Mike Dailey combines his extensive legal experience with strategic business sense in order to help his clients navigate the many complex legal and business issues that challenge their organizations. Mike counsels clients within the public, private, and non-profit sectors in a variety of industries including banking, healthcare, manufacturing, consumer products, and various service industries. His corporate practice focuses primarily in the areas of mergers and acquisitions, corporate finance, capital raising (debt and equity), and bank regulatory compliance. He advises boards of directors and senior management teams on all aspects of the acquisition/sale process including diligence and disclosure, working with investment bankers, transaction structure, negotiating deal points and documents, transaction financing and post acquisition planning.
Mike was recognized in the 2010 The Legal 500 as a "Leading Lawyer" in Mergers, Acquisitions and Buyouts: Middle Market (sub-$500M). Prior to joining Dinsmore & Shohl, he was a national bank examiner with the Office of the Comptroller of the Currency. Mike also serves on the firm's Recruiting and Associate Evaluation Committees.
Memberships & Affiliations
· America Bar Association
· Ohio State Bar Association
· Cincinnati Bar Association
· Cincinnati Academy of Leadership for Lawyers
· Board of Directors New Edgecliff Theatre
· St. Joseph Orphanage, Board of Advisors
Distinctions
· Selected for the Ohio Rising Stars® List
· Recommended for Mergers, Acquisitions and Buyouts by The Legal 500 United States
Experience
Sale / Merger
Exchange Bancshares, Inc.
Sale / merger of $150 million bank holding company
Sale and Merger of Bank
Ripley National Bank
Sale and merger of $50 million national bank
Mergers & Acquisitions
Health Services of the Virginias (f/k/a Bluefield Regional Medical Center)
Sale of substantially all the assets of Bluefield Regional Medical Center related to an acute care hospital located in Bluefield, WV, together with certain related health care related facilities and services. The transaction was valued at approximately $100,000,000 and closed in October, 2010.
Representation of British Software and Technology Companies
Multiple British/U.K. Software and Technology Licensors
Representation of British software and technology companies for U.S. licenses and agreements, tax, employment, immigration, entity formation, leasing and related matters
Sale of Companies through Chapter 11 Plan of Reorganization
The Wornick Companies
Acted as lead counsel for debtor in Chapter 11 bankruptcy proceedings, including sale of debtor companies to bondholders through a Chapter 11 Plan of Reorganization
Tax-Exempt Financing
Cincinnati Children's Hospital Medical Center
Represented Cincinnati Children's Hospital Medical Center in connection with a $30,000,000 tax-exempt bank qualified bond financing through Hamilton County, Ohio Hospital Commission. Transaction closed in November, 2010.
Tax-Exempt Financing
Elizabeth Gamble Deaconess Home Association
Represented Elizabeth Gamble Deaconess Home Association in connection with a $29,500,000 tax-exempt variable rate bond financing through Hamilton County, Ohio Hospital Commission.
Sale of Company in Connection with Chapter 11 Restructuring
MI 2009 Inc. (f/k/a Milacron Inc.)
Represented debtor as lead counsel in Chapter 11 proceedings, including sale of company and its subsidiaries in connection with Chapter 11 restructuring
Tax-Exempt Financing
The Christ Hospital
Represented The Christ Hospital in connection with a $30,000,000 tax-exempt bank qualified bond financing through Hamilton County, Ohio Hospital Commission. Transaction closed in December, 2010.
Commercial Lending
Cincinnati Children's Hospital Medical Center
Represented Cincinnati Children's Hospital Medical Center in connection with a $40,000,000 unsecured line of credit. Transaction closed in February, 2011.
Commercial Lending
The Christ Hospital
Represented The Christ Hospital in connection with an $80,000,000 secured revolving line of credit. Transaction closed December, 2010.
Acquisition
Semi-Conductor Processing Equipment Manufacturer
Acquisition of factory assets and operations in the Peoples Republic of China
Bankruptcy Emergence, Corporate Restructuring and Financing
Huffy Corporation
$75,000,000 bankruptcy emergence, corporate restructuring and financing for designer, importer and distributor of bicycles and golf equipment
Commercial Loan Refinancing
Huffy Corporation
Hospital Revenue Refunding and Improvement Bonds, 2009 Series A
Charleston Area Medical Center, Inc.
Represented Charleston Area Medical Center, Inc. with respect to West Virginia Hospital Finance Authority $179,925,000 Hospital Revenue Refunding and Improvement Bonds, 2009 Series A
Internal Reorganization
Huffy Corporation
Internal reorganization of designer, importer and distributor of bicycles and golf products
Corporate Formation; Merger; Issuance and Sale of Preferred Stock in Venture Capital Transaction
Mersive Technologies, Inc.
Formation and subsequent merger of corporation with limited liability company, and issuance of stock in a venture capital transaction for a technology development firm
Financing the Future
Castellini Group of Companies
Pairing experienced legal counsel with a holistic approach to financing investments, improvements and expansions.
Publications
April 19, 2012, JOBS Act Reduces Capital Raising Burdens
October 21, 2008, Regulatory Capital Impact of Change in Tax Treatment for Losses on Fannie Mae and Freddie Mac Preferred
June 2, 2006, Protecting the Bank
September 23, 2005, Update on Enforcement of Regulation FD - Securities and Exchange Commission v. Seibel Systems, Inc., et. al.
May 13, 2005, Due Diligence
April 18, 2005, Earnings Guidance Reaffirmation Triggers SEC Sanctions and Civil Money Penalties for Violation of Regulation FD
May 15, 1999, Preemption of State Court Class Action Claims for Securities Fraud: Should Federal Law Trump?, University of Cincinnati Law Review, Vol. 67-2, 1999