Joanne M. Schreiner Partner

Transcription

1 Joanne M. Schreiner Partner Cincinnati, OH Tel: (513) Joanne s practice involves a full range of commercial and business transactions, including acquisitions and mergers, contract negotiation, financing, leasing and sales. She has extensive, national experience in handling complex, multi-state secured lending transactions on behalf of national lending institutions, including in the origination, documentation, purchase and enforcement of commercial loans, subordinate notes, syndications and participations, and in structuring intercreditor and servicing agreements. Her corporate practice includes stock/asset purchases of diverse operating entities, including all related due diligence and negotiation of acquisition and operational agreements. Her global practice includes transactional matters in Europe, Asia and South America. She provides legal guidance to operating companies in all corporate areas, including formation, governance, sales/distribution, and regulatory compliance. Joanne also serves on the firm s Finance and Associate Evaluation committees. Services Public Finance Banking & Financial Services Real Estate Commercial Finance Corporate & Transactional Mergers & Acquisitions Venture Capital/Private Equity International Business Acquisitions & Dispositions Financing & Economic Incentives Leasing & Property Management Education

2 University of Chicago Law School (J.D., 1979) University of Akron (B.A., summa cum laude, 1976) o English Bar Admissions Ohio Affiliations/Memberships Cincinnati Bar Association American College of Mortgage Attorneys, Ohio State chair and fellow Campbell County Citizens Foster Care, Review Board Distinctions Best Lawyers o Mergers & Acquisitions, Project Finance, Real Estate and Securitization & Structured Finance Law o "Lawyer of the Year" in Cincinnati for Project Finance Law (2012, 2016, 2019) Peer Review Rated AV in Martindale-Hubbell Ohio Super Lawyers o Top 25 Women in Cincinnati Top 10 Female Lawyer in Cincinnati by Women's Business Cincinnati Cincy Leading Lawyer by Cincy Magazine Chambers USA : America's Leading Lawyers for Business, Real Estate The Legal 500 United States edition Experience Commercial Foreclosure / Forbearance Agreement We represented a national life insurance company with a defaulting mortgage loan in southwest Ohio. We filed a foreclosure action and obtained the appointment of a receiver shortly thereafter. When the borrower threatened bankruptcy, we negotiated and drafted a forbearance agreement. The borrower resumed making payments approximately three months after the filing of the foreclosure. Notably, the forbearance agreement ensures a quick foreclosure if the borrower should default again. Represented Life Company Lender on Nearly 100 Loan Closings We represented a national life insurance company on all aspects of loan documentation, negotiation, and closing for nearly 100 loans in 2016 and The loans ranged from less than $1 million to more than $20 million and were secured by a wide range of commercial real property, including retail centers, warehouses, apartment complexes, and hotels. Dinsmore worked closely with the client, borrower s counsel, title companies, surveyors,

3 and other third-party providers to resolve loan documentation, real estate, tenant, and borrower organizational structure issues and all other issues necessary to close various loans in a cost-effective and collaborative manner. AGNL Blimp L.L.C. Syndicated Loan Transaction Represented US Bank as arranging bank in syndicated loan of $120 million to AGNL Blimp L.L.C. as borrower for construction of new Goodyear Tire & Rubber Company global headquarters. Worked with Royal Bank of Scotland as participating bank in loan process. The borrower will purchase port authority bonds with proceeds from the loan as well as numerous sources of public and private funding and pledge the bonds as collateral to the bank. This transaction required a detailed and thorough understanding of bond finance law, including creative structuring to ensure the lender was fully secured ahead of all other sources of funding. Additionally, because borrower closed on the bond transaction before the loan transaction, Dinsmore had to retro-fit the loan document provisions to match the bond documents and work to assign the borrower s rights to the bank in case of a default to mitigate client s risk and exposure. Acquisition of Two Affiliated Swiss Companies Represented Halma International Limited, the leading safety, health, and sensor technology group, in the acquisition of 100 percent shares of the Swiss corporation Medicel AG, together with its subsidiary Robutec GmbH. Dinsmore attorneys prepared and negotiated the Share Purchase Agreement and related closing documents. These related acquisitions required dual-track due diligence and negotiation of all transactional documents. Related to the Medicel acquisition was negotiation of tax-planning documentation for a U.K.-based investor. The purchase, valued at $100 million, further extended the client s presence in the ophthalmic surgical instrument market. Acquisition We represented the Purchaser in the acquisition of 100 percent of the shares of PP Medizintechnik GmbH, a German corporation, from Paragon Secondary Partners L.P. and Gerhard Glufke. The purchase price was 55 million ($74 million). Working with the assistance of German local counsel as necessary, we prepared and negotiated the Share Purchase Agreement and all related closing documents, and reviewed all due diligence in this transaction. Acquisition of Medical Group Halma p.l.c., an international group of technology companies based just outside of London, England, has taken advantage of strategic opportunities to become a world leader in health and safety technologies. For over 25 years, Halma has turned to Dinsmore for counsel on a multitude of acquisitions. When the opportunity recently arose to acquire SunTech Medical Group, a supplier of clinical grade, non-invasive blood pressure monitoring products and technologies, Halma enlisted Dinsmore s help once again. Our team was instrumental in assisting Halma through this challenging $46 million acquisition. The involvement of England-based shareholders selling SunTech enabled us to work on a parallel track alongside Halma s London counsel. While London counsel negotiated key provisions of the share purchase agreement, we handled all of the due diligence for SunTech s U.S.-based operating company and its two Chinese subsidiaries. We drafted the key transactional agreements and relevant corporate documents for the three operating companies. We continuously

4 obtained and reviewed updated disclosure documents and responded to new information and client inquiries. Our team negotiated and drafted documents which met Halma s needs and which reflected the different corporate cultures and approaches of the operating companies and shareholders. Constant communication with local counsel and business officials in London, Shenzhen and Hong Kong, coupled with a thorough understanding of Halma s procedures, ensured we achieved Halma s goals. The successful closing of this transaction enabled Halma to strengthen its Health and Analysis Sector, which already includes Riester, a medical equipment company that supplies blood pressure and vital signs monitors. With Dinsmore s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology. Acquisition of Ophthalmic Surgical Product Company Halma p.l.c., an international group of safety, health, and environmental technology companies based just outside of London, England, continues to pursue strategic growth opportunities, strengthening its position as a world leader in health and safety technologies. For over 25 years, Halma has turned to Dinsmore for counsel on a multitude of acquisitions. When the opportunity recently arose to acquire Microsurgical Technology, a Washingtonbased company that designs, manufactures and markets ophthalmic surgical products, Halma enlisted Dinsmore s help once again. Our team was instrumental in structuring this stock purchase for $57 million in initial consideration with additional payments of up to $43 million, contingent upon future earnings. Because of the size of the transaction, we worked to get Federal Trade Commission approval through filing pre-merger notification in accordance with the Hart- Scott-Rodino Act. During the statutory waiting period, our team of attorneys negotiated and drafted the key transactional agreements and relevant corporate documents while managing comprehensive legal due diligence. Our due diligence efforts, which included extensive intellectual property, benefits, and employment reviews, provided a high level of security over the sellers warranties. Our collaborative approach toward negotiating the transactional agreements protected Halma s interests while helping to maintain goodwill between Halma and the sellers, many of whom will continue to operate the business in Redmond, Washington. Our thorough understanding of Halma s procedures and goals ensured we achieved the best outcome for our client. The successful closing of this transaction enabled Halma to further strengthen its Health and Analysis Sector, which includes other market-leading ophthalmic device businesses: Accutome, Keeler, Medicel, Reister and Volk. With Dinsmore s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology Commercial Foreclosure We manage commercial foreclosures on a multi-state basis for our lender client. Our client expressed a request for a "single-source" provider of legal services as it began to experience defaults in its portfolio. We have developed a process in several states, including New York, Illinois, Indiana, Wisconsin and Michigan where we engage local counsel as necessary to enable our client to pursue its remedies as efficiently as possible. Commercial Loan

5 Acted as Lender's counsel in a $20 million commercial loan financing 28 properties in 3 state. The transaction involved review and analysis of complex legal, title and environmental issues and required great attention to detail on a fast-tracked pace for closing. Commercial Loan We represented our lender client with multiple revolving loans secured by the borrower's interest in government contracts. We worked closely with borrower's counsel to ensure our client obtained a continuing, perfected security interest in the receivables generated by the borrower's performance under the government contracts by working within the statutory framework of the Assignment of Claims Act, the UCC, and available common law rights and remedies. Deed in Lieu of Foreclosure Subsequent to the commencement of foreclosure proceedings against the mortgaged property, we learned that an affiliate of the Mortgagor was involved in a state-court receivership proceeding. The receiver claimed the right to control the property even though the Mortgagor was not directly involved in the receivership. Tenants' needs were not being met. The property faced the prospect of significant deterioration. We negotiated a release from the receiver, put our client in control of tenant issues and, within five months of filing the foreclosure complaint, we secured a deed in lieu of foreclosure. We were able to stabilize the condition of the property by working collaboratively with the borrower and tenants. Halma Acquisitions Growing a business is challenging, even with the opportunities offered by today s global marketplace. Expanding your product and service offerings to your customers requires a strategic vision and focused plan, as well as the resources to pull it all together. Halma, p.l.c., is an international group of technology companies with its headquarters outside of London, England. Halma has worked with Dinsmore for nearly 25 years. In that time, Dinsmore has represented Halma through a multitude of acquisitions, both domestically and abroad, as Halma has grown to become a global leader in health and safety technology. When the opportunity recently arose to acquire two companies to boost Halma s Health and Analysis sector, the company again turned to Dinsmore for counsel. The acquisitions of California-based Sensorex, Inc. and Pennsylvania-based Accutome, Inc., offered myriad challenges. As the deals progressed, it appeared Halma would be able to announce the closings of both transactions to the Stock Exchange on the same day. Our team worked to structure the asset purchase of Sensorex for $37.5 million and the stock purchase of Accutome for an initial payment of $20 million, handling everything from negotiating and drafting the documents to managing the legal due diligence for both transactions. We assisted Halma with the intellectual property, benefits and employment components of each deal and assisted with all details of closing. On the Accutome deal, we were faced with the unique task of sequentially structuring the deal to comply with tax law related to the acquisition of Accutome s Dutch subsidiary. Because of the tax implications of acquiring a subsidiary through one Halma affiliate, while acquiring the parent company through another affiliate, we were asked to ensure that the transaction involving the subsidiary was closed before the U.S. transaction was

6 completed. This required that we coordinate compliance with Dutch requirements in real time, in order to complete the transaction prior to opening of the European markets. Accutome is primarily known for designing diagnostic equipment used to identify eye conditions and for innovative surgical instruments. Sensorex, a manufacturer of electrochemical water sensors, will enable Halma to enhance its water analysis and water quality programs. Assisted by Dinsmore s counsel, Halma continues to grow and expand its product offerings to clients and position itself as an industry leader. Industrial Reality Group - Goodyear Syndicated Loan Represented US Bank as arranging bank in syndicated loan of $45 million to Industrial Reality Group as borrower for redevelopment of Goodyear Tire & Rubber Company's Research and Development facility. The bank made the loan through the bond acquisitions. Dinsmore guided the loan and due diligence process, utilizing our experience in complex commercial real estate transactions to ensure the bond document and loan document provisions were in sync to mitigate potential risk to client. Loan Refinance We represented our national bank client in a multi-state loan transaction of $42.5M to five related-entity borrowers. The loan was secured by five multi-family apartment complexes located in Ohio, Kentucky and Texas. Our services included preparing and negotiating loan documents which incorporated provisions specific to each jurisdiction. We reviewed title and survey for each property, all due diligence items, and facilitated the closing process with the title company. We were able to handle this multi-state transaction efficiently by using our network of local counsel and state-specific documents. Loan Transaction for Construction of a Mixed Use Development We represented a public bank as the lender in a complex loan transaction for the purposes of constructing a mixed use development within a specially-designated community improvement district (CID) in Missouri. We counseled the lender throughout the transaction, including performing title and survey review and preparing all of the applicable loan documents. Additionally, we also negotiated with several of the construction project contractors, including the architect, to expedite the transaction. In addition to traditional zoning requirements, we also had to ensure the project met the CID requirements before completing the loan, which included additional review of regulations and heightened negotiations with the title insurance company. The transaction was ultimately completed to enable the project to efficiently move forward. Loan Transaction Involving Refinancing of an Office Building We represented a commercial lender in a loan transaction for the refinancing of an office building in Maryland. We advised the client at all steps of the process, including due diligence, negotiation of documents and the closing. We also had to incorporate several state-specific provisions into the documents to account for Maryland s unique deed of trust laws. The borrower (our client s customer) also sought an unusually quick closing date, causing our team to expedite the process and work around the clock to meet their deadline. The transaction was completed efficiently, enabling the borrower to move forward. Multi-State Commercial Loan Acted as lender's counsel in connection with a $40 million loan for the financing of 32 gas stations in 4 states. The transaction involved review and analysis of complex legal, title and environmental issues and required great attention to detail on a fast-tracked pace for closing.

7 Purchase of Assets We represented the purchaser of substantially all of the assets of Oerlikon Optics U.S.A., the U.S. operating arm of OC Oerlikon Management AG, a Swiss corporation. The purchase price was $6,200,000, with certain adjustments. A critical component of the transaction was the negotiation of a technology license agreement with the Swiss parent. Technology issues were negotiated with the Swiss entity and added a level of heightened complexity to the transaction. Purchase of Membership Interests Purchase of 100 percent of the membership interests of SphereOptics, LLC, a New Hampshire limited liability company. SphereOptics, in turn owned 100 percent of the ownership interests of SphereOptics SARL, a French company, and 10 percent of the ownership interests of SphereOptics GmbH, a German company. The initial purchase price plus an earn-out payment totaled $6 million. Closing date was January 19, The French and German interests required heightened due diligence and negotiation of specific representations and warranties, which we achieved with the assistance of local counsel. The French component involved last-minute tax planning to minimize the effects on French executives. Stock Purchase Dinsmore & Shohl represented our client, a British public company with operations in the sectors of infrastructure sensors, Health and Analysis and industrial safety, in a multi-million stock purchase transaction. The transaction involved review and analysis of issues involving intellectual property, employee benefits, real property, labor and employment and corporate formation. Strategic Acquisition of a Pump Manufacturer with Operations in China and the U.S. A global marketplace has increased opportunities for businesses to expand their offerings, and taking advantage of these opportunities can be the deciding factor in a company s long-term success. Halma p.l.c (Halma), one of the world leaders in health and safety technologies, has consistently sought strategic acquisitions to strengthen their business, and they turned to Dinsmore to counsel them through their latest transaction. We represented Halma through the share purchase of Thinketron Precision Equipment Company Limited, which included its subsidiaries, the China-based Baoding Longer Precision Pump and the U.S.-based Langer Instruments Corporation. The company manufactures and markets peristaltic, syringe and gear pumps used in laboratory, medical and industrial settings. We served as primary deal counsel throughout the transaction, performing due diligence, drafting all related documentation and handling the closing. The transaction, which was valued at approximately $34 million, was heavily negotiated and featured challenges in complying with the myriad of Chinese regulations regarding share transfers and corporate governance. Additionally, we also managed a large team of local counsel, ensuring Halma s objectives were met at each step of the process. Upon completion, the transaction was Halma s first major acquisition in China, and significantly strengthened their offerings in health and safety technology. Publications May 31, 2016

8 Fast-Track Foreclosure: HB 463 Ohio s Overdue Answer to Vacant and Abandoned Homes October 28, 2013 Options to Repurchase Property A Cautionary Tale on Drafting September 30, 2013 Cognovit Provisions in Commercial Loan Documents: Enforceability Limited? June 13, 2012 Maryland Indemnity Deeds of Trust A Closed Loophole? December 1, 2011 Lead-Based Paint: What Lenders Should Know About Pre-1978 Housing June 3, 2011 Top 10 Tips to Consider in a Cross-Border M&A January 25, 2011 Lender Liability and the Exception to CERCLA