Dave focuses his practice on commercial transactions, finance and lending (representing both borrowers and lenders), and business acquisitions and divestitures. Dave serves a wide range of clients from Fortune 500 companies to sole proprietors and individual clients. He believes that active involvement with each client is one of the keys to success.

Dave strives to get to know each client’s individual needs and goals. While clients may have similar goals, they may for a variety of reasons need to take different paths to successfully achieve their goals. Dave works directly with each client to identify and establish a path to success for each client.

Commercial Transactions

• Dave negotiated numerous supply agreements on behalf of a Fortune 500 company.
• Dave assisted and advised clients on various procurement agreements.

Finance and Lending

• Dave served as special Ohio legal counsel to the Ohio Department of Development in connection with its Chapter 166 Direct Loan Program, Innovation Ohio Loan Program, and Research & Development Loan Program, handling more than 50 loans.
• Dave advised commercial lenders and borrowers in various loan arrangements, including term loans, revolving loans, asset based loans and other credit facilities.
• Dave assisted a Fortune 500 company with sale of accounts receivables.
• Dave represented a local manufacturing company in a successful bond financing.

Mergers and Acquisitions

• Dave assisted a local store fixture manufacturer in the negotiation and sale of its business to a Fortune 500 company.
• Dave represented a national elevator company in the acquisitions of the assets of several elevator related businesses.

Leasing

• Dave successfully negotiated leases for warehouse and manufacturing space of large and small landlords and tenants.
• Dave assisted large and small companies with commercial equipment lease facilities.

RCO Law advises Momentum Aviation Holdings, Inc. on the acquisition of Carpenter Avionics, Inc.

Smyrna, Tennessee, November 20, 2014 - Momentum Aviation Holdings, Inc. announced today that it has acquired Carpenter Avionics, Inc., an award-winning, privately held aviation service company based in the Nashville area. Carpenter Avionics is an authorized FAA Repair Station that sells, installs and maintains avionics systems for general aviation aircraft, including business jets, twin turboprops and single-engine piston airplanes. Carpenter Avionics has served customers across the county and internationally for more than 33 years.

“After an extensive nationwide search, we concluded that Carpenter Avionics would be the ideal foundation upon which to build and grow our business and serve customers,” said Mark Lee, President of Momentum Aviation Holdings. “I am elated with the opportunity to return to Nashville and begin working with this talented team. We will combine Carpenter Avionics’ sterling reputation and proven practices with new innovation to continue to be the aircraft service center customers trust for years to come.”

Momentum Aviation Holdings acquired 100% of the outstanding shares of stock of Carpenter Avionics. Robison, Curphey & O’Connell, LLC, a full-service law firm based in Toledo, Ohio served as legal counsel and advisor to Momentum Aviation Holdings.

Creative Alternatives to Debt Restructuring

Issue
The client acquired a struggling manufacturing business with the hopes of turning it around. After several years of operation, the client determined that new equipment, and a refinancing of its existing debt structure would be necessary. However, the current lender was unwilling to make the additional loans needed for the equipment. 

Our Approach
We worked with the client in finding a lender who was willing not only to refinance the outstanding loans, but also to extend additional loans for new equipment. But the new lender conditioned the new loans on a requirement that the client’s primary shareholders make a substantial seven-figure equity contribution to the business. Although the shareholders could lose their entire equity contribution should the business fail, the client seemingly had no other viable choice but to make the contribution to get the loans. 

Committed to protecting our client’s best interests, we presented the lender with an alternative. In addition to the new loans already anticipated, we proposed that the lender make another loan in the amount of the equity contribution. The promissory note for the “equity” loan was then purchased from the lender by the two shareholders, thus requiring no additional outlay by the lender, while still achieving the lender’s requirement for an additional cash infusion into the business. 

Result
Ultimately, the client’s business failed and went into bankruptcy. The lender collected on its first loans in full, and on most of the “equity” loan, which monies were then paid to the shareholders who had purchased the note. As a result of our restructuring proposal, we were able to save the client’s shareholders millions of dollars which would have all been lost had they made the equity contribution as originally proposed.