services firm managed all owned, leased, and sub-leased portfolio of the client’s properties to create efficiencies between our client’s internal facility management, property management, and construction departments and its service providers. In addition to the master services agreement, Dinsmore also negotiated various sub-agreements, including property management, transactional management/brokerage, portfolio administration, project management agreements, which governed specific elements of the relationship between our client and the real estate services firm, including tenant build-outs, portfolio management, leasing, acquisitions, dispositions, and property management. The negotiation required in-depth knowledge of the operations, management and structure of the client’s portfolio of facilities, the service provider’s operations and services, and coordination among the client, its third party consultants, and its service provider.
Provided Counsel to a Church
We represented a nondenominational church in Deerfield Township, Warren County, Ohio, in obtaining multiple zoning variances to allow for expansion of their assembly building, parking, and vehicular movement areas.
Acquisition, Leasing, Financing and Development of Shopping Center
Sale of mixed use/residential condo/retail development
Acquisition, Leasing, Financing and Development of Shopping Center
Government Incentives
Governmental Incentives
Governmental Incentives
City
Title Insurance Defense
Leasing and Sale of Shopping Center
Leasing and Sale of Shopping Center
Zoning and Sale of Shopping Center
Leasing and Sale of Shopping Center
Leasing and Sale of Shopping Center
Acquisition, Leasing, Financing and Development of Shopping Center
Governmental Incentives
Sale of Real Estate
Property Acquisitions
Represented a local school board in the acquisition of a $1,300,000 property for its school expansion.
Represented a nursing care provider in the acquisition of 5.2336 acres of real property and the construction of a $5,800,000 skilled nursing home located in Washington C.H., Ohio.
Title Insurance Defense
Property Acquisition and Bond Financing
Property Acquisition and Financing
"One Source" for Shared Success
Growing, nurturing and providing fresh produce is not without challenges, from accounting for the weather to managing transportation to ensuring quality and safety. However, when those challenges cross over into the legal realm, Castellini Group of Companies knows they have a trusted partner in Dinsmore.
“Coordination is very important in our business because we have so many different facets that need to come together for success,” said Bill Schuler, President and CEO of Castellini. “Dinsmore understands that, and they work with us in a number of areas to make sure our business continues to thrive.”
Having started as a small fruits and vegetables supplier more than 100 years ago, Castellini has grown to become one of the largest produce suppliers in the country. Through it all, Schuler says Dinsmore has been by their side, advising on everything from real estate transactions and complex financings to corporate structure and supply chain matters to labor and employment issues. Drawing on a wealth of institutional knowledge, Dinsmore attorneys have provided the targeted counsel and insight Castellini has needed to continue to grow and evolve over the years.
Castellini’s success has been fueled by their motto of “One Source,” as they have become a one-stop-shop for their customers’ complete produce needs. Similarly, Dinsmore has become Castellini’s one source legal adviser and collectively we’ve been able to share success.
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