Real Estate, Zoning and Construction 

• Local counsel to multi-national technology company in its site acquisition, zoning, title and lease matters for $1.5 billion air hub project.

• Local counsel to multiple national developers of industrial and distribution facilities up to 1 mil. sf, including negotiation of purchase agreements, zoning approvals, streams and wetlands mitigation, title and survey review and clearance, coordination of closing and title issuance, incentives negotiation, and subsequent leasing and disposition.

• General counsel to developer of 15 medical office buildings, including ground leased projects. 

• Represent regional developer of neighborhood shopping centers in joint venture agreement with national grocer for development of outlots with inline centers, leasing and tenant disputes, financing and disposition.

• Developer’s counsel for redevelopment of a historic 15-story office building in downtown Cincinnati into 88 apartments and four stories of offices, which included financing through a HUD-insured loan, City of Cincinnati grants and loans, and federal and state historic tax credits.

• Developer’s counsel for 150-lot residential and mixed-use subdivision, including negotiating development agreement with local municipality, lot take-down agreements with national builders, financing and HOA formation.

• Developer’s counsel for the development of a master planned development in Northern Kentucky containing professional and residential condominiums, landominiums, and retail facilities.

• Counsel to hospital system in its lease of multiple build-to-suit medical office buildings in Kentucky and Ohio.

• Counsel to hospital system in its purchase of real property for the construction of air care facilities in Ohio and Kentucky, including zoning compliance.

• Counsel to bank in its negotiation of build-to-suit leases for bank branches in Northern Kentucky.

• Represent individual real estate investor in the purchase of multiple Ohio triple net (NNN) leased properties with national tenants as part of Section 1031 like-kind exchange trades.

• Successfully represented national retail warehouse club before Boone County, Kentucky Planning Commission and the City of Florence in its zoning application to permit the first and only fuel center in the core of the protected Houston-Donaldson Study Area after multiple pre-representation efforts failed.

• Successfully represented owner of North America’s largest drywall manufacturing facility in its appeal of a zoning map amendment denial by the City of Silver Grove, Kentucky after initial recommendation of approval by the Campbell County Planning Commission.

• Represented national real estate investor in subdivision of inline retail center to permit separate sale of portion with national credit, medical-user from smaller, neighborhood shopping center tenant-type portion, including addressing related zoning and subdivision ordinances and building code issues with local planning commission.

• Represented national builder in lot purchase agreements with developer of West Chester, Ohio residential development and establishment of use restrictions, easements and sub-homeowners’ association.

• Represented multiple homebuilders and subcontractors in disputes related to alleged home construction defects, delays, change orders, and collection and lien matters.

• Represented builders and owners in negotiation of AIA construction agreements.

• Represent architectural firms in negotiation of AIA and other professional services agreements.

We have represented business owners and management across a wide spectrum of industries our entire careers. Our representation includes serving as outside general counsel, where we are an ongoing partner with ownership and senior managements on legal and related business issues, or being brought in by in-house counsel or the client’s CPA to assist on an as-needed basis with litigation and important transactions, such as acquisitions and divestitures and business succession planning, or as local counsel. Our attorneys include a former chair of the Kentucky Bar Association’s Business Law Section, author of amendments to Kentucky’s Business Corporation Act and frequent presenter at attorney continuing education seminars on LLCs and other business law matters, as well as former in-house senior corporate counsel to a public company, and two CEOs.

Our lawyers have represented community and regional banks and private money lenders making commercial loans for over 30 years, including taxable bond issues, working capital lines of credit, equipment loans and leasing, mezzanine, asset-based lending, and construction and real estate development loans, as well as collections and foreclosures. In addition, we have unique expertise in community bank formation and governance. Similarly, we represent borrowers with traditional commercial lending and life insurance company and government-backed loans, and companies financing operations through the issuance of debt and equity. We also represent sponsors and accredited investors in private placement offerings of securities issued under Regulation D of the Securities Act of 1933. 

• Actively involved in the formation of four newly chartered (“de novo”) banks in Greater Cincinnati / Northern Kentucky.

• Outside general counsel to successful community bank with 19 branches in Kentucky and Ohio.

• Local counsel to Pennsylvania-based borrower with multiple Ohio plants in $150+ million credit facility, acquisition of adjoining real property, and effecting merger under Ohio law.

• Represented federal agency in review of its updated multifamily mortgage and guaranty forms for compliance with Kentucky law.

• Borrower’s counsel to owner and operator of assisted living facilities in acquisition, bridge and permanent financing, including Fannie Mae and HUD’s FHA 232 / 223(f) loans.

• Borrower’s counsel to owner and operator of multifamily apartment and assisted living facility projects, including Fannie Mae, Freddie Mac and FHA 207 / 223(a)(7) and 223(f) loans.

• Sponsor’s / Issuer’s counsel in $15 million private placement under Regulation D (“Reg D”) of the federal securities laws to purchase multifamily projects.

• Sponsor’s / Issuer’s counsel in establishing fund through private placement under Reg D to acquire underperforming properties, add value, and then liquidate.

• Sponsor’s / Issuer’s counsel in $12 million private placement under Reg D to fund online retailer.

• Sponsor’s / Issuer’s counsel in sale of interests to fund the purchase of triple net (NNN) leased properties.

• Issuer’s counsel in sale of $5 million in unsecured convertible promissory notes.

• Represent private equipment leasing company affiliated with large equipment dealer in numerous equipment finance leases up to $15 million in value.

An important component of our practice representing successful business owners, banks and professionals includes assisting our clients with their personal asset protection and estate planning and administration. We have developed a particular expertise in partnering with client CPAs and financial planners on business succession plans.  Our attorneys include a co-author of the chapter on “Wealth Transfer Planning Using Family Partnerships and LLCs” in the premier Kentucky legal publisher’s “Business Succession Planning” monograph.