Jesse Ryan Loffler

Represented FNCB Bancorp, Inc. in its merger of equals with Peoples Financial Services Corporation (NASDAQ: PFIS) and the merger of First National Community Bank with Peoples Security Bank and Trust Company in a stock-for-stock transaction valued at approximately $150 million. This transaction drew on the experience of the firm's corporate, tax, employee benefits and executive compensation, labor and employment, commercial litigation, and environmental attorneys.

Represented a ground lessor in litigation over a complex rent reset involving multiple parcels of property, with separate owners beneath a single Manhattan skyscraper, where leasing in building could not support debt service and reset rent and the subtenant building manager ceased operations during the COVID-19 pandemic.

Represented a mezzanine lender in litigation with borrowers, guarantors, and a senior lender involving a hotel shuttered during the COVID-19 pandemic where borrowers and guarantors cooperated with the senior lender in foreclosing and consequently affected mezzanine lender's ability to exercise rights.

Represented borrowers and guarantors where the tenant occupant of an entire building merged with another entity and relocated its headquarters, leaving the borrower with an empty building and causing senior and mezzanine lenders to declare defaults.

Counseled a construction and real estate lender regarding risks involving underwriting assets and development in changing market conditions.

Secured a favorable post-trial decision on behalf of an insurance company as defendant in an Unfair Trade Practices and Consumer Protection Law ("UTPCPL") case after a 2-day bench trial. This victory marked the final stage in a multi-year litigation in which most causes of action dismissed at the judgment on the pleadings and summary judgment stages. The remaining two claims centered on the plaintiff's allegation that he was sold a fraudulent and misleading product, and the court found in the client's favor on every issue. This result was affirmed by the Pennsylvania Superior Court and again by the Pennsylvania Supreme Court.

Secured a unanimous appellate victory in New York state court, allowing a case brought under New York's Debtor & Creditor Law and common law to move forward after six years of litigation. In its ruling, the Appellate Division reversed the trial court's denial of our client's motion for summary judgment on various statutory causes of action asserted in the complaint and its grant of the defendants' cross-motion seeking dismissal of the entire complaint. Further, the Appellate Division granted our client's motion for summary judgment as to liability for certain interest payments and a related-party security interest, and denied defendants' cross-motion, thereby reinstating not only the complaint but also the client's cause of action for legal fees under the Debtor & Creditor Law.

Represented United Hydrogen Group, Inc., a Pittsburgh-based, vertically integrated supplier of hydrogen to the automotive fuel cell and industrial markets throughout the United States, in its sale to Plug Power, Inc. (NYSE: PLUG), a provider of hydrogen engines and fueling solutions enabling e-mobility. The transaction involved the sale of a manufacturing plant in southeast Tennessee, corporate headquarters in Pennsylvania, and property in California. The majority of UHG's shareholders are Czech Republic individuals and corporations. The transaction drew on the experience of the firm's corporate, real estate, tax, commercial litigation, and environmental attorneys.

Represented an end-to-end population health management firm in its initial phase of a staged acquisition of a direct primary care provider. This transaction drew on the experience of the firm's corporate, health care, insurance corporate and regulatory, tax, commercial litigation, employee benefits and executive compensation, labor and employment, and intellectual property attorneys.

Assisted in obtaining a major First Amendment victory before the Supreme Court of the United States in Manhattan Community Access Corporation v. Halleck. The Supreme Court reversed the U.S. Court of Appeals for the Second Circuit and held that a private company that, among other things, operates the public access channels in Manhattan, was not a "state actor" and therefore not subject to liability under the First Amendment. The Court clarified its tests for when private parties can be found to be "state actors" and thus subject to constitutional liability.

Represented a publicly traded waste management company in the sale of substantially all of its assets, valued at approximately $80 million, to a private equity fund. This complex transaction drew on the experience of the firm's corporate, tax, employee benefits and executive compensation, labor and employment, commercial litigation, real estate, and utilities, energy, and environmental attorneys.

Represented a publicly traded company in the closing of its placement of senior secured convertible notes with an initial principal amount of $5.4 million, and warrants for the purchase of an aggregate of 4,532,500 shares of common stock having a per share purchase price of $0.60, which resulted in gross proceeds to the company of $4.9 million (including a $300,000 offset of certain of the company's outstanding indebtedness). On the closing date, the company also fully satisfied its outstanding obligations under its prior credit facility with its lender in an amount of approximately 8.7 million dollars.