Overview
New business start-ups, acquisitions, and venture capital initiatives require knowledgeable counsel. Walter | Haverfield’s corporate transactions team will help guide your business through these complex processes from beginning to end, to avoid unnecessary delays and potentially costly missteps. Many of our corporate clients rely on us for legal services after their initial transactions are complete; we serve as their “in-house” counsel on issues such as:
- Corporate reorganizations
- Choice of entity counseling and formation
- Health care provider transactions
- Intellectual property concerns
- Private-placement memoranda
- Day-to-day operations
We serve a broad client base including moving and storage companies, records management facilities, propane gas dealers, precision metal forming shops, automobile dealerships, printing shops, wood product manufacturers, steelmakers, auto parts suppliers, medical equipment and device manufacturers, hospitals and health systems, medical and dental practices, physician practice management companies, executive search companies, wholesale distributors, industrial gas companies, biochemical product manufacturers, dairies, computer service and software providers, and general construction contractors.
Experience
The Corporate Transactions group’s experience and services include the following:
- Regularly represents one of the largest shopping centers REITS in the United States in connection with portfolio shopping center divestitures, outlot sales, site assemblage and acquisition/development projects, ECRs, joint ventures and unwinds, and various financing transactions.
- Counsel to a private developer in the acquisition, development, financing, and leasing of a residential, retail, entertainment and "lifestyle" center known as Pinecrest.
- Representation of various joint ventures in the negotiation of joint venture and operating agreements.
- Representation of NYSE-listed banks, leading global investment banks, asset management firms, and life insurance companies on commercial loans, including whole loans, mezzanine loans and bridge loans.
- Representation of a regional port authority in connection with fixed rate financing, structured leasing and infrastructure financing.
- Representation of a public company in acquisition of polymer manufacturing division.
- Representation of sellers and purchasers in healthcare practice acquisitions and dispositions.
- Representation of an aerospace parts manufacturer in asset sale to public company.
- Guided the reorganization of a mid-sized manufacturing company through conversion from corporation to LLC and sale of minority interest to large international manufacturer.
- Coordinated the acquisition, financing, leasing and environmental clearance of 750,000 square foot mixed-use manufacturing/office/warehouse facility.
- Counsel to owner in development of 160,000 square foot building, including ground lease, construction financing, and negotiation of letters of intent and leases with the primary tenants.
FINANCIAL SERVICES
- Represented a craft brewery in the private placement of membership units for the construction of a brewing facility and taproom restaurant.
- Represented a film production company in the private placement of membership units for the production and distribution of a 5 film slate project.
- Represents regional banks, commercial property owners, and industrial borrowers in the drafting and negotiation of loan documents for construction, permanent, mortgage-based, and asset-based financing transactions.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
CORPORATE TRANSACTIONS
- Represented a privately-held company in a complex asset purchase sale to a private equity firm
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Corporate Transactions
- Product and materials sale and purchase agreements
- Builder or owner sale and construction agreements
- Employment agreements
- Product distribution, trademark licensing, and royalty agreements
- Buy/sell or cross-purchase agreements
- Stock or asset purchase agreements
- Joint venture agreements
- Non-compete/non-disclosure agreements
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Corporate Transactions
- Advises privately held companies and entrepreneurs on general corporate matters, new business formations, acquisitions and dispositions, reorganizations, and debt and equity issuances.
- Drafts and negotiates commercial contracts, including service agreements, terms and conditions, vendor agreements, independent contractor agreements, and non-compete agreements.
- Counsels closely held businesses on succession planning and buy-sell arrangements.
Closely Held Businesses
- Acted as outside general counsel for several closely held businesses, providing advice regarding corporate governance, contract negotiation, drafting and enforcement, threatened litigation, collection of accounts receivable, and employment issues.
Financial Services & Lending
- Represents national and regional financial institutions in lending transactions, including single-bank and multi-lender facilities, asset-based loans, working capital facilities, construction financing and mortgage based loans.
Mergers, Acquisitions & Joint Ventures
- Represented privately held machining company in sale of all assets to strategic buyer.
- Represented public company in disposition of several coal mines and related assets.
- Represented steel container manufacturer in stock purchase of a competitor and supplier.
- Represented juice company in the acquisition of a frozen juice product line.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Securities
- Represented medical device company in private placement of convertible preferred stock
- Represented mezzanine investment fund in subordinated debt financing transactions
- Represented management consulting company in issuance of common stock
- Represented services company in issuance of subsidiary minority membership interests and private debt transactions
- Represented food processing company in "down round" sale of preferred stock
- Represented medical parts distributor in recapitalization, dividend, and issuance of securities to venture capital investors
- Represented biotech company in issuance of senior preferred stock
- Represented software development company with issuance of convertible preferred units
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Bond Financing
- Represented Port Authority located in the State of Ohio in connection with issuance of taxable conduit lease revenue bonds for ground-up construction and development of mixed-use office and multifamily facility located on Cleveland, Ohio.
- Represented Port Authority located in the State of Ohio in connection with issuance of taxable conduit lease revenue bonds for redevelopment of office tower located in Cleveland, Ohio for multifamily facility and office use. Project was also supported by other credits and incentives, including Historic Tax Credits and State and County loan and grants.
- Represented placement agent in connection with Port Authority issuance of taxable capital lease revenue bonds concerning development of industrial facility in Mentor, Lake County, Ohio.
- Represented placement agent in connection with Port Authority issuance of taxable capital lease revenue bonds to finance the acquisition, construction and development of hotel in Cleveland, Ohio.
Creditor’s Rights and Bankruptcy
- Represented large regional financial institution in connection with work-out strategy for multi-loan financing secured by 25 story mixed-use retail, office and hotel building located in South Bend, Indiana.
- Represented large national financial institution in connection with work-out strategy concerning loan facility secured by a large residential housing development located in Cleveland, Ohio, involving foreclosure of mortgaged property, working with receiver on continued construction efforts and dealing with lien claimants, negotiation of settlement agreement and deficiency note with guarantors and ultimate sale of loan.
- Represented special servicer of securitized loan pools in the preparation for foreclosure of mortgaged property, negotiating deed-in-lieu of foreclosure agreements, settlement agreements and forbearance agreements, reviewing purchase and sale agreements for conveyance of REO properties, and advising client on rights and duties as special servicer under pooling and servicing agreements.
Financial Services & Lending
- Represented regional bank in connection with financing for the acquisition and infrastructure improvements concerning a planned 50 acre retail development in Erie County, Ohio, including negotiations with the Ohio Department of Development concerning a brownfield redevelopment loan and with County Commissioners concerning tax increment financing.
- Represented national lender in acquisition and ground-up construction financing for multi-site apartment tower development located in Orange County, Florida.
- Represented national lender in connection with primary construction financing and bridge financing for redevelopment of office building to multifamily project supported by Federal and State Historic Tax Credits.
- Represented national lender in connection with multiphase construction and bridge financing for redevelopment of industrial complex to multifamily and commercial project supported by Federal and State Historic Tax Credits, New Markets Tax Credits and State of Ohio Brownfield Redevelopment loan.
- Represented national lender in connection with guidance line of credit for construction of approximately 20 single-tenant retail stores across the United States.
- Represented national lender in connection with multi-loan facility for manufacturing company including operating and equipment lines of credit and term loans secured by real estate assets and business assets.
- Represented regional bank in connection with multi-loan facility for restaurant operator and associated manufacturing company including capex and operating lines of credit and term loans secured by business assets.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
CORPORATE TRANSACTIONS
- Drafted and negotiated loan documents for construction, permanent, and mini-perm mortgage-based financing, and asset-based loans
- Represented public and private companies in entity formation and dissolution, corporate governance matters, and contract negotiation
- Counseled clients in connection with the acquisition, disposition, and leasing of shopping centers, mixed-used developments, and office and industrial space Draft and negotiate loan documents for construction, permanent and mini-perm mortgage based financing, and asset based loans.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Corporate Transactions
- Experienced in the formation of limited liability companies, joint ventures, and limited partnerships.
- Counseled and assisted clients in the disposition of privately held businesses through both stock and asset sales.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
SUCCESSION PLANNING
- Assist clients in succession planning for closely held business entities.
- Work on corporate acquisitions and redemptions.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
CORPORATE TRANSACTIONS
- Counseled clients with entity formation, including entity selection and drafting of organizational documents.
- Represented small closely held businesses, as well as publicly traded entities, in connection with asset acquisitions and dispositions.
- Counseled regional newspaper client in negotiation and preparation of independent contractor agreements and freelance agreements.
- Negotiated vendor, non-disclosure, and confidentiality agreements for regional manufacturing client.
- Drafted, reviewed and negotiated executive and executive incentive compensation agreements.
- Counseled closely held businesses on succession planning, including buy-sell agreements, deferred compensation plans, and consulting arrangement.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Public and Structured Finance
- Counselled issuers, underwriters and investors in tax-exempt and structured debt financings.
- Represented underwriters and placement agents in connection with both public sales and private placements.
- Served as bond counsel for tax-exempt revenue bonds, taxable revenue bonds, 501(c)(3) debt and conduit financing.
- Represented various interests in connection with defeasance of bonds and refunding of bonds.
- Involved in multiple transactions representing various interests with credit-tenant lease structures, TIF (tax increment financing), multiple economic incentives and bank-qualified purchases.
Represented financial institutions in connection with purchase and placement of debt issued by educational and non-profit institutions.
Financial Services & Lending
- Represented lenders in structure and documentation of loan transactions involving construction, renovation and equipping of commercial and industrial facilities.
- Represented lenders in documentation of financing provided to hospitals, senior housing providers and other healthcare providers.
- Represented various parties in financings relating to acquisition, expansion, renovation and new construction of industrial projects, commercial office buildings, senior housing projects, multi-family projects, and higher education facilities in multiple jurisdictions.
Corporate Transactions
- Represented owners of closely-held businesses in acquisition of assets and businesses.
- Represented owners of closely-held businesses in acquisition and expansion of facilities and equipment, including leasing, acquisition, construction, renovation and financing.
- Assisted owners in restructuring of assets.
Closely Held Business Services
- Counselled owners of closely-held businesses on issues ranging from contracts, stock/membership transfers, generational transfers, business expansion/contraction and reorganization.
- Preparation and negotiation of contracts including supply agreements and provision of specific services.
- Formation of entities and restructuring of assets for closely-held businesses.
Creditors Rights & Bankruptcy
- Negotiated, structured and prepared forbearance agreements and related collateral documentation for lenders in troubled loans.
- Analysis of collateral position in connection with troubled loans.
- Review and analysis of loan documentation in connection with troubled loans.
- Represented lenders in obtaining judgments and exercising rights under loan documents, including secured party sales, foreclosure actions, receivership actions and bankruptcy proceedings.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Corporate Transactions
- Entity Formation, including corporations, LLCs and partnerships.
- Negotiate and draft employment agreements.
- Assist clients with development of employee incentive plans, such as options, deferred compensation and partner stock programs.
- Corporate recapitalization.
- Develop contracts specific to client’s needs – manufacturing contracts, service agreements, license agreements, real estate sales agreements, asset sale agreements, leases, etc.
- Preparation of private placement memorandum.
- Work with client on long range planning, especially succession planning.
- General management consultation.
- Dispute resolution.
- Termination and liquidation.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
CORPORATION TRANSACTIONS
- Served as lead counsel for a privately-held kitchen exhaust cleaning company being acquired a private equity firm for $1.25MM
- Served as lead counsel in the buy-side acquisition of a regional home theatre services company for $900K
- Served as lead counsel in the buy-side acquisition of an information technology division of a regional technology incubator for $500K
- Served as lead counsel in a founding investor buy-out from a cloud based computing company for $2.25MM
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Financial Services
- Representation of a regional port authority in connection with fixed rate financing, structured leasing and infrastructure financing.
- Representation of NYSE-listed banks, leading global investment banks, asset management firms, and life insurance companies on commercial loans, including whole loans, mezzanine loans and bridge loans.
- Representation of a regional mutual bank on commercial loan transactions.
- Representation of a private developer in connection with the formation of a real estate private equity fund.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Corporate Transactions
- Retained to act as outside general counsel for restaurant groups and mid-sized manufacturing clients, effectuating member/shareholder buy-outs, entity organizational changes, asset purchases/sales, and employee matters.
- Structuring entity to make application for the anticipated licenses under the November 2016 state of Ohio constitutional amendment to legalize medical marijuana in the state.
- Engaged for new business start-up organization, planning, shareholder/member agreements, and private financing procurement.
- Retained to negotiate leases, for developers and tenants, involving restaurants, hotels, and other entertainment facilities.
- Negotiate and effectuate purchase of numerous Ohio liquor agency stores, particularly for grocery store clients.
- Structure officer and manager compensation agreements for small and mid-sized companies.
- Retained by developers to advise on state and federal licensing concerns prior to construction so as to take best advantage of liquor licensing regulations, including community entertainment districts and outdoor refreshment areas.
- Effectuated asset purchases involving chain business, from hotels, restaurants, and convenience stores, followed by securing all licensure required by transaction.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
CORPORATE TRANSACTIONS
Financial Services & Lending
- Counselled financial institution clients in the structuring of new loan transactions to finance acquisitions, new construction, renovation, and operations.
- Counselled financial institution clients in loan transactions with healthcare organizations, focusing on collateral protection.
- Counselled financial institution clients in the refinancing and modification of existing lending relationships.
- Prepared loan documents in transactions ranging from small unsecured loans with a single borrower to more complex transactions with multiple borrowers and guarantors, with a variety of collateral.
- Documented collateral consisting of real property, accounts, inventory, equipment, rolling stock, general intangibles, certificates of need, contracts, licenses, leases, cell tower leases and oil and gas leases.
- Concluded lending transactions in varying locations including the states of Ohio, Pennsylvania, Maine, North Carolina, Texas, New York and Florida.
- Concluded lending transactions involving various industries including multi-family, senior living (independent living, assisted living and skilled nursing), oil and gas, manufacturing, service, education and non-profit industries.
- Analyzed and documented a variety of financial covenants and reporting obligations, consistent with the form and substance of the credit approval, in an effort to provide meaningful information to the financial institution, consistent with the borrower’s size, industry and operations.
- Represented individual and organizational borrowers in the review and negotiation of loan documents on their behalf.
Creditors Rights and Bankruptcy
- Counselled financial institution clients in the restructuring of existing lending relationships.
- Counselled and assisted financial institution clients in the preparation of forbearance agreements and related documents.
- Reviewed and analyzed loan documentation and collateral positions in connection with troubled loans.
- Represented individual and organizational borrowers in refinancing their obligations, including the review and negotiation of loan modification agreements.
Transactional Services
- Assisted clients in acquisitions and sales of various assets and businesses, including conducting and reviewing due diligence.
- Prepared routine organizational documentation.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
- Represents real estate developers throughout the site acquisition and development process; negotiating and drafting agreements, environmental and other pre-acquisition due diligence, obtaining approvals and entitlements, easements, and negotiation with end users.
- Represents commercial and industrial property owners and managers in leasing and other matters involving tenants.
- Counseled a group of investors through creation of a private placement memorandum and the organization of an entity to invest in real estate.
- Represents shopping center developers and operators.
- Represented commercial and industrial property owners and managers in construction matters.
- Served as borrowers counsel through loan modifications, forbearance agreements, and workouts.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Creditor’s Rights
- Represent commercial lenders in connection with workouts of both commercial real-estate and commercial/industrial loans, including negotiation and drafting of forbearance agreements, loan modification agreements, and all related documentation.
- Represent commercial lenders and leasing companies in connection with enforcement and collection of loan and lease obligations, including prosecuting foreclosure and replevin actions, enforcing promissory note and guaranty obligations, and executing upon money judgments.
- Represent businesses in connection with collection of delinquent accounts receivable, including obtaining pre-judgment attachment liens on assets of delinquent account debtors.
- Represented lender in successful workout and restructuring of upscale residential condominium development associated with mixed-use retail/office/residential project.
- Represented secured lender in secured-party sale, on a going-concern basis, of plastics recycling business.
- Represented secured lender in successful turnaround of failed residential development project through a series of deed-in-lieu and option transactions with national home builder.
- Represented lender in transfer of money judgment to United Kingdom and institution of bankruptcy proceedings against ex-patriot guarantor.
- Represented lender in appointment of receiver for hotel property and subsequent management and receiver sale of property.
- Represented large unsecured creditor in hostile takeover of closely-held borrower corporation and subsequent asset sale resulting in payment of nearly one hundred percent of creditor’s unsecured obligation.
- Represented secured creditor in successful prosecution of adversary complaint for conversion of lender’s collateral in guarantor’s bankruptcy case.
- Represented publishing company in successful workout of troubled loan through a series of asset sales and loan modification agreements.
- Represented manufacturing company in successful workout of troubled loans through business divestitures and series of forbearance agreements resulting in full payment of loans.
- Represented staffing company in obtaining pre-judgment attachment lien against account debtor planning to sell its business assets and forego payment of its unsecured claims.
Bankruptcy
- Represent secured lenders in filing motions for relief from stay and abandonment of collateral.
- Represent secured lenders in objecting to confirmation of Chapter 11 and Chapter 13 plans and negotiation of confirmed plans.
- Represent manufacturers and service providers in defense of trustee’s preference claims and avoidance actions.
- Represented lender in successful defense of landlord’s claim for rent and storage fees for collateral that remained in debtor’s premises during pendency of Chapter 11 bankruptcy case and successful assertion of secured lender’s prior lien claim over landlord’s statutory lien claim.
- Represented lender in successful objection to Chapter 13 Plan of principal shareholder of corporate borrower who claimed to own the collateral pledged by corporation.
- Represented lender throughout Section 363 sale of debtor’s business and lender’s collateral.
Financial Services
- Represented regional lender in connection with various SBA 504 loans and related credit facilities to local manufacturers, including term loans, revolving credit facilities and bridge loans.
- Represented regional lender in updating its form residential construction loan documentation and providing general representation when issues arise with respect to funding residential construction loans, including dealing with mechanic’s liens and disputes between borrowers and contractors.
- Represented regional lender in connection with multi-loan facility to finance construction of veterinarian hospitals, including construction loan, equipment line of credit and term loan.
- Represented international lender in connection with construction loan for golf course resort development.
- Represented regional lender in connection with guidance line of credit for acquisition and development of retail strip centers.
Mergers and Acquisitions
- Represented hotel and resort developer in international joint venture, including formation of limited liability company and negotiation and drafting of limited liability agreement.
- Represented owners of plating company in sale of all of the issued and outstanding shares of capital stock to venture capital group, with a retained interest in the new ownership group.
- Represented owner of tool and die company in sale of all of the issued and outstanding shares of capital stock to strategic buyer.
- Represented seller of manufacturing business in divestitures of non-essential business divisions.
- Represented seller in sale of radio station, including transfer of FCC licenses and leasing of antennae tower retained by seller.
- Represented purchaser of restaurant business, including acquisition of liquor license and real estate upon which business is situated.
- Represented packaging company in connection with private offering and merger of operating company into investment company.
- Represented unsecured creditor in hostile takeover of closely-held corporation and subsequent sale of business assets.
Closely Held Businesses
- Represented shareholder in dispute with minority shareholder asserting claims for breach of fiduciary duty arising from acquisition of controlling shareholder interest from other shareholders.
- Represent several closely-held businesses as outside general counsel, providing advice with respect to corporate and company governance, contract negotiation, drafting, and enforcement, inter-company transactions and management issues, employment issues, accounts receivable collection and threatened litigation.
Emerging Companies
- Represented international hotel and resort developer in connection with joint venture to acquire and develop real-estate properties in the United States.
- Represented packaging company in connection with private placement offering.
- Represent multiple start-up businesses in connection with entity formation, drafting of organizational documents, including limited liability company operating agreements, articles of incorporation, codes of regulation, close corporation agreements, shareholder agreements, and partnership agreements.
- Represented borrower in commercial mortgaged back securitized loan and separate syndicated loan to finance acquisition and renovation of hotel and resort properties.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Closely Held Business Services
- Chuck's involvement focuses on the day-to-day business operations, negotiating and drafting sales and supplier contracts, owner relationships, governance and planning for all types of businesses, borrower side financing, and capital raising.
Corporate Transactions
- Chuck focuses on acquisitions, divestiture and mergers of businesses in all industries with specific experience in aerospace, wholesale/distribution and manufacturing.
- Chuck counsels national, local and regional businesses in negotiating and closing acquisitions and divestitures in many industries, advising on strategic planning, contract drafting and negotiation, business expansion, liquefying invested capital, resolving shareholder/partner relations and disputes, and financing transactions. Recent transactions involved sale of a large manufacturer, merger of insurance agencies and acquisitions of distribution and manufacturing businesses.
- Chuck’s industry experience as counsel includes broadcasting, moving and storage, records management, biochemical products, propane gas, precision metal forming, automobile dealerships, printing, wood products, arts and crafts, machine tool, food brokerage, marine engineering, chemicals, plastics, wholesale distribution, software developers and computer services.
Financial Services
- On behalf of borrowers, Chuck has negotiated and closed bank loans, venture capital loans, mezzanine financing packages and other public and private financing vehicles from single sources, multiple lenders and private placements of debt and equity securities. Financing activities recently involved bank loan re-negotiations involving a deceased partner’s buyout, software business financing, and private placements for software and service businesses.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
- Representation of publicly traded and privately held companies in the acquisition and disposition of commercial properties, and leasing office, industrial, and retail space.
- Representation of a publicly traded company in the management of its national real estate portfolio of office and industrial properties.
- Preparation and negotiation of leases, purchase and sale agreements, and ancillary documents, including deeds, escrow instructions, notice letters and amendments.
- Representation of borrowers in new loan transactions, defeasance, and assignments of loans.
- Representation of a public non-traded REIT in the redevelopment of a regional mall in Northeast Ohio.
- Representation of lenders in construction and permanent loan transactions, forbearance agreements and workouts.
- Representation of NYSE-listed REIT in connection with the disposition, acquisition, re-development, and leasing of shoppingcenters in multiple states.
- Counseled clients regarding entity selection.
- Experienced in entity formation and drafting organizational documents.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
Be advised that contacting Walter | Haverfield LLP does not establish a lawyer-client relationship.
