Deals

M&A Deals, Change of Control, and Equity Recapitalizations

Co-Founder, Director, and Strategic Planning Committee of Within3 (digital communication and collaboration platform for life science industry) in its equity recapitalization with Insight Partners and Silversmith

Senior Strategic Advisor of (and investor in) leading travel app LoungeBuddy in its sale to American Express (AXP: NYSE)

Director, Chair of Strategic Planning Committee, and investor for online authentication technology pioneer CardinalCommerce in its sale to Visa (V:NYSE)

Senior Advisor and exclusive business negotiator for Phylogy (telecom technology) in its sale to Actelis Networks

As Principal and Seller’s counsel negotiated and structured sale of CBG Communications Buying Group (telecom reseller) to ICG Telecommunications (ICGX:Nasdaq)

Director, Principal, and Buyer’s counsel for Cohesant Technology (COHY:Nasdaq) in cross-border acquisition of CuraFlo

 

Co-Founder, Director, and sole business negotiator for Within3 in its patent sale to Acacia Research (ACTG:Nasdaq), and subsequent formation of Regatta LLC and dividend spinout of contingent patent payments

Co-Founder and Chairman of Cadence Counsel (variable lawyers for top-tier law firms) in its sale to Lateral Link

Buyer’s counsel, and Secretary of the Board, and investor for national office supply superstore OfficeMax (OMX:Nasdaq) in its acquisition of Office World

Special Chapter 11 Counsel to Sudbury (SUDB:Nasdaq) in selling eight independent operating subsidiaries to eight different buyers

Outside General Counsel and Transaction Counsel in the sale of the manufacturer of Dirt Devil vacuum cleaners, Royal Appliance (RAM:NYSE), to Techtronic Industries (TTI-Hong Kong)

 

Counsel for Alpha Enterprises in equity recapitalization with Palladium Equity Partners

Outside General Counsel and Transaction Counsel for national women’s wear retailer Dots in its equity recapitalization with William Blair

Transaction counsel for Lisn (a telecom service supplier) in its equity recapitalization with Willis Stein & Partners

Underground Technologies counsel in its equity recapitalization with Primus Ventures

 

Outside General Counsel and Transaction Counsel for Professional Housewares Distributor in its equity recapitalization with Bank One

Transaction Counsel and investor in Monarch Lathes redemptions of minority interests

Seller’s counsel for A.I. Ware (artificial intelligence) in its acquisition by Computer Associates (CA:NYSE)

Represented Roth Bros. (HVAC service and manufacturer) in its sale to First Energy (FE:NYSE)

Seller’s counsel for US Endoscopy (medical device manufacturer) to Johnson and Johnson (NYSE:JNJ)

Transaction counsel for Cleveland Mobile Cellular Telephone in its merger into Cellular Communications (CCI:Nasdaq)

Transaction counsel for University Hospitals of Cleveland in its acquisitions of physicians’ groups and hospitals

 

Outside General Counsel, Transaction Counsel, and Corporate Secretary of the Board for leading national metals service centers Olympic Steel (ZEUS:Nasdaq) in all of its eight acquisitions and dispositions for 25+ years, including:

Purchase of Berger Industries, Purchase of Eastern Steel, Purchase of Juster Steel, Purchase of Lafayette Steel, Purchase of Southeastern Metal,

Purchase of Tinsley Group–PS&W (structured, documented, and signed in 8 days from start of negotiations), Purchase of Viking Steel, and Sale of tubing division.

as well as Olympic Steel’s three joint ventures:

• • • Joint Venture with Atlas Steel,
    • Joint Venture in Israel, and
    • Joint Venture in Mexico.

 

Director, Outside General Counsel, and Transaction Counsel for Mr. Gasket Co. (MRGC:Nasdaq) in 17 automotive aftermarket acquisitions (prior to and after its IPO):

American Exhaust, Blackjack, Cal Custom, Cragar Industries, Creative Metal, Cyclone Industries, DZ Manufacturing,

Eagle Headers, Hawk, Hollywood Accessories, Hurst Performance, Industrial Metal Polishing, Interpart, Mitchell Arms of California,

Performance Lab Corporation, Pro-Trac, Rough Country, Seal-Tite, Thrush Performance, TruSpoke, and Weldwheels.

Represented Quinault Holdings (Founder, Paul Gierosky) in thirteen M+A transactions:

Acquisition/merger of retailer Craft n-Flower out of Chapter 11;

Acquisition and/or restructuring of manufacturing companies:

Challenge Industries, Highland Industries, Lucas Machine, Monarch Lathes from Monarch Machines (Nasdaq),

Natco/Carleton, Oloffson (8 days from Letter of Intent to Closing), and Wolverine Die Cast from Du-Wel Products.

Sale of five manufacturing companies:

Challenge Industries to AB Electrolux (ELUX-A.ST), Natco/Carleton, Merger of Oloffson into Lucas Machine,

Ricwil, and Wolverine Die Cast.

 

Outside General Counsel and Transaction Counsel for Rainbow Rentals (RBOW:Nasdaq) in its sale to Rent-A-Center (RCII: Nasdaq)

Outside General Counsel, Transaction Counsel, and Secretary of the Board for retailer Odd Job Stores (ODDJ: Nasdaq) in:

• • • its sale via tender offer to Amazing Saving Holdings, and
    • in the sale of its wholesale division to a related party.

Director, Principal, and Senior Business Advisor to Cohesant Technology (COHY:Nasdaq) in:

• • • the sale of CuraFlo, and
    • its recapitalization via reverse and forward stock splits.

Co-counsel for (and investor in) OfficeMax (OMX:Nasdaq) in its acquisition of Office Square from Builders Square

Counsel for Seller in sale of division of Alpha Enterprises to Fellowes Mfg. Co.

Buyer’s counsel for Midland Food Services’ (national food and beverage conglomerate) acquisition of:

• • • 15 Pizza Huts, and
    • 12 Pizza Huts.

 

Outside General Counsel and Transaction Counsel for national rent-to-own chain Rainbow Rentals (RBOW:Nasdaq) purchase of Prestige Rentals

Outside General Counsel and Transaction Counsel for Royal Appliance (RAM:Nasdaq) acquisitions of:

• • • Vax, and
    • PRATIKA.

Purchaser’s counsel for Jeffrey Mining Products in its acquisition of the Jeffrey Mining division from Indresco

Seller’s counsel for Jeffrey Mining Products in its sale to the Marmon Group

 

Counsel and Secretary of the Board for internal equity recapitalization of Whole Health Management (worksite employee health services)

Buyer’s counsel for Nesco acquisition of division from Teledyne Technologies (TDY:NYSE)

Transaction Counsel for minority shareholder in redemption by Matrix Cablevision

Counsel for Southgate Medical in its sale to Corning Glass (GLW:NYSE)

 

Co-Founder, Director and Senior Advisor of Within3 in its acquisition of S.M.A.R.T. Link Medical

Counsel for manufacturer Morsafe in its sale to Wilmor Industries

Seller’s Counsel for retailer House of Lights

Buyer’s Counsel for Cirrocumulus LLC asset purchase of Cumulus (memory module business)

Structured and negotiated equity recapitalization of Coral Company (real estate developer)

 

Counsel for Del Mintz in his attempted takeover of Lorain County Bank and related stock repurchase by bank

Buyer’s counsel for Del Mintz acquisition of Admiralty Bank

Buyer’s counsel for LionHeart Industries purchase of Quaker City Castings

Seller’s counsel for Oliver Steel Plate in its sale to A.M. Castle (CTAM:Nasdaq)

Buyer’s counsel for Brighton Hotel Corporation in its purchase of three Holiday Inns and related debt financings

 

Outside General Counsel and Transaction Counsel for American Augers in its sale to Astec Industries

Private Investor’s Counsel in purchase of B. Berger Co.

Counsel for medical simulator Simbionix in its equity reorganization

Transaction Counsel for MJM Industries (manufacturer of electrical connections) in its sale to private investor group

Buyer’s Counsel for Private Investors’ purchase of Pratt & Whitney and related equity offering

Counsel for Private Investor’s purchase of Whitlee Mobile Homes

Principal and Buyer’s Counsel in purchase of private paving company

Represented Private Investor in purchase of national media publication

Counsel for CLS, Inc. in its sale to Contact Lens Supply

 

Outside General Counsel and Transaction Counsel in redemption of minority stockholder interest by Rainbow Rentals (RBOW:Nasdaq)

Transaction Counsel for Private Investor purchase of Northeast Industries

Buyer’s Counsel for Private Investor purchase of Corporate Wings

Counsel for minority shareholder in redemption by Malrite Communications

General Counsel and Transaction Counsel for Professional Housewares Distributor in its redemption of a minority stockholder interest

 

Buyer’s Counsel in Private Investor’s purchase of Cleveland Black Oxide

Buyer’s Counsel in Private Investor’s purchase of L&N Music Corp.

Buyer’s Counsel for the acquisition of Enerco (infrared combustion technology)

Outside General Counsel and Transaction Counsel for Professional Housewares Distributor acquisition of New-Way Housewares

Company counsel for Monarch Lathes in its redemptions of minority stock

Buyer’s Counsel in Private Investor’s purchase of ABC Money Exchange

Buyer’s Counsel in Private Investor’s purchase of Furniture Assembly

 

Outside General Counsel, Transaction Counsel, and Secretary of the Board for HomePlace (national housewares superstores) in its redemption of a minority investor

Buyer’s Counsel for American Augers’ purchase of Augers Unlimited

Seller’s Transaction Counsel for the sale of Allen Sugar Company

General Counsel and Buyer’s Counsel for McDonald’s distributor Anderson DuBose in its purchase of City Beverage (Coors Distributorship/Oklahoma City)

General Counsel and Transaction Counsel for Jade Sterling Steel (steel service center) in its redemption of majority shareholder

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Venture Capital and Private Equity Investments

Co-Founder, Senior Advisor, and Director to Within3 on its equity and debt offerings, including:

Founder’s Common Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock and related equity recapitalization,

Subordinated Convertible Notes, Secured Debt with Warrants, and Unsecured Debt with Warrants.

Founding Senior Strategic Advisor to LoungeBuddy for its offerings of:

Founder’s Common Stock, Convertible Notes, Series Seed Preferred Stock,

Series A Preferred Stock, and Series A Preferred Stock Extension.

 

Chair of the Strategic Planning Committee and Director of CardinalCommerce for its debt and equity offerings:

Common Stock recapitalization, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,

Series D Preferred Stock sale to Primus Capital, Unsecured Notes, Convertible Notes, and Guaranteed Bridge Notes with Warrants.

Executive Vice President and/or Senior Strategic Advisor for Divergent Technologies on its debt and equity offerings, including:

Series A Preferred Stock, Series B Preferred Stock, Convertible Notes,

Secured Loans, and Unsecured Loans.

Founding Lawyer, Secretary of the Board, and outside General Counsel for OfficeMax (OMX:Nasdaq):

Founder’s Common Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock,

Series E Preferred Stock, Series F Preferred Stock, Series G Preferred Stock, and Series H Convertible Preferred Stock.

 

Senior Advisor to Twitch (fka Justin.tv) for its Series A Preferred Stock

As Outside General Counsel and Advisor, developed template venture capital investment documents for OffRoad Capital (the first online private equity investment bank) including preferred stock, convertible preferred stock, redeemable preferred stock, convertible debt, warrants, and subordinated debt with warrants.

Structured dozens of early-stage and later round bridge financings for institutional investors, family offices, and high net worth investors, as well as for Fund portfolio and operating companies as investor, Senior Advisor, counsel, and/or Director including OfficeMax, Within3, Primus Capital, LoungeBuddy, CardinalCommerce, Nanoscale, Phylogy, OffRoad Capital, SignCast, and Divergent Technologies.

Fund Formation Counsel for private equity, venture capital, and real estate funds, including:

C&T Access Venture Fund (Co-Founder and a Managing Partner), Dotcommery (Board of Advisors), Landau Commodities Partnership, Legacy Capital Fund I, Mutual Capital Partners I,

Parking Real Estate Fund, Shaker Trading, Waterford Multiple Advisor Fund, and Zaremba Waterfront Properties.

 

Company counsel for Royal Appliance Mfg. Co. (RAM:NYSE) in its private equity investment in Personal Robotics

Transaction counsel for Simbionix (training simulation programs):

Founder’s Common Stock, Series A Preferred Stock, Series B Preferred Stock,

Series C Convertible Preferred Stock, and Reorganization.

Director of Thuuz in structuring:

• • • Series B Preferred Stock extension, and
    • Shareholder Loans.

Represented Ohio PERS in its investment in Primus Capital I

Represented Ohio PERS, SERS, and State Teachers in their investments in Primus Capital II

 

Represented Bob Hurwitz (Founder of OfficeMax) in structuring venture capital and private equity transactions and in the Office Max IPO (OMX:Nasdaq)

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

Outside General Counsel, Transaction Counsel, and Secretary of the Board for OffRoad Capital (first online marketplace for private securities) in its own capital offerings:

Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock,

Series C Convertible Notes, Series D Preferred Stock, and Series E Preferred Stock.

Placement Agent counsel for OffRoad Capital in equity offerings of its clients:

• • • Electro-Optical Sciences Series B Convertible Preferred Stock, and
    • PlexusNet Broadcasting Corp. Series B Redeemable Preferred Stock.

 

Transaction Counsel for Early Stage Partners (an early stage venture capital fund) in connection with its portfolio debt, convertible debt, and equity investment transactions, including:

EasyNet, Imalux (optical coherence tomography medical equipment), Secure Interiors (internet security protection), Simbionix (training simulation programs),

Suppleye, Supplier Insight (supply chain platform), TelSource, and Unitask (enterprise technology).

Transaction counsel for Primus Capital Fund (a private equity fund) in its portfolio debt, convertible debt, and equity investments, including:

American Augers, Astro Metallurgical, Medhost,

NextMed, and Realogic (investment and subsequent sale).

Senior Business Advisor to Phylogy (telecom supplier) for its equity and debt offerings:

Series A Preferred, Series B Preferred, Series C Preferred,

Bridge financings, and Collateralized, secured debt.

Business negotiator for convertible noteholders in issuance of Series D Preferred Stock for Decision Sciences International (muon tomography-based security threat detection systems)

 

Transaction Counsel for Tinicum Capital Partners private equity investments in Preferred Stock and Senior Notes:

Adams Aircraft Series B Preferred Stock with Warrants, Series D Preferred Stock, Series E Preferred Stock,

LBI Broadcasting, MOP Limited Partnership, and Selkirk.

Transaction Counsel for Beta Advisors (Dr. Mitchell Blutt-Founder of Consonance Capital) in public and private investments

Transaction Counsel for venture capital investments for Joel Hyatt (Founder of Hyatt Legal Services, as well as Co-Founder of Globality as well as Current TV)

Counsel for A.I. Ware for investment by B.F. Goodrich

 

Founding Lawyer, Outside General Counsel, Transaction Counsel, and Secretary of the Board of Directors for national housewares superstores, HomePlace:

Founder Common Stock, 7% Cumulative Convertible Participating Series A Preferred Stock, Series B Preferred Stock,

Series C Preferred Stock, and Series D Preferred Stock.

Transaction Counsel and Advisor for Netpulse Communications (founded by Tom Proulx, Co-Founder of Intuit) for its Series D Preferred Stock

Outside General Counsel and Board of Advisors for investment by August Capital in Notiva (FKA, Planet AP)

Outside General Counsel for Signet Assurance in its equity reorganization and equity conversion

 

Outside General Counsel, Secretary of the Board, and Senior Advisor for PC on Call in its offerings of:

• • • Founder Common Equity,
    • Series A Convertible Preferred Equity,
    • Series B Preferred Equity sale to early stage venture fund, Rustic Canyon Partners, and
    • Series C Convertible Preferred Equity financing and recapitalization.

Outside General Counsel and Transaction Counsel for CLS, Inc. (online provider of contact lenses):

• • • Founder’s Common Stock, and
    • Series A Common Stock.

Co-Founder, Board of Advisors, and Transaction Counsel for Healthsync.com (internet healthcare insurance marketplace):

• • • Founder’s Stock,
    • Series A Preferred Stock, and
    • Secured Bridge Loan.

Transaction Counsel for RxAdvantage (provider of prescription drugs) in its Series A Preferred Stock offering

Transaction Counsel for Private Investor in its equity investment in Calcol

 

Communication Buying Group’s Transaction Counsel in Convertible Preferred Stock investment by Primus Capital

Transaction Counsel for Private Investor in Rexee’s Series A Preferred Stock

Outside Counsel, Transaction Counsel, and Advisor for Signcast (place-based media) in its:

Series A 6% Redeemable Preferred Stock, Series B 8% Redeemable Preferred Stock sale to HBO, Series C Convertible Preferred Stock,

Series D Preferred Stock, Series E Preferred Stock, Unsecured Loan, and Bridge Loan.

Transaction Counsel for AMCO/Pacific Entertainment Group in its investment in Class C Preferred Stock of IMS Sports

Transaction Counsel for retailer SkinClinic in its offering of:

Bridge Notes, Convertible Notes,

Series B Preferred Stock, and Series C Preferred Stock.

 

Business Advisor for Capstone Partners (placement agent and advisor to private equity funds) in redemption of minority interest

Transaction lawyer for Cleveland Nano Crystal in its:

• • • Founders’ Common Stock, and
    • Investment by Case Western Reserve University (CWRU).

Transaction Counsel for Unitask’s equity offerings:

• • • Convertible Bridge Notes, and
    • Series A Preferred Stock.

 

Co-Founder, Board of Advisors, and Secretary of the Board of Directors of CEO Online in its:

• • • Formation, and
    • Sales of Series A Preferred Stock to Ernst and Young.

Transaction Counsel for Liquid Resources (alternative energy ethanol manufacturer) in its Class B Preferred Stock offering

Counsel for MDG Medical equity investment by BioEnterprise as well as a Private Investor

Counsel for placement agent Friedman Billings in sale of Series A Preferred Stock for UltraScan

Outside General Counsel and Transaction Counsel for American Augers sale of Series A Preferred Stock to Primus Ventures

Transaction Counsel for DET Card in its equity offerings

Transaction Counsel for Private Investor’s purchase of equity interest in Waszily and Associates

Investor’s Counsel in Soignee’s issuance of Series A Preferred Stock

 

Counsel for Investment Bank McDonald & Co.’s securitized real estate syndications, as well as Gliatech private placement

Transaction Counsel for formation and equity investment in Nationwide Recycling

Investor and Transaction Counsel for BondCat and MCIC (mobile cat scanners and digital subtraction angiograms) in eight separate partnership offerings

Private Investor’s counsel for investments in MBS Net as well as Logical Medical Services

 

Executive Vice President and/or Senior Strategic Advisor for Divergent Technologies in its global strategic operating joint ventures and strategic partnerships

Outside General Counsel and Transaction Counsel for Mr. Gasket Co. (MRGC:Nasdaq) in its:

• • • licensing arrangement with Hitchiner, and
    • distribution arrangement with Aerofakoner B.V.

Outside General Counsel and Transaction Counsel for Anderson Du-Bose’s McDonald distribution joint venture in South Africa

Transaction Counsel for PeopleScape (on-line recruiting firm) in its:

• • • Bridge Loans, and
    • Series A Preferred Stock.

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Real Estate Partnerships, Joint Ventures, and Finance

Represented issuers and placement agents in numerous private real estate syndications of debt and equity, offshore offerings, industrial revenue bonds, loans, and joint ventures for shopping centers, hotels, land development, tax shelters, FmHA, apartments, office buildings, and oil and gas.

Founder, CEO, Director, and Transaction Counsel for Equity Realty Securities Co. (placement agent) in connection with tax shelter and real estate syndications, including:

Green Mountain (FmHA apartments), Scioto Village (FmHA apartments), Sistersville (FmHA apartments),

Sunny Hill (Sunnyvale Hilton hotel), and Wellston (FmHA apartments).

Counsel for investment bank Prescott Ball & Turben in hotel and shopping center equity private placements including:

LaPlacita Plaza (shopping plaza), McCandless, Nashville Sheraton,

Park Place, and Summit One (office buildings).

 

Lead business negotiator and counsel for the City of Cleveland in connection with 1,000,000 square foot proposed $400M Convention Center and 2,400-unit residential development and related bond financings.

A General Partner and Transaction Counsel for the Equity Investors Co. partnership in the development, purchase, and/or equity and debt financings of the following seventeen transactions:

National City Bank buildings in Cleveland, Ohio (450,000 sq. feet), 783 apartment units in six complexes in Tampa, Florida, five Hampton Inns, Canton Imperial House,

Cleveland Hilton South, Embassy Suite Hotel (Beachwood, Ohio), Shopping centers in Hammond Indiana; Jacksonville, Florida; Charlottesville, Virginia; and Harrisonburg, Virginia, Shaker Towne shopping center,

Gundersen office building, Cherry Hill Inn, Dayton Courthouse, Sacketts Harbor (FmHA apartments), Sheraton Hotels (Saginaw and Kalamazoo, Michigan), and Skylight Inn chain (six limited service hotels).

Principal and issuer’s counsel for Belden Development (shopping center) limited partnership offering

 

Issuer counsel for 18 limited partnership offerings, including:

Alzheimer’s Special Care Center, Calais Forest (apartments), Chauncey Village (221(d)(4) tax shelter), Custom House, Devonsheer,

Diversified Highlands, Engle Road II, Executive House, Flair Corporation, Foxhill, Georgetown of the Highlands, Mentor Associates,

Quarry Inn, Rocky River Hotel, Rolling Hills, Sedgewick Associates, South Shaker Manor, and Upper Darby Apartments.

Negotiated and structured dozens of operating and development joint ventures, equity and debt financings, and recapitalizations with money center banks, savings and loans, and major insurance companies as Outside General Counsel and Transaction Counsel for national real estate developer Zaremba Corporation:

Operating joint venture development and operating agreements with private investors, real estate operating partners, money center banks, insurance companies, and pension funds such as:

Bankers Life, Broadview Savings, Equibank,

Equitable Life Assurance, First Federal of Broward, and Glendale Federal Savings.

 

Equity, debt, and equity recapitalizations, buy-outs, and/or sales (40+) for shopping centers, office and industrial parks, residential condominiums, and land development such as:

Shopping Centers and Land Development Coconut Creek, Kendall Town and Center, Maitland Associates, Palmetto Square, Plantation Square, Port Everglades, South Dade Plaza (sale to JMB Realty), Sunset Associates, Turnberry Square, and Walsam (Orlando land development).

Office Buildings and Residential Condominiums Atrium, Cypress Creek, Florida Communities of Vero Beach, Lakes of Newport (office/industrial), Marsh Island, Pine Island, Sandpebble, Sea Oaks, Vero Beach Associates, and Woodhawk.

Buyer’s Counsel for ParWest acquisition of office building

Transaction Counsel for First Interstate’s equity offering in Hawthorne Shopping Center

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