Real Estate

Experience

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.

Property Acquisition and Construction Projects

Represented a national financial institution in the multiple transactions, including over $9.2 million in acquisitions and $5.3 million in construction projects for projects located throughout Ohio, including in Reynoldsburg, West Chester, Canton, Evendale, Grove City and Upper Arlington.

Sale of Real Estate

Represented client in connection with its sale of a Starbucks location in Florida. Our client owned real estate, of which we helped negotiate and facilitate the sale of to a buyer for approximately $1.4 million.

Dispute Involving Contractual Issues Between Business Partner and Guarantor

In this case we defended a national real estate management company and certain partnerships that were sued in Kentucky regarding contractual issues by a business partner and guarantor. There was already similar litigation pending on similar issues in California. This case was essentially a “race to the courthouse” to determine which state would adjudicate the legal issues. After substantial motion practice, the Court granted our request to abstain from adjudicating the Kentucky case in order to let the California litigation proceed. The California litigation was subsequently settled.

Nursing Home Sale

Represented Samaritan Health Partners in the sale of a $14,500,000 skilled nursing facility located in Dayton, Ohio

Nationwide Arena Ownership, Use and Management

We served as counsel to the Franklin County Convention Facilities Authority in a transaction by which the Authority became the owner of Nationwide Arena with financing provided by the City of Columbus, Franklin County, State of Ohio and Nationwide Insurance based on casino tax revenue.

We were intimately involved in all aspects of the transaction and took primary responsibility for drafting and negotiating the $42.5 million purchase agreement providing for the sale and restructuring of the existing arena ownership. Further, we negotiated and prepared the other major agreements between the Blue Jackets, Nationwide and OSU that provided, amongst other items (i) the team’s continued use of the arena as its “home ice” through 2039, and (ii) the shared management and allocation of expenses for the arena.

The transaction marked one of the largest ventures between the private and public sectors in recent history in Central Ohio and made a significant statement within the Columbus community.

A Long History as Trusted Counsel

Client: The Procter & Gamble Company
Dinsmore has a long history as trusted legal counsel to P&G.

As one of the world’s largest and most trusted companies, Procter & Gamble has no shortage of legal needs. Whether seeking counsel on corporate strategy, navigating real estate transactions or protecting their shareholders’ assets, P&G relies on its legal counsel to keep its business running efficiently. That’s why, for nearly 100 years, the consumer products giant has turned to Dinsmore.

“Dinsmore knows our business and understands our culture,” said Debbie Majoras, Chief Legal Officer for P&G.  “They remain a trusted ally for us because they are committed to our goals, our company’s success and meeting our legal needs. They bring tremendous value, and we enjoy working with them.”

Dinsmore works closely with P&G’s in-house lawyers to provide an array of services, from advising on all manners of contracts and agreements to corporate and securities counseling to handling real estate matters throughout the country. Dinsmore has also represented P&G in a variety of litigation matters over many years, including handling sophisticated product liability, class action, intellectual property and other complex commercial matters.

“Dinsmore is efficient and responsive, and we can count on great partnership and top quality work when we come to them,” said Majoras. “We truly value the special relationship we have built with them."

Real Estate Tax Valuation Reduction

Represented the client in the filing of a Board of Revision complaint to contest the Hamilton County Auditor’s valuation of commercial real estate property and in a hearing held by the Board of Revision regarding such complaint; achieved a 92% reduction in the taxable value of the property.

Real Estate Tax Valuation Reduction

Represented the client in the filing of a Board of Revision complaint to contest the Preble County Auditor’s valuation of commercial real estate property originally valued at over $8 million and in a hearing held by the Board of Revision regarding such complaint; achieved a 73% reduction in the taxable value of the property.

Joint Venture

This transaction involved an investment in preferred stock, a joint venture formed for the purpose of expanding the Fazoli's brand into new U.S. markets, and an option to purchase the assets of the company.  Our experience negotiating joint ventures and other business acquisitions enabled our client to secure the capital necessary to further develop and expand the Fazoli's restaurant brand while maintaining effective managerial and operational control over the strategic direction and vision of the company's business concept.

Handled the complex financing of a $32 million multi-family project

We served as counsel to developer EAB DMM LLC, who was seeking permanent financing for the development of a 241-unit multifamily project valued at approximately $32 million. We advised the client at every step of the transaction, including securing a non-recourse real estate loan coupled with a mezzanine loan in the total loan amount of $27.2. Our role included not only handling the loan process, but also advising the client on numerous organizational changes that were necessary to meet the mezzanine loan requirements, including the creation of new companies and accounting for the organizational structure. We further handled title matters and issuance of title insurance for the project. Our efforts enabled the client to efficiently secure the permanent financing needed for the project.

Represented Design-builder in Construction of $200 Million Mixed Use Development

We represented a design-builder in negotiating and drafting construction and construction-related contracts for a new $200 million mixed use development in the City of Norwood that includes a parking garage, hotel, theater, and retail shops. The contracts were modified to include new construction reform provisions, which were being implemented during the negotiations phase.

Prepared construction contracts for a major national facilities expansion for a NYSE-traded company

Our client, a national retail services company, undertook a major national facilities expansion. Mr. Hahn prepared the construction contracts for the design professional and contractor, and tailored them to work for a national rollout of each retail location.

Prepared Construction Contracts for an Office Tower and Hotel Complex in Columbus

We represented a developer in the drafting of construction and design contracts for a high-rise office building, high-rise hotel and garage complex in downtown Columbus.

Acquisition of 400,000 Square Foot Lifestyle Center in South Florida

A nationally recognized lifestyle developer turned to Dinsmore when it sought to purchase a 400,000-square foot lifestyle center in South Florida near the I-75 corridor just southwest of Fort Lauderdale. An affiliate of Duke Realty was seeking to divest itself of retail holdings as part of its asset allocation strategy. Serving as buyer’s counsel, we first structured a joint venture on behalf of our long-time client, Jeffrey R. Anderson Real Estate, which together with a Heitman real estate entity, served as the buyer of the center, known as the Shops at Pembroke Gardens. Next, on behalf of the joint venture purchaser, we handled the real estate components including managing the due diligence and the closing of the transaction, as well as negotiating and drafting the purchase contract, various ECR and escrow agreements. Years earlier, Dinsmore had been responsible for the initial lease-up of the center and successfully negotiated leases with a variety of desirable lifestyle tenants, such as Sur La Table, White House/Black Market, Ann Taylor, Talbots, bebe, Z Gallerie, Chicos, BCBG, Barnes & Noble, Sephora, DSW, Victoria’s Secret, and Brio and Brimstone restaurants. Our extensive experience in serving as project counsel for lifestyle and shopping center projects throughout the country ensured that the buyer was able to proceed in an efficient and timely manner, thereby ensuring the achievement of its transactional objectives.

Development of New LaRosa’s Restaurant

Served as project counsel for the development of a new freestanding LaRosa’s restaurant in Cold Spring, Kentucky. Representation included coordinating due diligence, closing on property acquisition and negotiating easement and development agreements.

Development of Medical Office Clinic

Served as project counsel to a group of physicians for the development of medical office clinic locations for a national dialysis services provider. Representation included structuring and closing on property acquisitions, coordinating due diligence, negotiating development and construction agreements, obtaining governmental approvals and leasing out the completed facility in accordance with Stark Law and HIPAA requirements.

Development of Medical Office Clinic

Served as project counsel to a design builder for the development of a medical office clinic location for a national dialysis services provider. Representation included structuring and closing on property acquisition, coordinating due diligence, negotiating development and construction agreements, obtaining governmental approvals and leasing out the completed facility in accordance with Stark Law and HIPAA requirements. Also negotiated and closed on a sale of the project following the completion of construction and lease commencement.

Representation of Large Private Property Management Company

Seth Schwartz represents a large private property management company in a variety of matters including drafting contracts, litigation, alleged construction defect cases and alleged tort cases.

Industrial Leasing

Represented Fortune 100 company in the site selection, due diligence and leasing of a 175,000 square foot regional manufacturing, warehouse and distribution center.

Commercial Real Estate Office Leasing

Representation of a Fortune 500 insurance company in its North American office leasing matters. Representative transactions range from single office suites to build-to-suit, 100,000+ square foot regional office headquarters locations.

The Banks Project

Served as owner’s counsel to Nicol Investment Company on The Banks project on the downtown Cincinnati riverfront. Representation involves leasing and development matters with national and regional tenants, including first-to-market occupants, as well as the completion of one of the first vertical subdivisions in Hamilton County, Ohio, which distinguished as separate tax parcels the upper floor luxury apartments from the street level retail businesses.

Leasing and Sale of Retail Shopping Center

Represented the owners of Tri-County Towne Center in the lease out and sale of the 200,000+ square foot, $24.3 million retail shopping center. Representation included the drafting and negotiation of reciprocal easement agreements involving access, parking and utilities rights, maintenance obligations and building limitations between the shopping center and separately-owned outparcels.

Expansion and Development of Local Brewery

Served as project counsel to MadTree Brewing, LLC for the development of an $18 million production brewery, tap room and event center that will allow for the expansion of its annual brewing capacity from 25,000 barrels to 180,000 barrels. Representation included coordinating due diligence, closing on property acquisition and negotiating development agreements.

Development of Non-Profit Community Health Center

Served as project counsel to a non-profit health care provider for the development of its new $5.25 million community health center located in the West End of Cincinnati. Representation included securing federal grants and community development financing to facilitate the project, site selection services to ensure compliance with federal grant requirements, coordinating due diligence, title services to clear over $150,000 in liens from the property, negotiation with the City of Cincinnati to obtain a release of over $250,000 in additional liens burdening the property, structuring and closing on property acquisitions, negotiating construction contracts, obtaining governmental approvals, leasing out portions of the completed facility in accordance with Stark Law and HIPAA requirements and obtaining real estate tax exemption for the completed project.

Governmental Incentives

Dinsmore and Shohl represented national healthcare provider in obtaining Ohio tax credits to develop client’s facility for diagnostic healthcare services

Zoning

Dinsmore & Shohl represented Rookwood Partners in obtaining PUD approval for 12 acre mixed use project in the City of Norwood, Ohio.

Leasing and Sale of Shopping Center

Dinsmore & Shohl represented Jeffrey R. Anderson Real Estate, Inc. with respect to the acquisition, development, zoning, leasing, financing and sale of Rookwood Commons Shopping Center, in the City of Norwood, Ohio.

Zoning, Leasing, Financing and Sale of Office Building

Dinsmore & Shohl represented Jeffrey R. Anderson Real Estate, Inc. with respect to the acquisition, development, zoning, leasing, financing and sale of Rookwood Tower in the City of Norwood, Ohio.

Development, Leasing and Sale of Shopping Center

Dinsmore & Shohl represented Jeffrey R. Anderson Real Estate, Inc. in the development, leasing and sale of Alexandria Village Green Shopping Center in the City of Alexandria, Kentucky.