Experience
Breach of Fiduciary Duties Relating to Life Insurance Polices
We brought this case on behalf of a Trust against a broker and the financial services company employing the broker. Our client claimed that the broker and the company had breached multiple duties in advising the Trust to surrender millions of dollars in life insurance policies. The case took place in FINRA arbitration. After substantial document and witness discovery, including expert witnesses on the duties of broker-dealers, the duties of insurance agents, and handwriting analysis, we were able to obtain a very favorable monetary settlement for our client.
Representation of Denominational Foundation and Trust Company
Representation of 200-year old, $1.6 billion denominational foundation, with wholly-owned trust company on issues pertaining to structure, governance, trust, endowments, charitable gift annuities, mutual funds, registered investment adviser issues, and employment matters
Representation of Supplemental Insurance and Benefits Company
Kentucky representation of major supplemental insurance and benefits company, including regulatory work, arbitrations, advertising issues and defense of lawsuits
Membership purchase agreement of media holding company subsidiary
We served as transaction counsel in advising the seller in the sale of the membership interests in iNet Interactive, LLC to Penton Media. iNet is an information services company and Dinsmore leveraged our experience in representing technology and information services companies to advise the seller at every phase of the transaction, including the selection and negotiation of an investment banker, managing the auction process, structuring the transaction, negotiating the transaction documents, advising on tax related matters, due diligence preparation, and closing the transaction, all to the satisfaction of our client.
Representation of Institution of Higher Education
Representation of theological institution and institution’s board on major contract, corporate and senior management issues
Inversion transaction and cross-border asset sale
We advised a U.S. company that is owned by a European resident with multiple operating companies in Europe on an inversion transaction and cross-border asset sale. The company’s earnings were subject to U.S. taxes, and our role was to remove the U.S. company from the ownership structure and make the operating companies subsidiaries of a foreign parent company, thereby reducing the U.S. taxes. Previously, we advised the client on the related U.S. tax aspects of a loan transaction and refinancing of the European subsidiaries.
General Representation
I have been involved in the formation and growth by syndication, bank financing, zoning and other legal relationships with Towne Properties since its inception in 1961.
Handled the complex financing of a $32 million multi-family project
We served as counsel to developer EAB DMM LLC, who was seeking permanent financing for the development of a 241-unit multifamily project valued at approximately $32 million. We advised the client at every step of the transaction, including securing a non-recourse real estate loan coupled with a mezzanine loan in the total loan amount of $27.2. Our role included not only handling the loan process, but also advising the client on numerous organizational changes that were necessary to meet the mezzanine loan requirements, including the creation of new companies and accounting for the organizational structure. We further handled title matters and issuance of title insurance for the project. Our efforts enabled the client to efficiently secure the permanent financing needed for the project.
Counseled a SaaS company through a complex merger
We served as deal counsel in advising our client, a software-as-a-service provider that serves the construction industry, through a complex reverse triangular merger involving an industry competitor and a private equity firm. Genstar Capital, a private equity firm that focuses on investing in software and technology companies, purchased our client iSqFt and another SaaS company that serves the construction industry, BidClerk. The transaction enabled Genstar to create an integrated company to fully serve the software, data and technological needs of the commercial construction industry. We worked on behalf of our client to navigate through every step, through initial due diligence to negotiating terms with Genstar and BidClerk and closing the transaction, The transactions will enable our client to significantly strengthen their platform of services and meet the evolving needs of their customer base.
Strategic Acquisition of Workflow One for $218 Million by Standard Register
The opportunity, and the ability, to grow is an important factor in the success of any business, especially in an increasingly-competitive marketplace. We advised Standard Register, formerly one of the world’s leading providers of printing and business communication solutions, throughout their purchase of Workflow One, a print management and distribution company. The value of all consideration and financing totaled in excess of $350 million.
Outsource of High Technology Services
Among numerous outsource transactions for Fortune 50, public and private companies, we represented First Data, a leading technology service provider, and its predecessors, for over two decades in numerous service/outsourcing contracts and litigation with various governmental and state agencies. Our work included reviewing government proposals for service, as well as drafting and negotiating licenses, software and hardware contracts, service contracts, employee agreements, teaming agreements, prime/sub third-party contracts and consulting agreements governing individuals and teams that implemented solutions and ultimately performed the contracted services.
Main Frame Outsource
We represented our client, a NYSE manufacturing company, in outsourcing its computer main frames to Computer Services Corporation (CSC). Because of significant past outsourcing experience, we simplified and streamlined a very complex transaction.
Licensed Manufacturer and Distribution
Represented several large private manufacturers and public companies with respect to licensing Indian, Chinese, Mexican and other foreign companies to manufacture and sell products to the client and to end users in a Territory. Repetitive experience in this area leads to speed and efficiency.
Purchase of New $22 Million Headquarters Facility for Wright-Patt Credit Union
Wright-Patt Credit Union, Inc. (WPCU) is one of the largest credit unions in Ohio, with nearly $2.5 billion in assets and 25 branches operating in the Greater Dayton area. With the company continuing to grow in service to nearly 250,000 members, they sought a new headquarters facility, wanting to add more space and resources but still maintain their home in the region. We served as project counsel to help WPCU efficiently secure a new facility that nearly doubled their square footage and positioning them for the future.
Our client had already discovered a facility owned by a prominent development company. The facility was originally constructed to be the home of a global IT company specializing in government contract work that had since consolidated their operations. We drafted a letter of intent to purchase, performed due diligence on the site, ensured the facility was in compliance with environmental statutes and regulations, and drafted the purchase and sale documents for the $22.75 million facility.
Only four months had passed from the time WPCU expressed an interest in moving to the close of the sale. The purchase agreement also provides our client access to a state of the art data center in the new facility, resulting in a substantial cost savings. The data center was originally constructed to support IT work contracted by the federal government and will now provide WPCU with access to technological resources that enhance members services.
In addition to helping our client add more space and remain in the Dayton area, we provided additional value by negotiating an option agreement in favor of WPCU with the development company. This agreement requires the development company to immediately market WPCU’s current facility, while providing a guaranteed exit strategy for our client if the property cannot be sold in the current real estate market. We are very excited to work with WPCU as it enters yet another phase of impressive growth.
Our client had already discovered a facility owned by a prominent development company. The facility was originally constructed to be the home of a global IT company specializing in government contract work that had since consolidated their operations. We drafted a letter of intent to purchase, performed due diligence on the site, ensured the facility was in compliance with environmental statutes and regulations, and drafted the purchase and sale documents for the $22.75 million facility.
Only four months had passed from the time WPCU expressed an interest in moving to the close of the sale. The purchase agreement also provides our client access to a state of the art data center in the new facility, resulting in a substantial cost savings. The data center was originally constructed to support IT work contracted by the federal government and will now provide WPCU with access to technological resources that enhance members services.
In addition to helping our client add more space and remain in the Dayton area, we provided additional value by negotiating an option agreement in favor of WPCU with the development company. This agreement requires the development company to immediately market WPCU’s current facility, while providing a guaranteed exit strategy for our client if the property cannot be sold in the current real estate market. We are very excited to work with WPCU as it enters yet another phase of impressive growth.
Sale of a Geospatial Business to Private Equity Firm
We counseled a geospatial business in all aspects of its sale to a private equity firm that was part of a roll-up of geospatial solution providers. We advised the client at each step of the transaction, including negotiating the term sheet, responding to due diligence, structuring the transaction, negotiating the purchase documents and executing the closing of the transaction. The sale was completed efficiently and to the satisfaction of the client.
Syndicated Leased Equipment Financing
Represented a publicly traded transportation company in a series of syndicated leased equipment finance transactions with multiple financing companies in transactions with a total value of more than $500 million.
Strategic Sale of a Provider of Fleet Maintenance Services
We represented a leading provider of fleet maintenance services throughout their sale of a subsidiary that provided logistical and administrative support for government installations to a government service company. We counseled the client at each step of the transaction, including preparing responses to due diligence requests, negotiating terms, preparing documents and handling the closing. The transaction was completed to the satisfaction of our client.
Deal Counsel to GE in Sale of Business
When GE Water and Process Technologies Division sought to make a strategic sale of its membrane and laboratory filter product lines, they turned to Dinsmore. The client wanted to sell the business, which included a number of products central to the water processing industry, such as syringe filters, capsule and cut disc filters, transfer membranes, flat sheet membranes and roll stock microporous membranes. We served as the lead deal counsel, advising the client at every step of the transaction, including negotiating and drafting the terms of the agreements, performing internal due diligence, and handling the closing. We also worked closely with the client to advise on the environmental aspects of the transaction, ensuring that the applicable regulations and policies were in order. As part of the transaction, we also counseled the client on assigning its interests in its leased facility in Westborough, Massachusetts to the buyer, Maine Manufacturing, as well as guiding the client through signing a long-term supply agreement with the purchaser. The deal was completed to the satisfaction of the client, and enabled it to divest itself of a business no longer core to their business.
Multiple Bank and Insurance Agency Acquisitions for Peoples Bancorp, Inc.
When Peoples Bancorp sought to expand their geographic footprint, they turned to Dinsmore for counsel. We guided Peoples Bancorp, Inc., the parent company of Peoples Bank, NA, through the acquisition of Sistersville Bancorp, Inc., the parent company of First Federal Savings Bank. We counseled the client through the transaction, beginning with due diligence, assessment of the risks and benefits and the structuring of the transaction. We also negotiated and drafted the documents for the acquisition, which included the merger of the two holding companies and the subsequent merger of the two subsidiary banks, resulting in two additional full-service bank branches for Peoples Bank located in Sistersville and Parkersburg, West Virginia. We also worked with the client to ensure compliance with banking regulators, including the Federal Reserve, the Office of the Comptroller of the Currency and various state organizations, and handled all of the regulatory application filings. We also counseled the client through transitioning and terminating employee benefits plans to ensure legal compliance and compliance with People’s plans. The acquisition, which was completed for aggregate cash consideration of approximately $9.81 million, enables the client to continue their growth into new markets and positively impact their earnings in the near future.
Divestitures
We represented a Fortune 100 company in several divestitures of non-core businesses with a value in excess of $100 million. In these transactions our firm minimized legal expenses through the use of the client's in-house subject matter experts while our firm managed the entire divestiture process.
Stock Purchase
Client: Publicly Traded Transportation Company
Represented Purchaser in the $18 million stock purchase of a school bus company. Dinsmore assisted its client, the U.S. division of a publicly-traded United Kingdom company, with the acquisition of a Pennsylvania-based school bus company.
Private Equity Funding
Dinsmore & Shohl represented our client, a dot com technology company, in several rounds of venture capital financing totaling approximately $15 million.
Asset Sale for Cash
Represented a closely-held venture-funded dry ice blasting equipment manufacturer in the sale of its assets and business to management financed by a private equity fund and commercial bank financing.
Acquisition
Our firm represented Graeter's in their purchase of fifteen retail stores from Superior Tasting Products, LLC, a former franchisee.
Acquisition by LCNB Corp. of Eaton National Bank and Trust
We served as deal counsel for LCNB Corp., the holding company of LCNB National Bank, through a stock and cash transaction that enabled it to acquire First Capital Bancshares, Inc., Chillicothe, Ohio, and its subsidiary, Citizens National Bank. We counseled the client through all aspects of the transaction, from pre-transaction planning and due diligence to negotiating deal terms to drafting documents, including advising the client on applicable state and federal application and compliance procedures. The transaction, which is valued at approximately $19 million, enables LCNB to expand its market reach, as Citizens National Bank operated six full-service branches in Ross and Fayette Counties, Ohio.
Acquisition of Global Space & Defense Manufacturer
Ohio counsel to Northrop Grumman in its acquisition of TRW, a global manufacturer headquartered in Cleveland, Ohio, in a transaction valued at approximately $7.8 billion, plus the assumption of TRW's net debt at the time of closing. The combination positioned Northrop Grumman as the nation's second largest defense contractor and helped them join the ranks of the Fortune 100.
Acquisition of Medical Group
Halma p.l.c., an international group of technology companies based just outside of London, England, has taken advantage of strategic opportunities to become a world leader in health and safety technologies. For over 25 years, Halma has turned to Dinsmore for counsel on a multitude of acquisitions. When the opportunity recently arose to acquire SunTech Medical Group, a supplier of clinical grade, non-invasive blood pressure monitoring products and technologies, Halma enlisted Dinsmore’s help once again.
Our team was instrumental in assisting Halma through this challenging $46 million acquisition. The involvement of England-based shareholders selling SunTech enabled us to work on a parallel track alongside Halma’s London counsel. While London counsel negotiated key provisions of the share purchase agreement, we handled all of the due diligence for SunTech’s U.S.-based operating company and its two Chinese subsidiaries. We drafted the key transactional agreements and relevant corporate documents for the three operating companies. We continuously obtained and reviewed updated disclosure documents and responded to new information and client inquiries. Our team negotiated and drafted documents which met Halma’s needs and which reflected the different corporate cultures and approaches of the operating companies and shareholders. Constant communication with local counsel and business officials in London, Shenzhen and Hong Kong, coupled with a thorough understanding of Halma’s procedures, ensured we achieved Halma’s goals.
The successful closing of this transaction enabled Halma to strengthen its Health and Analysis Sector, which already includes Riester, a medical equipment company that supplies blood pressure and vital signs monitors. With Dinsmore’s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology.
Our team was instrumental in assisting Halma through this challenging $46 million acquisition. The involvement of England-based shareholders selling SunTech enabled us to work on a parallel track alongside Halma’s London counsel. While London counsel negotiated key provisions of the share purchase agreement, we handled all of the due diligence for SunTech’s U.S.-based operating company and its two Chinese subsidiaries. We drafted the key transactional agreements and relevant corporate documents for the three operating companies. We continuously obtained and reviewed updated disclosure documents and responded to new information and client inquiries. Our team negotiated and drafted documents which met Halma’s needs and which reflected the different corporate cultures and approaches of the operating companies and shareholders. Constant communication with local counsel and business officials in London, Shenzhen and Hong Kong, coupled with a thorough understanding of Halma’s procedures, ensured we achieved Halma’s goals.
The successful closing of this transaction enabled Halma to strengthen its Health and Analysis Sector, which already includes Riester, a medical equipment company that supplies blood pressure and vital signs monitors. With Dinsmore’s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology.
Acquisition of Ophthalmic Surgical Product Company
Halma p.l.c., an international group of safety, health, and environmental technology companies based just outside of London, England, continues to pursue strategic growth opportunities, strengthening its position as a world leader in health and safety technologies. For over 25 years, Halma has turned to Dinsmore for counsel on a multitude of acquisitions. When the opportunity recently arose to acquire Microsurgical Technology, a Washington-based company that designs, manufactures and markets ophthalmic surgical products, Halma enlisted Dinsmore’s help once again.
Our team was instrumental in structuring this stock purchase for $57 million in initial consideration with additional payments of up to $43 million, contingent upon future earnings. Because of the size of the transaction, we worked to get Federal Trade Commission approval through filing pre-merger notification in accordance with the Hart-Scott-Rodino Act. During the statutory waiting period, our team of attorneys negotiated and drafted the key transactional agreements and relevant corporate documents while managing comprehensive legal due diligence. Our due diligence efforts, which included extensive intellectual property, benefits, and employment reviews, provided a high level of security over the sellers’ warranties. Our collaborative approach toward negotiating the transactional agreements protected Halma’s interests while helping to maintain goodwill between Halma and the sellers, many of whom will continue to operate the business in Redmond, Washington. Our thorough understanding of Halma’s procedures and goals ensured we achieved the best outcome for our client.
The successful closing of this transaction enabled Halma to further strengthen its Health and Analysis Sector, which includes other market-leading ophthalmic device businesses: Accutome, Keeler, Medicel, Reister and Volk. With Dinsmore’s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology
Our team was instrumental in structuring this stock purchase for $57 million in initial consideration with additional payments of up to $43 million, contingent upon future earnings. Because of the size of the transaction, we worked to get Federal Trade Commission approval through filing pre-merger notification in accordance with the Hart-Scott-Rodino Act. During the statutory waiting period, our team of attorneys negotiated and drafted the key transactional agreements and relevant corporate documents while managing comprehensive legal due diligence. Our due diligence efforts, which included extensive intellectual property, benefits, and employment reviews, provided a high level of security over the sellers’ warranties. Our collaborative approach toward negotiating the transactional agreements protected Halma’s interests while helping to maintain goodwill between Halma and the sellers, many of whom will continue to operate the business in Redmond, Washington. Our thorough understanding of Halma’s procedures and goals ensured we achieved the best outcome for our client.
The successful closing of this transaction enabled Halma to further strengthen its Health and Analysis Sector, which includes other market-leading ophthalmic device businesses: Accutome, Keeler, Medicel, Reister and Volk. With Dinsmore’s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology
Acquisition of Silicon Growing and Fabrication Assets
Assisted Lam Research Corporation in its acquisition of the silicon growing and fabrication assets of Bullen Ultrasonics. Bullen, headquartered in Eaton, Ohio, was a privately held supplier of precision machined components to the semiconductor, aerospace, automotive and other industries. Lam acquired all assets related to Bullen's silicon growing and fabrication business utilized in supplying chamber-critical components for Lam tools. Following the closing, the silicon growing and fabrication related business became Bullen Semiconductor, a division of Lam. The cash transaction was valued at approximately $175 million.
Allegations of Mail Fraud Relating to Outsourcing of Business
Our client, the chief operating officer of a corporate vendor in the railroad industry, was indicted for allegedly engaging in mail fraud by improperly outsourcing business to a company owned by his brother. We performed a significant amount of pre-trial work, and the prosecutor agreed to a pre-trial diversion, which led to all charges being dismissed with prejudice. We also successfully obtained an injunction that required the client’s former company to indemnify him from legal fees.
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