Corporate & Transactional

Experience

Cross-Border Acquisition

Dinsmore & Shohl recently represented CollabNet, Inc., a Silicon Valley-based company that is the recognized leader in Agile lifecycle management in the Cloud, in its acquisition of Codesion, Inc. (formerly CVS Dude) in a multi-step cross-border merger and reorganization transaction. Codesion is an Australian-based company that provides the world’s leading enterprise-grade Subversion hosting platform and serves more than 3,400 customers and 70,000 users in 90 countries. CollabNet founded the industry-leading Subversion open source project in 2000 and remains the project’s principal sponsor. The CollabNet TeamForge ALM platform, CollabNet Subversion software configuration management (SCM) solution, and ScrumWorks® project and program management software enable teams using any environment, methodology, and technology to increase productivity by up to 50% and to reduce the cost of software development by up to 80%.

Data Privacy Breach Regarding Confidential Financial Information

Dinsmore counseled a retailer in a data breach case that began when the retailer closed a local facility. Dinsmore attorneys met with officials from the Ohio Attorney General’s office within hours of the incident’s discovery, advised the client on filing all necessary governmental disclosures, and also assisted the client with the required media disclosure to notify customers that their personal financial information may have been compromised.

Debt / Equity Financing

Represented industrial baking company in obtaining a debt / equity funding package.

Development of Urgent Care Business

Dinsmore & Shohl represented our client, MedExpress, in various commercial transactions totaling several million dollars each in connection with the development of their urgent care business.  The client benefited from the use of our firm because of our practical approach and follow-up to assist in resolving problems early on.

Dispute Involving Contractual Issues Between Business Partner and Guarantor

In this case we defended a national real estate management company and certain partnerships that were sued in Kentucky regarding contractual issues by a business partner and guarantor. There was already similar litigation pending on similar issues in California. This case was essentially a “race to the courthouse” to determine which state would adjudicate the legal issues. After substantial motion practice, the Court granted our request to abstain from adjudicating the Kentucky case in order to let the California litigation proceed. The California litigation was subsequently settled.

Equity Offerings

Dinsmore & Shohl represented a U.S. subsidiary of a British based plc in multiple series of equity offerings.

Establishing Foreign Subsidiaries Around the World

We have represented scores of foreign subsidiaries, sometimes for the same client, from international labor and employment issues to tax and corporate issues.  We leverage our long history of assisting clients to expand internationally through foreign direct investment.

Financing

Negotiation and closing of a $900,000 loan from the Director of Development of the State of Ohio for an Eligible Innovation Project.

Financing

Assisted client in a negotiation and closing of a $10.5 million loan package which included senior and subordinated debt.

Financing

Assisted client in a negotiation and closing of a $3 million junior loan facility.

Financing the Future

The Business of the Business
Castellini turns to Dinsmore to navigate many of its financing transactions

Every business needs access to proper financing channels to grow and prosper.  Understanding available financing options that make new investments, improvements and expansions possible is vitally important, as is the ability to anticipate potential problems and formulate strategies that minimize risk.

Dinsmore attorneys are proud to have played an integral role in the growth of Castellini through helping to structure, monitor and negotiate many of their financing transactions.  We work as a trusted partner of not only Castellini, but also with many of their related companies, including Interstate Truckway, Merchants Cold Storage and CCW Realty, enabling our team to provide a holistic approach to financing matters.  We counsel in many of the financial transactions for Castellini’s operations and our team has a thorough understanding of each facet of Castellini, providing us with valuable knowledge about the short and long-term implications of every financing transaction.

Product safety and quality are two Castellini hallmarks.  The financing transactions our team helps to negotiate and execute, from commercial real estate loans and lines of credit to capital equipment loans, aid in Castellini’s acquisition of new capabilities, facilities, upgraded equipment and most importantly, the flexibility to respond to unforeseen opportunities.

Our understanding of the Castellini culture has also enabled us to bring a higher level of consistency to the financing process.  On behalf of Castellini, we work with a number of regional and national banks on transactions.  We endeavor to standardize the document language and process as much as possible, resulting in efficiencies and greater predictability for Castellini.

As Castellini has grown, so too has the relationship with Dinsmore.  By bringing consistency and efficiency to their financing processes and procedures, we’re able to be a stronger advocate for their success.

Foreclosure Proceeding Involving Shopping Malls

We represented the lender in a multi-million dollar commercial foreclosure proceeding involving shopping malls located in Ohio and Indiana. We successfully sought the appointment of a Receiver for the properties, and were able to efficiently and effectively complete the foreclosure proceedings.

Foreclosure Proceedings Involving Rental Properties

We represented the lender in a multi-million dollar commercial foreclosure proceeding involving several multi-family rental properties spread throughout several counties in Southwest Ohio. We were able to have a Receiver appointed over all of the properties, and the Receiver was able to sell all of the properties within nine months of the commencement of the foreclosure proceedings, resulting in a favorable outcome for our client.

General Counsel

Served for many years, or am currently serving, as general counsel or general corporate counsel for the following Southern Ohio-based businesses:

  1. Multinational manufacturer of scientific instruments and measuring devices for water quality monitoring, industrial and medical applications; 
  2. North American operations of the world's largest machine tool manufacturer;
  3. National brand name farm animal feed manufacturer;
  4. Multinational specialty chemical company; and
  5. National manufacturer of therapeutic equipment for autistic children.

Health Care Facilities Group Purchasing Agreements

Represented Standard Register in negotiating and preparing approximately ten (10) health care facilities group purchasing agreements in 2005 and 2006, wherein Standard Register provides business forms products and services to facilities purchasing members.

Implementation of the Kentucky Health Care Exchange

We are currently representing a national trade organization on the legislative and policy issues impacting implementation of the Kentucky Health Benefit Exchange, a program under the federal Patient Protection and Affordable Care Act.

Joint Business Venture Agreements

Represented Standard Register in negotiating and preparing approximately thirty (30) joint business venture agreements in 2005 and 2006, between Standard Register and various providers of business forms products and services in amounts ranging from $750,000 to $10,000,000.

Joint Venture to Provide Aesthetic and Cosmetic Non-Surgical Services

Represented physicians affiliated with a regional collection of eye care centers in creating a joint venture with St. Elizabeth Medical Center to provide aesthetic and cosmetic non-surgical services. Drafted and negotiated the terms of the joint venture’s operating agreement and services and lease agreements in compliance with state and federal privacy, antikickback and physician self-referral laws.

Lead counsel in acquisition of financial institution

Thomas J. Murray served as lead counsel in Premier Financial Bancorp’s acquisition of a central West Virginia based bank.

Lead counsel in acquisition of food company

Thomas J. Murray and Daniel J. Konrad served as lead counsel to target in its acquisition by national food company in a merger involving significant federal securities law and anti-trust aspects.

Lead counsel in acquisition of newspaper company

Thomas J. Murray served as lead counsel in a West Virginia based public company’s $80,000,000 acquisition of a newspaper company and as lead counsel in obtaining a related credit facility.

Lead counsel in acquisition of troubled bank holding company

Thomas J. Murray served as Issuer/Acquirer lead counsel in Premier Financial Bancorp, Inc.’s SEC registration and issuance of common stock and connected private placement of TARP preferred stock to assist in capitalizing the interstate acquisition of a troubled bank holding company.

Lead counsel in complex debtor situation

Thomas J. Murray served as lead counsel to a public company in workout of defaulted $70,000,000 credit facility involving multiple subsidiary spin-offs, asset dispositions, forbearance agreements, warrant issuances and shareholder authorization of reverse stock-split for a public company debtor.

Lead counsel in multiple bank acquisition

Thomas J. Murray and Daniel J. Konrad served as acquirer/issuer lead counsel in Premier Financial Bancorp, Inc.’s acquisition of two separate West Virginia banks in SEC registered offerings.

Lead counsel to financial institution in multiple mergers and acquisitions

Thomas J. Murray served as lead counsel in Premier Financial Bancorp, Inc.’s affiliate mergers of bank subsidiaries in West Virginia, District of Columbia, Virginia, Kentucky and Ohio with overall legal and compliance responsibility for effecting subsidiary mergers and qualifications in all jurisdictions.

Loan Transaction Involving Refinancing of an Office Building

We represented a commercial lender in a loan transaction for the refinancing of an office building in Maryland. We advised the client at all steps of the process, including due diligence, negotiation of documents and the closing. We also had to incorporate several state-specific provisions into the documents to account for Maryland’s unique deed of trust laws. The borrower (our client’s customer) also sought an unusually quick closing date, causing our team to expedite the process and work around the clock to meet their deadline. The transaction was completed efficiently, enabling the borrower to move forward.

Lobbying For Legislation Regarding Brownfield Redevelopment and Property Revitalization

In an effort to redevelop and revitalize properties under the Brownfield Redevelopment Program across the state of Kentucky, we were enlisted by our clients to expedite the passage of multiple bills to address issues that have delayed cleanup initiatives. We worked on behalf of our clients to draft incentives within the legislation to address, and in some cases remove, liability for those who clean up brownfield sites and prepare them for redevelopment. Our role included working with state legislators, securing bill sponsors, conducting extensive research, testifying before committee hearings and interfacing with various government offices, boards and commissions. The passage of these bills has served to help the state’s economy through redevelopment of unnecessarily underused properties.

Long-Term Extension to Coal Supply and Transportation (Rail and Barge Pieces) Agreement for Large East Coast Utility

This was a changing market conditions driven commercial agreement addressing the purchasing utility's desire to control costs and the selling entity's desire to obtain a solid commitment for base load tons for substantial mining operations.  The value of the amended package of coal supply and transportation agreements was in excess of $75 million.

I served as the client's primary counsel in the negotiation and preparation of definitive agreements to accomplish the client's goal of achieving the extension of the term of an agreement otherwise set to expire on terms and conditions favorable to the client, including pricing and quantity provisions.

Medical Center purchases health care provider

We represented a multi-physician, multi- disciplinary health care provider in its sale to a medical center and the purchaser’s employment of the physicians.

Merger

We represented a U.S. pharmaceutical company in its sale to and merger with a British based plc.