Current Projects
Structured Financing
Investment Banking Counsel
Credit and Liquidity Transactions
Restructuring, Loan Modification, and Workout Transactions
Project-Based Litigation

Current Projects

Our attorneys are involved in a variety of ongoing projects, including several public-private partnership transactions, each presenting its own unique challenges in today’s uncertain development climate. The matters below are representative of our current project finance work:

Current service as project real estate counsel to Cuyahoga County, Ohio in the negotiation of all real estate documentation for a new $425,000,000 downtown Cleveland Convention Center/Medical Mart complex to be financed by a taxable IDB (industrial development bond) secured by the County's non-tax revenue pledge. The project is a complex public-private partnership arrangement among the County, the City of Cleveland and Merchandise Mart Properties, Inc.

Current service as counsel to PNC Securities, Inc. for the financing of a new 500-room headquarters hotel facility immediately adjacent to the Greater Columbus Convention Center site, to be financed with bonds secured by lodging taxes on the new hotel, a lease pledge of the County's credit and additional revenues. We have served as underwriter's counsel to the various underwriting teams that financed the Greater Columbus Convention Center, owned and operated by the Franklin County Convention Facilities Authority. Since 1990, we have assisted in marketing several series of bonds issued to finance the Greater Columbus Convention Center and its expansion. The bonds are secured by a joint (not several) lease-sublease of the project between the City of Columbus and County of Franklin, Ohio, and are backed by a county-wide lodging tax.

Structured Financing

Many structures can be utilized to finance public infrastructure affiliated with new development. We frequently negotiate cooperative arrangements among political subdivisions and public-private partnerships. Tax increment financings (TIFs) and similar vehicles are becoming more commonplace, as are more complex structures, including securitization of tax-exempt bonds and receivables, off-balance sheet leases, tax-advantaged leases, sale-leaseback transactions and special purpose debt (bonds, notes, COPs, etc.) issued by or on behalf of private companies performing services for states or local governments. The matters below are representative of our innovative approach to structured financing:

Lead counsel for Glimcher Realty Trust in the negotiation of all documentation for the acquisition and construction of a super-regional shopping center involving investments in excess of $350,000,000, including site purchase contracts, development agreements, off-site improvement agreements with public entities, debt financing documents, (including tax-exempt bonds backed by PILOTS, payments in lieu of taxes, and a special assessment), management and leasing agreements and equity joint venture agreements.

Underwriter’s counsel and special tax counsel relating to $99 million of sales tax revenue bonds, the proceeds of which were used to finance public and private improvements in a special excise tax district located in the State of West Virginia. The bonds are secured by excise (sales) taxes collected by the West Virginia State Tax Commissioner from retail operators and restaurants located and to be located in the Excise District. The occupants of the excise tax district include or are expected to include Cabela’s Retail Center, Inc., Wal-Mart, Target, Bob Evans, Applebee’s and others. The State Tax Commissioner, at the direction of the County Commission of Ohio County, transmits the collected excise taxes to the Trustee to be used to pay debt service on the bonds. The transaction involves a unique financial covenant to provide protection to bondholders, includes a rating fund to be used to attempt to obtain a rating on the bonds in the future and provides for the issuance of additional bonds, subject to certain restrictions. The bonds were the first sales tax revenue bonds of this kind issued in the State of West Virginia.

Underwriter's counsel to a Fortune 100 wealth and asset management organization in a Tax Increment Financing (TIF) in West Virginia. Service payments in lieu of taxes are collected from property owners located in the TIF District, including Cabela’s Retail Center, Inc., Wal-Mart, Target, Bob Evans, and Applebee’s. Service payments in lieu of taxes are transferred by the Sheriff of Ohio County to the bond Trustee to pay principal and interest on the bonds. The proceeds of the bonds are to be used for public improvements in the TIF District and adjacent property, including public roads, water and sewer lines and an interchange exit ramp to Interstate 70, all in Ohio County, West Virginia.

Underwriter's counsel to a global leader in investment banking and capital markets in connection with a bond Issue by Fulton County, Ohio. The proceeds were made available to the Fulton County Health Center, a 501(c)(3) corporation providing health care services and related services. The proceeds of the bonds are being used to construct a 100,000 square foot expansion of the medical facilities of Fulton County Health Center and to refund certain existing bonds. The bonds are secured by a letter of credit from JPMorgan Chase Bank, NA and by a Master Trust Indenture and are rated Aa2/VMIG-1 by Moody's Investor Services.

Note Counsel, Placement Agent Counsel, Letter of Credit Bank Counsel and TIF Counsel in connection with Taxable Note/Tax Increment Financing transaction for a multi-use retail plaza located in Northeast Ohio.

Developed the first rated (S&P) secondary market securitization of distressed tax-exempt bonds working with Crown Northcorp, as sponsor and special servicer.

Developed innovative, tax-exempt COPs (certificate of participation) program designed to convert empty downtown retail space into State of Ohio offices.

Investment Banking Counsel

We represent all major Ohio and regional investment bankers – and many Wall Street firms – in public finance (bond, note and tax-exempt lease) placement and underwriting transactions. Our expertise includes disclosure document preparation, purchase/placement agreement preparation, due diligence, documentation, continuing disclosure and regulatory matters. The matters below are representative of our service as investment banking counsel:

Ongoing relationship as underwriter’s counsel for Toledo-Lucas County Port Authority financings. Ongoing relationship as disclosure counsel for Cleveland-Cuyahoga County Port Authority financings, including bond, note, economic development, off-balance sheet real estate and synthetic lease financings.

Underwriter's counsel for state bond issue programs, including bonds issued by the Treasurer of the State of Ohio and the Ohio Public Facilities Commission.

Underwriter's counsel in a tax-exempt bond financing for a multifamily low/moderate income housing project located in New Mexico.

Acted as underwriter's counsel in a $25 million tax-exempt bond financing for air cargo facilities located at the Miami Dade County Airport in Miami, Florida.

Underwriter’s counsel in connection with the purchase of approximately $35 million in special assessment notes of an Ohio municipality including coordinating disclosure relating to replacement of a Letter of Credit securing a portion of the notes and securing a rating on the notes.

Underwriter’s and note counsel for a $20 million draw note issue for construction of a skilled nursing facility located in northwest Ohio.

Underwriter’s and disclosure counsel in a $10 million tax-exempt bond financing of air cargo facilities located at the George Bush Intercontinental Airport in Houston, Texas.

Underwriter’s and disclosure counsel in an $11 million tax-exempt and taxable bond financing (Series A/Series B) for a private arts college located in downtown Columbus, Ohio.

Underwriter’s and note counsel in a $70 million taxable draw note transaction to finance acquisitions and operations of automobile dealer facilities throughout Ohio.

Underwriter’s and note counsel in a $15 million taxable draw note transaction to finance retail and warehouse tire facilities in Kentucky and Tennessee.

Underwriter’s and note counsel in a taxable note transaction to finance development of an industrial park located in Canal Winchester, Ohio.

Underwriter's counsel in an $87 million school improvement bond Issue for Southwestern City School District, Franklin County, Ohio.

Structuring and documentation counsel, delivering substantive non-consolidation, true-sale and disclosure opinions accepted by all major rating agencies (S&P, Moody's, Fitch), in a wide variety of securitizations, representing both taxable and tax-exempt revenue streams.

Credit and Liquidity Transactions

Letters of credit and other credit enhancement vehicles can be a critical tool to ensuring the economic viability of both public and private projects. We have assisted clients in obtaining loans, letters of credit, standby bond purchase agreements, and liquidity facilities in a variety of financings. The matters below are representative of our experience in structured financings involving loans, letters of credit, and liquidity facilities:

Counsel to Letter of Credit Bank in issuance of direct pay letters of credit to secure principal and interest payments for approximately $35 million special assessment notes issued by an Ohio municipality. Our representation included preparing Letters of Credit, a Letter of Credit Reimbursement Agreement and review of note documents. The Letter of Credit Reimbursement Agreement provided for the Bank's issuance of Letters of Credit in the future up to a maximum $56 million.

Counsel to national banking association in connection with providing a Letter of Credit to secure principal and interest on special obligation bonds issued by a southeastern Ohio municipality to finance infrastructure improvements for a Tax Increment Financing ("TIF") District.

Local counsel for two Appalachian basin-based oil and gas exploration and production companies in connection with their $250 million revolving line of credit. Counsel for the Administrative Agent of a $25 million participated loan facility for an Ohio-based mining company.

Represented financial institution in its $36.5 million loan to a Columbus, Ohio-based developer to assist the developer's acquisition of all of the interest of its joint venture partners in an enclosed super-regional mall located in Columbus, Ohio.

Credit enhancement counsel, including with respect to letters of credit and standby bond purchase agreements, at the request of a wide variety of issuers and bankers.

Restructuring, Loan Modification, and Workout Transactions

Our attorneys have been called upon to represent financial institutions – including several Fortune 500 banks – in a variety of restructuring, loan modification, and workout transactions, as well as in commercial foreclosure and bankruptcy proceedings. The matters below are representative of our experience in restructuring, loan modification, and workout transactions:

Provided comprehensive loan workout and loan restructuring advice and related documentation and negotiation services to Stonehenge Financial Holdings, Inc., in its capacity as the manager of a significant portfolio of complex commercial loans originated by an Ohio firm engaged in mezzanine financing. We have also, when necessary, instituted litigation for Stonehenge in connection with those commercial loans.

Represented Fortune 500 computer company in the State of Ohio in a variety of commercial collection and bankruptcy matters, including representing its interests in liquidation and reorganization proceedings, defending preference recovery and lien avoidance actions, and prosecuting collection and replevin cases.

Represented a national equipment finance company in loan workouts, bankruptcies, and asset recovery and disposition matters throughout the State of Ohio.

Project-Based Litigation

Our project finance expertise is also recognized in the courtroom. We have been utilized as special counsel in the defense and prosecution of project-based claims, including actions against public and private finance companies, corporations, hospitals and corporate officers and actions in bankruptcy. The matters below are representative of our experience defending and prosecuting project-based claims:

Successful defense of $30,000,000 multi-state fiduciary, tort, and racketeering claims brought against third-party finance company by trustee in bankruptcy and former employees of failed health care provider asserting that the company’s financial collapse was the result of a conspiracy between the bankrupt company’s principles and third-party finance company. The defense strategy included close coordination with the officer/co-defendants of the failed health care provider.

Successful defense of class action lawsuit against a publicly traded company, which included fiduciary, tort, and racketeering claims brought against the third-party finance company and its officers alleging a conspiracy to manipulate financing formulas, convert financing proceeds, and to waste corporate assets of a publicly traded company.

Successful defense of $20,000,000 fiduciary and racketeering claims against corporate officer arising from the failure of a New England-based hospital.

Appointed as Special Counsel in multi-billion dollar bankruptcy, pursuing personal and fiduciary claims against former clients of bankrupt finance company.

Successful prosecution of claims for breach of fiduciary duty, conversion, fraudulent conveyance, and conspiracy against a health care provider and its attorneys in an $8,000,000 dispute with financier.

Successful prosecution of fraudulent conveyance and tort claims against chief financial officer in successor liability case involving a corporation’s attempt to evade obligations to principal financier.

Prosecution of multi-million dollar claim by a New York-based finance company against the former president and chief executive officer of a Texas-based hospital in connection with failed receivable finance transactions.