We represented Halma p.l.c. in acquiring Firetrace USA, LLC, Visiometrics, S.L. and CenTrak, Inc.  We drafted and negotiated the Share Purchase Agreements and all related transactional documents, with the assistance of our IP and Employee Benefits groups. Firetrace (www.firetrace.com), based in Scottsdale, Arizona, USA, owns several subsidiary entities in the United States and United Kingdom and has branch offices in Singapore and the U.A.E.  We completed Hart-Scott-Rodino, CFIUS, ITAR and DSS filings in accordance with U.S. governmental requirements. Visiometrics is a fast growing business that designs, manufactures and markets ophthalmic diagnostic instruments.  Its products are used to measure objectively a person’s visual acuity. This measurement can be used to determine the various elements of the eye that affect visual acuity, such as the very early stages of cataract formation.  CenTrak designs and manufactures sensors and proprietary communication technology that provide the most reliable and precise location data for healthcare facilities to ensure compliance with regulations and to improve patient care. Through strategic partnerships with leading healthcare application providers, CenTrak’s technology enables real-time monitoring of a range of parameters including patient, staff and medical equipment location, patient security, hand hygiene compliance and environmental/temperature conditions.

We represented PNC Bank as “lead attorney” in connection with a syndicated construction loan, closed and documented in phases over two years, in the aggregate amount of $114,700,000.00. The facility is secured by a mixed use office and retail development in Cincinnati, Ohio with a troubled history which included a receivership and foreclosure against the original developer.  PNC first provided “stabilization” financing to secure and protect the partially-constructed building, followed by two construction loans to complete the office and retail portions.

We represented Nationwide Life Insurance Company in a portfolio of three transactions with an aggregate loan amount of $25,875,000.00. The loans were secured by two borrowers’ fee interests in two retail shopping centers and one borrower’s leasehold interest in a parcel that is part of a larger retail center, all located in Pittsburgh, Pennsylvania. All three borrowers were owned through a German investment vehicle. As part of the closing, we negotiated loan documents with borrower’s U.S. and German counsel, created unique solutions to resolve restrictions affecting all borrowers given their German ownership, and drafted three sets of loan documents that were cross-defaulted and cross-collateralized. We also prepared the loan documents to incorporate the eventual termination of the ground lease and a collapse of the leasehold loan into one of the remaining two loans. These transactions were closed simultaneously in nearly 60 days.

We represented Nationwide Life Insurance Company in connection with a $23,500,000.00 loan secured by a shopping center in Winston-Salem, North Carolina owned by two borrowers as tenants-in-common. As part of the closing, in addition to preparing and negotiating all loan documents and conducting a thorough due diligence review of both borrowers and the property, we reviewed and negotiated documents evidencing the TIC structure and prepared and negotiated loan documents which included certain representations, warranties, covenants and waivers related to the TIC structure.

We represented Nationwide Life Insurance Company in connection with a $46,000,000.00 loan secured by an office and retail building in Columbus, Ohio. The office was occupied by a significant tenant with rights to park in a garage owned by an affiliate of the borrower. As part of the closing, in addition to preparing and negotiating all loan documents and conducting a thorough due diligence review of the borrower and the property, we negotiated a parking lease agreement between the borrower and its affiliate to ensure our client’s rights to provide adequate parking to the significant tenant, in the event our client became owner of the collateral property.

We represented Nationwide Life Insurance Company in connection with a $9,150,000.00 loan secured by a retail and residential development in Newport, Kentucky owned by the City of Newport and ground leased to the borrower. The borrower was also party to a bond financing arrangement with the City of Newport and its trustee. As part of the closing, we negotiated revisions to the bond documents and prepared leasehold loan documents which also included the bonds as additional collateral. Our due diligence review focused on the bond structure as well as the traditional review of organizational, title, survey, and ground lease documentation.

We represented Nationwide Life Insurance Company in connection with a $19,000,000.00 loan made to finance a luxury apartment development in downtown Cincinnati, Ohio. The collateral for the loan consisted of the borrower’s leasehold interest in the air rights located above a public parking garage owned by the City of Cincinnati. Our services included negotiation of a recognition agreement with the City of Cincinnati, preparation and negotiation of leasehold loan documents, due diligence review of the air rights parcel and the redevelopment lease which created the borrower’s leasehold interest, and investigation of the status of a 15-year tax abatement for the benefit of the air rights parcel.

We represented First Financial Bank in connection with the financing for the construction of a boutique hotel in downtown Covington, Kentucky. The project also received funding through G/O bonds and state and federal historic tax credits, while First Financial provided the bridge financing to support the project during the tax credit approval period. The debt structure was complex, and First Financial required debt subordinations and a first lien position on the collateral.

We have represented Troubled Assets Remediation Partners, LLC  in a series of joint ventures with The Kroger Co. that utilized New Market Tax Credits to construct marketplace grocery stores in urban “food deserts,” the latest of which involved a $21 million project in Oak Ridge, Tennessee.

We represented BB&T in connection with the financing of a large apartment complex in Columbus, Ohio. This was our first transaction with BB&T’s Cincinnati commercial real estate team. Both the lender and borrower were very pleased with our representation in the deal, and we look forward to growing this relationship in the future.

We represented Global Excel Management, Inc. in acquiring Olympus Management Healthcare, Inc. and its affiliates. Global Excel is a Canadian-based medical cost-containment company that is moving into the United States and Mexico markets. The target is a fast growing U.S. company with both U.S. and Mexico affiliates that provides healthcare claims services for international payors. We represented Global Excel in both the share purchase and the related financing with a Canadian bank. The transaction involved complex tax, regulatory and other legal issues with international implications. We coordinated all aspects of the transaction with in-house counsel and local counsel in Mexico.

We represent Lancaster Pollard Mortgage Company, LLC in connection with their multifamily FHA/HUD-insured and USDA guaranteed loans on a national basis. The projects require a thorough knowledge of the FHA/HUD and USDA loan processes and procedures and requirements to ensure that the client receives the insurance or guarantee for such loans.

We represented The Procter & Gamble Company in the $400 million expansion of its suburban business center. The transaction involved unique bond financing provided through the municipality’s port authority and an array of real estate, construction and tax-related matters.

We represent Wallick Communities and The Miller Valentine Group in connection with the acquisition, development, construction or rehabilitation of affordable multifamily housing properties utilizing Low-Income Housing Tax Credits and all other federal, state, local rental and affordable housing subsidies.

We represent Bellwether and Enterprise in connection with multifamily Freddie Mac, Fannie Mae and FHA/HUD financings. We also assist with USDA §538 Interest Rate Reductions. Bellwether/Enterprise has a nationwide presence, which requires familiarity with commercial financing laws and regulations in all state jurisdictions. Also, the Freddie Mac loans are vetted for compliance with CMBS requirements, as they are securitized after purchase. We also represent Bellwether on various servicing matters on agency loans, such as transfer and assumption requests, easement approval requests, and loan document modifications.