Transactions

Below are some representative transactions.

Venture Capital and Private Equity Investments

  • Senior Advisor to LoungeBuddy for its Convertible note and Series Seed Preferred Stock offerings
  • Senior Business Advisor to CardinalCommerce for its $15MM Series D Preferred Stock to Primus Capital
  • General Counsel for OfficeMax (Series A, B, C, and D) Preferred Stock and merger with Office World
  • Developed template venture capital investment documents for OffRoad Capital (the first online private equity investment bank) including preferred stock, convertible equities, and subordinated debt with warrants, as well as structuring and negotiating OffRoad’s offerings of its own Series A, B, C, and D Preferred Stock
  • Senior Business Advisor to Phylogy for its Series A, B, and C Preferred Stock
  • Senior Business Advisor to Within3 on its acquisition of S.M.A.R.T. Link Medical
  • Business negotiator for convertible noteholders in Series D Preferred Stock for Decision Sciences
  • Senior Advisor to Justin.tv (AKA Twitch) for its Series A Preferred Stock
  • Senior Business Advisor to Within3 on its Recapitalization and Series B, C, and D Preferred Stock Offerings
  • Senior Advisor to Phylogy on guaranteed debt placement and bridge financings
  • CardinalCommerce (Series A, B, and C) Convertible Preferred Stock and Warrants
  • OffRoad Capital (placement agent) for Electro-Optical Sciences (EOS) Series B Convertible Preferred Stock, and PlexusNet Broadcasting Corp (PBNC) Series B Redeemable Preferred Stock
  • Represented Tinicum Capital Partners II, L.P. in private equity purchase of stock by Tinicum and OakTree Capital in LBI Broadcasting ($155MM)
  • Early Stage Partners (a venture capital fund) in connection with portfolio investment transactions, including:
    • Imalux,
    • Simbionix,
    • TelSource,
    • Unitask, and
    • Secure Interiors
  • Primus Capital (a private equity fund) investments, including:
    • Communications Buying Group,
    • NextMed,
    • Realogic,
    • American Augers, and
    • Medhost.
  • Beta Advisors (Dr. Mitchell Blutt) – public and private investments
  • Venture capital investments for Joel Hyatt (founder of Hyatt Legal Services and co-founder of Current TV)
  • Fund formations, including:
    • C&T Access Venture Fund,
    • Waterford Multiple Advisor Fund,
    • Mutual Capital Partners,
    • Dotcommery,
    • Legacy Capital Fund, and
    • Zaremba Waterfront Properties
  • Represented Ohio PERS in its investment in Primus Capital
  • Represented Bob Hurwitz (founder of OfficeMax) in structuring venture capital and private equity transactions and in the Office Max IPO
  • Represented Symark and Bill Sanford (founder of STERIS Corporation) in venture capital and private equity transactions
  • Represented Noah Partners and Wayland Russell (co-founder of Rainbow Rentals) in venture capital and private equity transactions
  • Counsel for investment bank Prescott Ball & Turben (hotel and shopping center private placements)
  • Counsel for A.I. Ware for investment by B.F. Goodrich
  • Homeplace (Series A, B, and C) Preferred Stock, merger into Waccamaw, and $40MM Subordinated Debt
  • Represented SignCast in investment by HBO
  • Structured numerous early-stage and later round bridge financings for institutional investors, family offices, and high net worth investors, as well as for Fund portfolio companies such as:
    • Nanoscale,
    • Cleveland Nano Crystals, and
    • Liquid Resources
  • Netpulse Communications for its Series A Preferred Stock

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Acquisitions, Sales, and Recapitalizations

  • Exclusive business negotiator for CadenceCounsel in its sale to Lateral Link
  • Senior Advisor and exclusive business negotiator for Phylogy in its sale to Actelis
  • Senior Advisor to Within3 on its acquisition of S.M.A.R.T. Link Medical
  • Senior Business Advisor to Cohesant (COHY) on the sale of CuraFlo
  • Senior Business Advisor to Cohesant (COHY) on its recapitalization via reverse and forward stock splits
  • Represented Olympic Steel (ZEUS:NASDAQ) in all acquisitions/dispositions/joint ventures for 25+ years, including:
    • Viking Steel,
    • Berger Industries,
    • Eastern Steel,
    • Juster Steel,
    • Southeastern Metal,
    • Lafayette Steel,
    • Tinsley Group–PS&W,
    • Atlas Steel joint venture,
    • Mexican joint venture,
    • Israeli joint venture, and
    • Sale of tubing division
  • Represented Mr. Gasket Company (MRGC:NASDAQ) in 16 automotive aftermarket acquisitions:
    • Eagle Headers,
    • Hurst Performance,
    • TruSpoke,
    • Cal Custom,
    • Hollywood Accessories,
    • Cyclone Industries,
    • Mitchell Arms of California,
    • Creative Metal,
    • Industrial Metal Polishing,
    • Rough Country,
    • DZ Manufacturing,
    • Interpart,
    • American Exhaust,
    • Cragar Industries,
    • Weldwheels, and
    • Pro-Trac
  • Represented Quinault Holdings (Paul Gierosky) in 14 M+A transactions:
    • acquisition of retailer Craft‑n-Flower,
    • acquisition (and subsequent disposition) of 6 manufacturers:
        Wolverine Die Cast,
      • Lucas Machine,
        Natco/Carleton,
        Monarch Lathes,
        Challenge, and
        Oloffson
  • Buyer’s counsel for OfficeMax which acquired Office World via merger
  • Buyer’s counsel for Midland Food Services acquisition of 15 Pizza Huts
  • Purchase (and subsequent sale) of Jeffrey Mining by Jeffrey Mining Products L.P.
  • Represented Sudbury (SUDB:NASDAQ) as Chapter 11 Special Counsel, selling 8 subsidiaries
  • Sale via merger of Royal Appliance (RAM:NYSE) to Techtronic Industries (TTI-Hong Kong) ($105MM)
  • Rainbow Rentals (RBOW:NASDAQ) sale via merger to Rent-a-Center (RCII: NASDAQ) ($100MM)
  • Sale via tender offer of Odd Job Stores (ODDJ: NASDAQ) to Amazing Savings Holding ($25MM)
  • Sale of the wholesale division of Odd Job Stores to a related party ($25MM)
  • Negotiated and structured $48MM sale of CBG Communications to
    ICG Telecommunications (ICGX:NASDAQ)
  • Buyer’s counsel for Cohesant Technology (COHY:NASDAQ) in cross-border acquisition of CuraFlo
  • Seller’s counsel for A.I. Ware (artificial intelligence) in its acquisition by Computer Associates (CA:NYSE)
  • Negotiated $50MM sale of Roth Bros. to First Energy (FE:NYSE)
  • Numerous sales on behalf of private businesses:
    • $100 MM + sale to Fellowes Mfg
    • $225 MM + recapitalization with Palladium
  • Recapitalization (internal) of Whole Health Management
  • Recapitalization of Dots with William Blair
  • Recapitalization of telecom service supplier with Willis Stein & Partners
  • Buyer’s counsel for Nesco acquisition of Teledyne division
  • Counsel for Southgate Medical in sale to Corning Glass

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Public Offerings

  • Company or underwriter counsel for initial public offerings including:
    • Olympic Steel
    • Rainbow Rentals
    • Royal Appliance
    • Mazel Stores
    • Mr. Gasket Company
  • Company counsel on public secondary offerings, including Olympic Steel

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Corporate Governance for Public Companies

  • Senior Advisor to Olympic Steel (ZEUS:NASDAQ); 2007-2010 and legal counsel from 1980-2006
  • Represented management of Cedar Fair (FUN:NYSE) in connection with Board of Directors’ “recomposition” and related shareholder issues
  • Lead negotiator in formation of voting trust and negotiation, resignation, and replacement of the Chairman of the Board of Directors of HMI Industries (HMII:OB:OTC)
  • Advised Board of Directors of Rainbow Rentals on its sale to Rent-a-Centers (RBOW:NASDAQ)
  • Advised Board of Directors of Royal Appliance on its sale to Techtronic Industries (TTI-Hong Kong) (RAM:NYSE)
  • Advised Board of Directors of Odd Job Stores (ODDJ:NASDAQ) in connection with its sale to Amazing Savings Holding
  • Structured NatCity Investments fairness opinion in the merger of Argo-Tech (AT Holdings)
  • Analyzed potential “going private” or SEC delisting for public companies, including the delisting of HMI Industries (HMII:OB:OTC)
  • Counseled numerous public companies about ongoing governance matters (including Sarbanes-Oxley compliance)

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Municipal Representation

  • Lead negotiator for the City of Cleveland in connection with its $400MM, 1,000,000 square foot proposed Convention Center and 2,400 unit residential development of Scranton Peninsula

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Real Estate Securities and Finance

  • Represented issuers and placement agents in numerous private real estate syndications, offshore offerings, industrial revenue bonds, loans, and joint ventures for shopping centers, hotels, land development, tax shelters, apartments, and office buildings
  • Negotiated and structured dozens of joint ventures, financings, and recapitalizations for Zaremba Corporation with national banks and major insurance companies
  • Founding lawyer for Legacy Capital Partners (real estate capital fund)

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