| Practice Description: Mr. Semmelhack concentrates his practice in finance, corporate and real estate transactional law.|
He has broad experience in negotiating and drafting diverse and complex commercial and industrial and real estate loan documents (both from a lender and borrower perspective), including commercial mortgage backed securities and participation agreements, and negotiating and drafting diverse and complex construction loan and commercial loan and credit facility documents, including asset based and equipment financing, and loan purchase and sale agreements, and loan modifications. He also has broad experience in general corporate and commercial law, including stock and asset sales, mergers and acquisitions, combinations and structuring of companies. He has negotiated and drafted complex commercial contracts, including manufacturing, procurement, servicing, supplier, employment, consulting, sales representative, equipment leasing, development, distribution, non-disclosure and intellectual property agreements; and purchase order and invoice terms and conditions of purchase.
On behalf of his diverse clientele, Mr. Semmelhack has been involved in the creation and documentation of corporations, trade associations, limited liability companies, limited partnerships and partnerships; securities law involving private placements; and corporate governance. He has extensive experience in equipment leasing and financing, Articles 2 and 9 of the Uniform Commercial Code, creditor's rights and bankruptcy law, intellectual property as it pertains to licensing, including computer software, trademark and copyright, web hosting and web consulting areas and agreements pertaining thereto, and antitrust and labor law.
Mr. Semmelhack's extensive real estate practice includes sales and acquisitions and financing of real estate; structuring of complex real estate transactions; construction and developer issues, including condominium development; title, zoning and survey issues; negotiating and drafting diverse and complex commercial real estate purchase and sale agreements, leases, ground leases, mortgages, assignments of rents and leases, waiver and estoppel agreements, options, easements and similar documentation; and in negotiating commercial, office and retail leases.
He also has extensive experience in real estate financing and negotiating mortgage loan documents, including commercial mortgage backed securities.
Notable Cases and Results:
- Lead negotiation and drafting of commercial loan documents for Chicago lender for $8.5 million financing of the purchase of office complex near Chicago's O'Hare Airport.
- Lead negotiation and drafting of loan documentation for lender for $15 million commercial real estate mortgage involving commercial mortgage backed securities, including negotiation and drafting of Mortgage, Promissory Note, Assignment of Rents and Leases, Environmental Indemnity Agreement, Guaranty of Recourse Obligations, Asbestos Operations and Maintenance Agreement, Escrow Agreement, Subordination Agreement, Lock Box Agreement and other ancillary documents.
- Lead negotiation for lender in loan participation involving $25 million credit facility backed by mortgages against franchisee restaurants in four states.
- Lead negotiation for lender in direct loan for $15 million for franchisee financing the purchase of equipment and the development of restaurant sites for its franchise business. Real estate aspects of loan transaction involved multiple takedowns and placements of mortgages in five states.
- Lead negotiation for Chicago lender to protect lender's security interests in real estate at office complex, where borrower sought to lease through easements entire roof to cell phone tower operators, including negotiation of all documentation.
- Lead negotiation for Chicago lender of $6.5 million financing of purchase and development of land in Florida for shopping center, including construction loan and end financing.
- Served as primary attorney with respect to the $6 million sale of part of the real estate at a manufacturing facility in Illinois, which involved the sharing of facilities between Seller and Buyer, complex cross easement agreements, and division of land and zoning issues.
- Lead negotiation for the Restaurant Finance Group of a bank vendor financing company with respect to loan facilities for the purchase and construction of franchise locations for Applebee's and KFC franchises throughout country.
- Lead negotiation for the sale of loans and mortgages by Restaurant Finance Group of a bank vendor financing company to other lenders.
- Acted as lead counsel in the negotiation and drafting of Asset Purchase Agreement and Real Estate Sale Contract for the sale of a $9 million aluminum smelting plant in Alabama. As Seller was a Chapter 7 Debtor in bankruptcy, work entailed extensive involvement with bankruptcy court regarding approvals of the court and extensive negotiation with Seller's creditors regarding their approval of the sale.
- Lead negotiation and drafting of documentation for $29 million Credit Facility for publicly traded contract manufacturing company and subsidiaries, including negotiation and drafting of Loan and Security Agreement and Schedules thereto, Promissory Notes, Joint and Several Guarantees, Subordination Agreements, Indemnity Agreements and Landlord Waivers, along with other corporate documentation and consents, including director consents.
- Lead negotiation of complex asset purchase of distribution facility in Ohio, including negotiation and drafting of Joint Venture Agreement, Asset Purchase Agreement, Management Services Agreement, purchase of real estate, and negotiation of terms of Credit Facility.
- Lead negotiation and drafting of various diverse and complex real estate purchase and development contracts for various real estate developers regarding the multiple takedown of real estate and negotiation of financings therefore.
- Lead negotiation for various landlord and tenant clients of all aspects of their commercial, office and retail leases, including co-tenancy issues.
- Serve as counsel to a number of developers with respect to their purchase and sale of real estate, financing thereof, and development thereof, including condominium development.
- Serve as a primary attorney with respect to negotiation and drafting of equipment leases and financing, including negotiation and drafting of loan documentation with respect to leveraged leases, including Notes, Security Agreements, Collateral Assignments and Notices of Assignment. Extensive involvement with UCC Article 9.
- Lead negotiation of Asset Sale Agreement for $7 million sale of Chicago division of large, diversified consulting company.
- Lead negotiation of multiple Stock Purchase Agreements for the $5 million purchase all the stock in various filter manufacturing companies in Indiana.
- Acted as lead counsel in the negotiation and drafting of complex Limited Liability Company Agreement, which assembled 12 distributors of a major restaurant chain seeking various economies of scale with respect to information technology.
- Lead negotiation and drafting of Facilities and Data Processing Management Services Outsourcing Agreement for major client, providing for the outsourcing of all of the operation, maintenance, management and processing of client's computer system to a third party.
Year of Birth: 1960
Law School: University of Wisconsin Law School, J.D., 1985
Law School Honors/Involvement:
Law Journal: Senior Editor and Writer (1983-1985)
Undergraduate School: Northwestern University, B.A, economics, 1982
Undergraduate School Honors/Involvement: With distinction
Bar/Professional Association Involvement:
Chicago Bar Association
Awards; Honors; Distinctions:
Illinois Leading Lawyers, 2010-2017
Illinois Super Lawyers, 2012-2013
More than one third of Howard & Howard's lawyers had business careers before choosing to become lawyers, which means we have more lawyers with first-hand business experience than other firms our size. In fact, we operate our firm as a business. That perspective is valuable to our clients: coming from business makes working for business second nature to us.
We focus on providing value and core legal specialties to our clients that are crucial to modern business success. In turn, our growth and client attraction has come from our reputation for creativity, practicality and providing solutions in a cost-conscious environment. We are innovative in the fee arrangements and flexible billing structures we offer. We understand the relationship between fees and objectives, measuring our success by how much we improve a client's bottom line.
Additional Office Locations:
Royal Oak, Michigan
Ann Arbor, Michigan
Las Vegas, Nevada