Deals and Notable Transactions

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

Outside General Counsel, Transaction Counsel, and Corporate Secretary of the Board for leading national metals service center Olympic Steel (ZEUS:NASDAQ) for 30 years in its IPO, secondary, debt financings, plus 11 acquisitions, dispositions and joint ventures

as well as joint ventures in Ohio, Israel, and Mexico

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

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:

Founding stockholder as well as Senior Strategic Advisor to Founder and CEO Tyler Dikman in sale of leading travel app LoungeBuddy  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; Founder, Fred Skurow) to ICG Telecommunications (ICGX:NASDAQ)

Director, Principal, and Buyer’s counsel for Cohesant Technology (COHY:NASDAQ) (CEO, Morris Wheeler) 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) (CEO, Wayland Russell) 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 (CEO and Co-Founder, Lance Hill) 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 (Co-Founder/CEO, Warren Anderson) 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

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

Special Chapter 11 Counsel to Sudbury (SUDB:NASDAQ) in selling 8 independent operating subsidiaries to 8 different buyers

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

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

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

Represented Roth Bros. in its sale to First Energy (FE:NYSE)

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

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

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 (HMI: OB:OTC)

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

Co-Founder, Senior Advisor, and Director of Within3 (CEO/Co-Founder, Lance Hill) on its 7 equity and debt offerings

Founding stockholder and Senior Strategic Advisor to LoungeBuddy (Co-Founders, Tyler Dikman, Zac Altman, and Brent Griffith) on its Series A Preferred Stock round

Chair of the Strategic Planning Committee, Director, and Investor in CardinalCommerce (CEO and Founder, Michael Keresman) in its sale to VISA (V:NYSE) for all 8 of its debt and equity offerings

OfficeMax (OMX:NASDAQ) Founding Lawyer, first outside investor, Secretary of the Board, and outside General Counsel from formation through its 9 equity offerings from Series A to H of Preferred Stock and sale to Kmart (KMART:NYSE)

Outside General Counsel, Secretary of the Board, and Advisor for OffRoad Capital (first online private equity investment bank). Developed full set of 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 G), as well as 4 equity offerings on behalf of its clients

Represented Ohio PERS in its investments in Primus Capital I (Founder and Managing Partner, Loyal Wilson) 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) (STE:NYSE) in venture capital and private equity transactions

Represented Noah Partners and Wayland Russell (Co-Founder of Rainbow Rentals) (RBOW:NASDAQ) in venture capital and private equity transactions

Transaction Counsel for Early Stage Partners (Co-Founders and Managing Partners; Jamie Ireland and Jim Petras) in connection with its portfolio debt, convertible debt, and equity investment transactions

Transaction counsel for Primus Capital Fund (Founder and Managing Partner, Loyal Wilson) 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

Co-Founder, Director, and sole business negotiator for Within3 in its patent sale to Acacia Research (ACTG:NASDAQ)

Structured and negotiated 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

Fund Formation Counsel for 9 private equity, venture capital, and real estate funds

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

Transaction Counsel for issuers and placement agents in innumerable private real estate syndications of debt and equity, offshore offerings, industrial revenue bonds, loans, and joint ventures for shopping centers, hotels, apartments, and 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 a hotel and 4 FmHA apartments

Counsel for investment bank Prescott Ball & Turben in 5 hotel and shopping center equity private placements

Negotiated and structured 40+ operating and development joint ventures, equity and debt financings, and recapitalizations with money center banks, savings and loans, pension funds, operating partners and global insurance companies as Outside General Counsel and Transaction Counsel for national real estate developer Zaremba Corporation

Transaction Counsel for banks, borrowers, issuers, and underwriters for scores of secured, unsecured, demand, term and revolving credit loans, Limited Obligation Revenue Bonds, as well as 12+ industrial revenue bonds