Representative Transactions

[row] [span3]Mergers and Acquisitions[/span3] [span3]Financing[/span3] [span3]Corporate Restructuring[/span3] [span3]Other Transactions[/span3]
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Mergers and Acquisitions

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  • Represented an INC. 500 company in its sale to a private equity-owned platform company to marry the company’s asset tracking technology products with complementary M2M products and services sold by the existing platform.
  • Represented FiberCon Holdings, LLC in the sale of 100% of the stock of U.S. Metropolitan Telecom, LLC (“US Metro”) to Summit Vista, Inc., a U.S. wholly owned subsidiary of Cable Bahamas, Ltd. for a purchase price of $23.5 million. The transactions were part of a larger acquisition play by Cable Bahamas to establish a significant presence in the United States by consolidating US Metro with three other similar companies to form a world-class provider of telecommunications, television and broadband services.
  • Completed merger of client’s business with entity formed by New York-based private equity firm to create Country Pure Foods. Assisted client in implementation of acquisition-based growth strategy over several years, which resulted in the company becoming one of the top independent juice processors in the country. Handled complex sale of company to a successor New York-based private equity fund in a transaction with an enterprise value of $84 million.
  • Served as lead counsel in Country Pure Foods’ 2012 strategic acquisition of Cal-Tex Citrus Juice, LP. This acquisition of a competitor enabled Country Pure Foods, under its new PE owners (Mistral Capital Partners), to expand its geographic footprint and realize significant operational synergies. The acquisition took more than a year to complete due to the complexity of the deal and the range of parties involved.
  • Represented Capital Five Investments, LLC in the formation of Bluegrass/CVI Packaging Company, LLC, which combined Mid-America Packaging, LLC (Twinsburg, OH) with Delta Natural Kraft, LLC (White Hall, AR) and Graphic Packaging International, Inc. The combination created North America’s only vertically integrated multiwall bag business and provided liquidity to the founders of Capital Five.
  • Counsel to Paro Services in the structuring and negotiation of the sale of its Packers Sanitation Services subsidiary to an investment group led by Blue Point Capital in a series of transactions valued at approximately $80 million. Subsequently handled Blue Point’s follow-on acquisition/recapitalization transaction with Kaiser Contract Cleaning Specialists.
  • Represented Schwab Industries, Inc., a ready-mix concrete supplier, through a complex sales transaction related to a Chapter 11 reorganization. The transaction, conducted on an accelerated timeline insisted upon by the stalking horse bidder, featured a complex auction process with 11 participating bidders, resulting in two separate transactions, with a combined value of $57 million, which were closed within two business days following the sale approval hearing in the Bankruptcy Court.
  • Represented Luritek Holdings, LLC in the equity purchase and contribution agreement in the sale of Luritek Holdings to Arsenal Capital Partners. Represented this early-stage tech company in sale of controlling interest to fund initial commercialization of protected, proprietary non-toxic coating for ships and hulls and other marine applications as well as license of technology to pursue additional fields of use. Transaction culminated over 15 years of effort to finance the necessary research and development of new technology, resulting in significant liquidity for the founder.
  • Counseled retired executive in achieving significant liquidity for his investment in an international seafood producer through a series of complex transactions designed to fit within the issuer’s intricate, tax-driven structure.
  • Represented private investor group in acquisition of controlling interest in a financially distressed provider of development, design, sourcing and distribution of a wide portfolio of consumer products, including significant trade with Chinese factories. The transaction included a significant settlement of the company’s existing bank obligations and the establishment of a new line of credit to support the investor’s growth strategy.
  • Negotiated control sale of manufacturer of automotive interior trim to permit liquidity for sole shareholder, including tax-advantaged carried equity position, establishment of management incentive equity program and earnout bonus arrangements. Transaction also included negotiation of new senior credit facility to facilitate significant pre-closing cash distribution to shareholder.
  • Represented management in leveraged buyout of division of NYSE company with multiple locations in Ohio and Arkansas. Highly leveraged transaction necessitated negotiation of complex financing arrangement including senior secured financing, mezzanine debt, seller note and equity contributions, as well as management incentives.
  • Counseled publicly held client in an acquisition of iron ore mine out of bankruptcy through a joint venture with a Chinese steel company.
  • Served as special counsel to two major acquisitions for, and related bank financing and recapitalization of, Noteworthy Medical Systems, Inc., as well as negotiation of relationship with a German-based investor.
  • Negotiated sale of local secured destruction company to major national strategic acquirer, permitting owner to achieve long-term financial objectives.
  • Represented foreign acquirer in acquisition of local manufacturer and distributor of nuclear medicine cameras, including private placement of equity in the acquirer.
  • Acquisition of Doubletree Suites Hotel in Dayton, Ohio, from Ashford Hospitality. Acquisition was financed through a combination of senior financing through Wells Fargo and private equity investment.
  • Buyout of investors in a Hampton Inn in Lakeland, Florida. Transaction structured as a bridge loan, which was subsequently taken out by a private placement of equity, both through Realty Capital Partners, LLC.
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Financing

[hr] Steve assists clients in securing both debt and equity financing to achieve business objectives. Representation includes structure, due diligence preparations, negotiation and documentation of all types of financing, including senior secured, mezzanine debt and equity financing, both privately placed and publicly traded.
Representative Transactions:
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  • Represented publicly traded company in PIPE transaction, securing equity financing to permit completion of long-term program to eliminate negative net worth position and reduce leverage, permitting client to return to growth mode.
  • Completed refinancing for client to eliminate multiple levels of junior debt and facilitate repurchase of equity from private equity partner.
  • Handled acquisition financing in numerous M&A transactions as described above.
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Corporate Restructuring

[hr] Steve represents corporate clients in structure and implementation of complex restructuring, both inside and outside of bankruptcy. He assists clients in negotiation and documentation of senior and subordinated debt and all types of equity, as well as divestitures related to a plan of restructuring. He is also responsible for negotiation of forbearance agreements and concessions required to complete the designed plan.
Representative Transactions:
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  • Represented client through multi-year restructuring program to reduce and refinance over $200 million in senior and subordinated debt. Transaction included multiple forbearance and consent agreements with senior lender, seven divestitures, and two separate refinancings.
  • Designed, negotiated and completed restructuring of approximately $68 million in debt for privately held company through issuance of six classes of equity in newly formed holding company, new senior and subordinated debt and restructuring existing subordinated debt held by 20 separate individuals. Also negotiated multiple forbearance agreements with current senior lenders.
  • Completed complex corporate refinancing of publicly held client through placement of approximately $50 million of convertible preferred stock, senior and subordinated debt, warrants and co-investment rights, thereby avoiding bankruptcy. Prepared proxy materials for shareholder approval of transactions and resolved all issues with Securities and Exchange Commission. Negotiated multiple forbearance agreements over 12-month process.
  • Handled the Section 363 Bankruptcy Sale for Cardinal Fastener & Specialty Co. as part of a Chapter 11 bankruptcy case filed in the United States Bankruptcy Court for the Northern District of Ohio, Eastern Division. The sale saved all jobs and generated sufficient proceeds to pay the senior and subordinated secured creditors, administrative creditors and priority creditors, as well as a return to general unsecured creditors.
  • Led mid-sized manufacturer and distributor through extensive restructuring to transition to a new generation of management and conversion to 100% ESOP owned company, including conducting a special committee process to approve the company’s acquisition of management’s shares in fulfillment of ESOP fiduciary duties.
  • Assisted manufacturing company with long-term workout of senior and subordinated debt, involving the sale of two businesses, real estate and multiple forbearance agreements with both senior and subordinated lenders.
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Other Transactions

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  • Provided strategic advice to business where owner and sole senior executive died unexpectedly. The counseling enabled the business to promptly stabilize and provided the surviving spouse with sufficient time to make a determination to continue the business for the benefit of her long-standing employees instead of a distressed sale to a competitor.
  • Counseled seasoned industry executive in converting a potential acquisition of a South American seafood producer to a consulting and employment relationship in order to stabilize the business and establish the producer’s presence in the United States in a tax-efficient manner.
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