David D. Black, a partner with Cavitch, focuses his practice primarily on commercial transactions with an emphasis on secured transactions, financing, and creditors’ rights. His extensive background includes helping closely-held businesses with mergers, acquisitions and dispositions and representing businesses and banks in reorganizations and liquidations.
Some of David’s representative transactions are shown below. To contact David and discus your unique needs, please call (216) 621-7860 or e-mail him at dblack@cavitch.com.
Finance Matters
- Represented private equity lender providing $40 million of non-syndicated private financing for construction of office, hotel, and retail complex to be constructed in the East Flats area in Cleveland, Ohio. Acted as lead negotiator for client in a financing stack involving nearly $200 million of public and private funds with shared collateral and negotiated inter-creditor agreements between multiple parties.
- Represented borrower in relation to $45 million credit facility used to acquire membership shares and make additional capital contributions with respect to a multiple-territory malt beverage wholesale distributorship. Unique licensing restrictions required negotiation of agreement with lender to limit security to the right to receive distributions to equity holders.
- Represented significant regional manufacturer in a $31 million financial restructuring with primary and mezzanine facilities. Resolved complex security issues involving international subsidiaries and environmental issues to allow client to return to profitability.
- Represented bank in negotiating and closing $22 million credit facility comprised of multiple loans to separate parties secured by dissimilar collateral to refinance above-market debt and provide additional liquidity to facilitate transition of profitable businesses to next generation ownership.
- Bank and bond counsel for assignment and assumption transaction involving multiple taxable and tax-exempt facilities. Provided bond opinion approving substitution of buyer as conduit borrower with respect to two tax-exempt industrial revenue bonds.
- Underwriters’ counsel to UBS Financial Services Inc. with respect to a Pennsylvania Higher Education Assistance Agency student loan revenue bonds issue totaling $171 million. 50-state blue sky opinion with qualification in several states.
- Counsel to various clients with respect to private equity matters under SEC rules.
- Workout counsel for related borrowers holding various hotel franchise flags. Negotiated liquidation of under-performing assets and secured financing sufficient to consolidate all debt and allow for return to profitability.
- As bank counsel, successfully restructured multiple letter of credit backed bonds into conventional credit facilities, allowing borrowers to continue operating their businesses.
Mergers and Acquisitions
- Represented a manufacturer in a series of asset purchases allowing the client to establish itself as the undisputed leader in its industry. Purchases took place during banking downturn and required extensive negotiation with distressed sellers, lienholders holding an interest in the sellers’ assets, and with client’s own bank.
- Represented the seller in its acquisition by a worldwide industrial services company. The seller was a privately-held, Ohio-based company that was one of the United States’ leading producers of specialty additives used by steelmakers in the ladle refining of molten steel.
- Represented the seller, a leading provider of customized insurance tracking programs and lender-placed insurance products to the mortgage industry, in its acquisition by the world's 10th largest insurance and risk management intermediary.
- Represented minority stakeholder and related parties with respect to fully-leveraged acquisition of majority interest in a malt beverage wholesaler, reorganization and development of manager-managed LLC involving wholesaler development subsidiary as a non-managing minority member, and highly leveraged acquisition of additional wholesale territory.
- Represented buyer in stock purchase of concrete and trucking companies from Oglebay Norton Company. Included IRC § 338(h)(10) election, complex long-term sublease of a portion of a ship terminal, and long-term raw materials requirements contract with price controls that gave the client a comparative advantage over regional competitors.
- Represented shareholders with respect to dissolution and sale of select assets of closely-held corporation to a group of related and unrelated buyers. The sale was highly structured to allow the clients to minimize tax consequences with respect to highly-appreciated assets held by seller, a Subchapter C corporation.
- Helped regional plastics manufacturer obtain minority stake in emerging California health food company holding certain intellectual property rights in exchange for long-term requirements contract that gives the client exclusive rights to develop, market and supply target company’s product to global food and beverage industry. Negotiated new operating agreement for target company giving client significant control and exit rights, developed employment contracts and bonus structure for executives, and convinced target to domesticate from California to Delaware.
- Advised multiple clients through wind-down under distressed circumstances with negotiated settlement of secured and unsecured debt.
Other Corporate Matters
- Counsels clients and forms corporate entities designed to best suit the client’s needs.
- Represents owners and management negotiating employment contracts and confidentiality agreements for key employees.
- Represents creditors with respect to bankruptcy matters, including relief from automatic stay, preference claims, fraudulent transfers, proofs of claim, and reclamation actions.
He is a member of the American Bar Association, the Turnaround Management Association and is listed in The Bond Buyer’s Municipal Marketplace (“The Red Book”).
David received his Bachelor of Arts degree from the University of Washington and his Juris Doctor degree from the University of Notre Dame Law School. He was Assistant County Attorney in Erie County, Pennsylvania and Solicitor for the County’s Redevelopment Authority. He served in the U.S. Marine Corps from 1988 until 1995.
