Transactional Background
Below are some representative transactions.
- Senior Advisor and exclusive business negotiator for Phylogy in its 2011 sale of certain assets to Actelis
- Senior Advisor to Within3 on its 2008 acquisition of S.M.A.R.T. Link Medical
- Senior Business Advisor to Cohesant (COHY) on the 2011 sale of CuraFlo
- Senior Business Advisor to Cohesant (COHY) on its 2011 recapitalization via reverse and forward stock splits
- Represented Olympic Steel (ZEUS:NASDAQ) in all acquisitions for more than 25 years, including (1) Viking Steel, (2) Berger Industries, (3) Eastern Steel, (4) Juster Steel, (5) Southeastern Metal, (6) Lafayette Steel, and (7) Tinsley Group–PS&W, Inc.
- Represented Mr. Gasket Company (NASDAQ) in 16 automotive aftermarket acquisitions: (1) Eagle Headers, (2) Hurst Performance, (3) TruSpoke, (4) Cal Custom, (5) Hollywood Accessories, (6) Cyclone Industries, (7) Mitchell Arms of California, (8) Creative Metal, (9) Industrial Metal Polishing, (10) Rough Country, (11) DZ Manufacturing, (12) Interpart Corporation, (13) American Exhaust, (14) Cragar Industries, (15) Weldwheels, and (16) Pro-Trac
- Represented Quinault Holdings (Paul Gierosky) in 14 M+A transactions: (1) acquisition of retailer Craft‑n-Flower, and (2) acquisition of 6 manufacturers: (i) Wolverine Die Cast, (ii) Lucas Machine, (iii) Natco/Carleton, (iv) Monarch Lathes, (v) Challenge, and (vi) Oloffson, and (3) the subsequent sale of them.
- 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 $48,000,000 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 $50,000,000 sale of Roth Bros. to First Energy (FE:NYSE)
- Numerous sales on behalf of private businesses:
- $100 MM + sale to Fellowes Mfg
- $100 MM + recapitalization with Palladium
- Recapitalization of Dots, Inc. with William Blair
- Recapitalization of telecom service supplier with Willis Stein & Partners
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- Senior Business Advisor to Phylogy for its Series A, Series B, and Series C Preferred Stock
- Senior Business Advisor to Within3 on its acquisition of S.M.A.R.T. Link Medical
- Senior Advisor to Justin.tv for its Series A Preferred Stock
- Senior Business Advisor to Within3 on its Series B and Series C 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
- 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 own offerings of its Series A, B, C, and D Preferred Stock
- 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 private equity fund) in connection with portfolio investment transactions, including Imalux, Simbionix, TelSource, Unitask, and Secure Interiors
- Primus Capital (a venture capital 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 formation, 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)
- Homeplace (Series A, B, and C Preferred Stock, merger, and $40MM Subordinated Debt)
- Structured 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
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- 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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- Senior Advisor to Olympic Steel (ZEUS:NASDAQ); 2007-2010
- 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)
- 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)
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- Lead negotiator for the City of Cleveland in connection with its 1,000,000 square foot proposed Convention Center and 2,400 unit residential development of Scranton Peninsula
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- Founding lawyer for Legacy Capital Partners (real estate capital fund)
- Advisor to the Parking Real Estate Fund
- Represented issuers and placement agents in numerous private real estate syndications, foreign offerings, and joint ventures for shopping centers, hotels, land development, tax shelters, apartments, and office buildings
- Negotiated and structured joint ventures and recapitalizations for Zaremba Corporation with national banks and major insurance companies
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