Real Estate

Experience

Project Counsel for a Plumbing and Water Cleanup Service

Client: Roto-Rooter

We are serving as project counsel for a plumbing and water cleanup service in the rollout of its prototype for a new service facility. Our responsibilities include negotiating and preparing the purchase agreement, and negotiating utility service agreements, obtaining zoning and related land use approvals, closing the transaction and ensuring the project remained on schedule to meet our client’s objectives. Recently completed projects are located in Dayton, Ohio and Indianapolis, Indiana.

Project Counsel to a Global High-Tech Manufacturer

Client: LAM/SILFEX

We served as project counsel to a global high-tech manufacturing company with respect to its acquisition and renovation of an existing industrial facility in Springfield, Ohio. Representation included negotiating an access agreement to facilitate a due diligence pre-start, negotiating a purchase agreement, performing due diligence activities, including zoning analysis, facilitating the procurement of state and local economic incentives, resolving title issues, closing the property acquisition, and post-closing advising the client as to annexation and rezoning of adjacent, undeveloped land.

Representation of A Prominent Real Estate Developer in Multiple Lifestyle and Mixed Use Projects

We have represented Jeffrey R. Anderson Real Estate, Inc. in a wide variety of projects, serving as project counsel with respect to more than $500 million worth of real estate projects, comprised of retail, restaurant, office, hotel and apartment uses. We have advised the client on land use and entitlements for projects throughout the country, worked to secure financing and create ownership structures, counseled on all facets of development and construction, handled leasing for all varieties of retail and office centers, and handled the sale of centers upon the client’s request. Along the way, we have worked with numerous governmental entities to resolve infrastructure issues vital to our client’s projects, such as zoning, access and utilities. Among the projects we have worked on include Rookwood Commons in Ohio, where Brownfield sites were redeveloped, and we facilitated the issuance of a Covenant Not to Sue from the Ohio EPA. Overall, we have worked with the client on projects in Illinois, Kentucky, Michigan, Minnesota, Ohio, Florida, South Carolina and Pennsylvania.

Lead Counsel on a $250 Million Lease Transaction for a Renewable Energy Facility

We served as lead attorney on a $250 million lease transaction for the construction and operation of a biomass power generation facility in Georgia. The facility will supply the region with renewable energy and steam.

Lead Attorney for Multiple $100 Million Build-To-Suit Leases

We were lead attorney on five build-to-suit leases spread across the United States for projects valued at $100 million each in furtherance of a nationwide plant consolidation of a large international consumer products company.

Obtained a $1 Million-Plus Settlement for Our Client

We obtained a settlement in excess of $1 million for our client in a large, complex action against a public owner for concurrent delay, interference, changed conditions, unenforceable liquidated damages and breach of contract in relation to the construction of a waste water treatment facility. The case involved significant understanding of the project’s technical components, exchange of documents, multiple experts and culminated in a day-long mediation.

Negotiate Leases and Provisions for Beer, Wine and Spirit Clients

Client: Various clients

We represent a growing number of tenants in the beer, wine and spirits industry and negotiate on behalf of such industry tenants for critical industry-related provisions in leases of all sizes and with landlords.

Counseled Client Through a Large Real Estate and Construction Project

We represented a client in the acquisition of 450-plus acres of real estate in Martinsburg, W.V. and the construction of a $500-plus million multi-category manufacturing facility. The project is the largest economic development project in the state’s history.  

Counseled a Private Equity Fund in the Acquisition of an Industrial Property Portfolio

Client: Raith Partners

We represented a New York-based private equity fund in acquiring an industrial property portfolio comprised of fee simple and ground lease interests in the greater Akron, Ohio market. We were responsible for negotiating a purchase agreement, performing due diligence activities, including analysis of significant zoning concerns, obtaining tenant estoppels, assisting with the structure and commitment of the acquisition financing, including negotiation of all related loan and security documents, as well as ground lease, non-disturbance agreements.

Provided Counsel to Clients Operating Airbnb Units in Louisville

We worked with a firm client, who operates several short term rental units in the Louisville Metro area, to ensure newly enacted local regulations on short-term rentals enabling the business to continue. Our work also ensured other owners in the city had a process to seek approval for short-term rental units.

Conducted Conservation Easement Law Research

We were involved significantly in conservation easement law research, analysis and summation, specifically regarding the highly debated area of amendments to conservation easements. We were also involved in the petition and negotiation for amendments to an existing conservation easement encompassing 1000+ acres of land in Montana and in the process of the creation of two new conservation easements comprised of more than 630 acres of land.

Counseled Client During a Building Acquisition

We were counsel on the acquisition of an $8.5 million office building in Dayton, Ohio for a rapidly growing, privately-owned company that provides services across the United States.

Represented a Consumer Products Company in the Sale of 121 Acres

We represented a large consumer products company in the sale and leaseback of approximately 121 acres of real estate in the greater Cincinnati area. This included the preparation and negotiation of a complex separation plan and agreement involving various shared utilities and facilities.

Represented a Private Equity Firm Investing $90 Million in a Mining Operation

We represented a private equity firm that invests in energy infrastructure during its $90 million convertible preferred equity investment in Ramaco Development, LLC, which funded improvements to and mining of Ramaco’s metallurgical coal mining properties in southern West Virginia. Our counsel included deal structure assistance, preparation and negotiation of investment agreement and ancillary documents, and real state/mineral title and regulatory/permitting diligence.

Represented an Energy Company During a $114 Million Acquisition

Counsel to an energy industry-focused private equity firm in connection with its approximately $114-million acquisition of assets associated with a large metallurgical coal mining operation in southern West Virginia. Our services included deal structure assistance; preparation and negotiation of APA and ancillary conveyance and assignment instruments; real estate/mineral title and regulatory/permitting diligence; and coordination of post-closing permit transfers.

Acquisition of surface mine, deep mine, coal reserves, coal leases and mining permits

We served as deal counsel for a coal producing company in its acquisition of a deep mine and substantial coal reserves, together with a surface mine, coal and surface leases, and mining permits, for a total value of approximately $25 million. The transaction included a unique financing structure involving the acquisition of certain reserves and a leasing arrangement with third party landholding companies, as well as important labor considerations resulting from certain obligations of the Seller to the UMWA. We helped negotiate and drafted all of the documents necessary to facilitate the deal, and handled all aspects of the due diligence review including labor issues. We counseled the client through the successful closing and execution of the purchase, which will allow the client to expand its mining operations in the Appalachian coal fields.

Led Zoning Approval for Driving Range/Restaurant Concept

We led the high profile development approval effort for a large driving range/entertainment venue located at a regional mall adjacent to a suburban neighborhood. Our efforts included working with a public relations firm to galvanize support for the project. We managed a successful planning approval effort to overcome significant opposition from nearby property owners, which included organizing expert testimony and conducting coordinated public engagement efforts to address areas of public concern. 

Counsel Client in Fee to Trust Application under the HEARTH ACT

We worked extensively on document origination and preparation for Tribal Trust Land leasing matters in Michigan. These included Tribal code review and analysis, ground lease drafting and negotiation, preparation of a retail sublease template, HEARTH ACT research and analysis, and inclusion of related provisions in leasing documents. We also created necessary development and documents to facilitate land and planning components.

Drafted Documents in Preparation for a Landlord’s Renovation

We drafted multiple leases, licenses and service agreements for the owner/landlord of a mixed-use building in the process of significant renovation.

Negotiated Lease Between Municipal Convention Center and Men’s Division 1 College Basketball Team (including media rights and naming rights)

We represented the owner of a municipal arena/convention center complex in negotiations for a 15-year lease of the arena to a major college men’s basketball team.   

Represented a Lessor in Commercial Lease Transactions

Client: Rosenstein Development

We represented Rosenstein Development (as Owner/Lessor) in several commercial lease transactions, including those with Walgreen’s, Rally’s, Jason’s Deli and Sears. 

Represented the Lessee/Purchaser In Negotiations Over a Manufacturing Site

We represented the lessee in the negotiations of the lease of a 15-acre manufacturing site in Kentucky, and then represented that client through the closing when it exercised its option to purchase the property.

Project Counsel for Multi-Use Development Site

Client: Riverport Landings

We served as project counsel for a large mixed use development that included commercial space, a public park, and more than 400 units of affordable housing for children aging out of foster care, single-parent college students, families, and senior citizens. Working with two firm clients, LDG Development, LLC and the Marian Group, we obtained expedited rezoning of the site and negotiated a development agreement with Louisville Metro for the contribution of city and state funds to aid in the creation of the affordable housing units. We also helped structure and close on the financing needed for the overall development.

Counseled a Rehabilitation Service During Lease Negotiations

Client: Southeast Kentucky Rehabilitation Industries, Inc.

We represented Southeast Kentucky Rehabilitation Industries, Inc. (as Lessee) in the negotiations of a lease to a warehouse/manufacturing facility in Pineville, Kentucky. 

Represented the Design Builder of a Medical Office Clinic

Served as project counsel to a design-builder for the development of a medical office clinic location for The Mayfield Clinic in Green Township, Ohio.  Representation included performing due diligence activities, evaluating and resolving title issues, obtaining title insurance through Mercantile Title Agency (Dinsmore’s wholly owned title agency), structuring and closing on the property acquisition, negotiating cross access and utility easement agreements, negotiating a build to suit lease agreement, negotiating construction financing and obtaining governmental approvals.

Project Counsel During Re-purposing of Elementary School

Client: Parkland Scholar House

We served as land use counsel for the Family Scholar House project that adaptively reused the historic Parkland Elementary School, turning it into housing with community facilities for single-parent college students. We worked with Marian Development Group and Louisville Metro to expedite the rezoning process, reducing the review process to less than 100 days from filing to signed ordinance.

Acquisition, Leasing, Financing and Development of Shopping Center

Dinsmore & Shohl represented Jeffrey R. Anderson Real Estate, Inc. with respect to the acquisition, development, leasing and financing of The Shops at Pembroke Gardens, in Broward County, Florida.

Development Counsel for Regional Bus/Coach Company

We served as development counsel to a regional bus/coach company working to obtain rezoning and entitlements needed to relocate an expanded headquarters and dispatch facility. The new location was directly adjacent to a neighborhood, necessitating a protracted negotiation of buffering standards and site design.