Deals

Below are some representative deals.

M&A

Co-Founder, Director, and Strategic Planning Committee of Within3 (digital communication and collaboration platform for pharma and life sciences in its sale to Insight Partners

Outside General Counsel, Transaction Counsel, and Corporate Secretary of the Board for leading national metals service center Olympic Steel (ZEUS:Nasdaq) in its IPO, plus 11 acquisitions, dispositions and joint ventures

  • Berger Industries,
  • Eastern Steel,
  • Juster Steel,
  • Lafayette Steel,
  • Southeastern Metal,
  • Tinsley Group-PS&W (structured, documented, and signed in 8 days from start of negotiations),
  • Viking Steel, and
  • Tubing division (sale).

as well as Olympic Steel’s three joint ventures: Atlas Steel, in Israel, and in Mexico.

Director, Outside General Counsel, and Transaction Counsel for Mr. Gasket Co. (MRGC:Nasdaq) in its IPO, and 21 acquisitions of automotive aftermarket product companies

  • 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,
  • Performance Lab,
  • Pro-Track,
  • Rough Country,
  • Seal-Tite,
  • Thrush Performance,
  • TruSpoke,
  • Weldwheels.

Represented Quinault Holdings (Founder, Paul Gierosky) in 13 M+A transactions; sell-side and buy-side

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),
  • 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,
  • Wolverine Die Cast.

Senior Strategic Advisor to Founder/CEO Tyler Dikman of 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 (Founder/CEO Michael Keresman) in its sale to Visa (V:NYSE)

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

As Principal (as well as 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

Buyer’s counsel, Secretary of the Board, and Founding Lawyer for superstore OfficeMax (OMX:Nasdaq) in its acquisition of Office World

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

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

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

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

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

Outside 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’s stock

Venture Capital and Private Equity Investments

Executive Vice President and/or Senior Strategic Advisor for Divergent 3D (Founder/CEO Kevin Czinger) on its debt, global operating joint ventures, and strategic partnerships through its Series A and B equity offerings

Co-Founder, Senior Advisor, and Director of Within3 on its 7 equity and debt offerings

  • Founder’s Common Stock,
  • Series B Preferred,
  • Series C Preferred,
  • Series D Preferred and related equity recapitalization,
  • Subordinated Convertible Note,
  • Secured Debt with Warrants, and
  • Unsecured Debt with Warrants.

Founding Senior Strategic Advisor to LoungeBuddy on its Series A round

Chair of the Strategic Planning Committee and Director of CardinalCommerce for 8 of its debt and equity offerings

Founding Lawyer, Secretary of the Board, and outside General Counsel for OfficeMax (OMX:Nasdaq) on 9 of its equity offerings

Outside General Counsel, Secretary of the Board, and Advisor for OffRoad Capital (first online private equity investment bank) developing template venture capital investment documents. These included Common Stock, Preferred Stock, Convertible Preferred Stock, Redeemable Preferred Stock, Convertible Debt, Warrants, and Subordinated Debt with Warrants.

Outside General Counsel, Transaction Counsel, and Secretary of the Board for OffRoad Capital in its own capital offerings of Preferred Stock (Series A through Series H), as well as 4 equity offerings on behalf of its clients

Represented Ohio PERS in its investments in Primus Capital I and Primus Capital II

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

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

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

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

Counsel for Investment Bank McDonald & Co. in certain securitized real estate syndications; plus Gliatech’s private placement

Investor and Transaction Counsel for BondCat and MCIC (mobile cat scanners and digital subtraction angiograms) in 8 separate partnership offerings