Experience
Merger of Six Separate Medical Practices into a Single Practice Group
Ms. Borowicz handled all aspects of the business transactions necessary to combine six separate specialty medical practices into a new single tax ID practice entity. Our representation included advice on financial, operational and clinical integration as well as regulatory compliance. This client benefited from Ms. Borowicz’s knowledge of Stark law and ancillary service arrangements.
Merger with McDonald Securities
Assisted our client, Gradison & Company Incorporated, in their merger with McDonald Securities. In connection with the merger, stockholders of Gradison received a combination of shares of common stock and cash totaling approximately $25MM. Prior to the merger, Gradison operated as a full-service regional brokerage and investment advisory firm headquartered in Cincinnati, Ohio with a primary market of southwestern Ohio and Northern Kentucky.
Mergers & Acquisitions
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.
Mergers and Acquisitions
Lead counsel in the following acquisition and divestiture transactions for Dayton-based clients:
- Multiple acquisitions and divestitures and related bank financings, joint ventures, licenses and distribution agreements, both domestic and international, for a multinational scientific instruments and measuring devices company;
- Customer financing documents and related joint ventures for machine tool manufacturer;
- Multi-year acquisition and divestiture and related equipment lease program to reposition a publicly-held metals company out of the metal foundry business into more advanced metals technology businesses;
- Multiple acquisitions and divestitures for a publicly-held manufacturer of fluid handling equipment, electric motors and consumer products;
- Multiple acquisitions and divestitures, license and distribution agreements for publicly-held conglomerate;
- Divestiture of specialty paper businesses for publicly-held paper manufacturer.
Mergers and Acquisitions
Represented Standard Register in mergers and acquisitions transactions, including Standard Register's acquisition of Uarco Incorporated in the sum of $250,000,000.
Mergers and Acquisitions
I have handled mergers both for the buyer, such as the Mead Corporation and for the seller and can list several examples of recent acquisitions such as Vining Industries, Tooling Technology, Inc., Motor Technology and Peerless.
Mezzanine Debt Financing
Represented industrial baking company in receipt of mezzanine debt/warrants funding package.
Nationwide Arena
As questions swirled around the economic future of the Columbus Blue Jackets, representatives of Franklin County, the City of Columbus, The Ohio State University (OSU), Nationwide Insurance and the Franklin County Convention Facilities Authority (CFA) formed a working committee to examine potential ways to help the Blue Jackets and keep them in Central Ohio. Along with OSU athletics, the Blue Jackets are one of the city’s biggest entertainment draws, and ensuring the viability of the team, along with Nationwide Arena, is important to not only the franchise’s future, but also the city’s economic health.
Dinsmore was the firm chosen to represent the CFA to negotiate and close this complex, multi-layered transaction. Dinsmore worked with the CFA and the other parties to develop a structure that allowed the CFA to take direct ownership of Nationwide Arena while allowing certain operating and capital expenses to be shared among the parties. To undertake this expense-sharing relationship, a non-profit entity called Columbus Arena Management (CAM) was formed as a joint undertaking by the CFA, Blue Jackets, Nationwide and OSU to operate and manage Nationwide Arena.
Dinsmore was intimately involved in all aspects of the transaction and took primary responsibility for drafting and negotiating the $42.5 million purchase agreement providing for the sale and restructuring of the existing arena ownership. Further, Dinsmore negotiated and prepared the other major agreements between the Blue Jackets, Nationwide and OSU that provided, amongst other items (i) the team’s continued use of the arena as its “home ice” through 2039, and (ii) the shared management and allocation of expenses for the arena. This transaction is projected to increase the arena’s viability as the financial stakes and responsibilities are now shared among a number of entities through CAM. Additionally, the Blue Jacket’s cost of occupancy is being reduced, which will enable them to better compete financially with other franchises.
The transaction marked one of the largest ventures between the private and public sectors in recent history in Central Ohio and made a significant statement within the Columbus community. In addition to ensuring the long-term viability of the Blue Jackets, Nationwide Arena and surrounding geographic areas, it also represents the coming together of several organizations and entities, each of which brought essential components to the transaction. In so doing, the CFA was able to build a better future for Columbus.
Dinsmore is proud and honored to have had the opportunity and responsibility to manage the process and provide counsel at each step.
Dinsmore was the firm chosen to represent the CFA to negotiate and close this complex, multi-layered transaction. Dinsmore worked with the CFA and the other parties to develop a structure that allowed the CFA to take direct ownership of Nationwide Arena while allowing certain operating and capital expenses to be shared among the parties. To undertake this expense-sharing relationship, a non-profit entity called Columbus Arena Management (CAM) was formed as a joint undertaking by the CFA, Blue Jackets, Nationwide and OSU to operate and manage Nationwide Arena.
Dinsmore was intimately involved in all aspects of the transaction and took primary responsibility for drafting and negotiating the $42.5 million purchase agreement providing for the sale and restructuring of the existing arena ownership. Further, Dinsmore negotiated and prepared the other major agreements between the Blue Jackets, Nationwide and OSU that provided, amongst other items (i) the team’s continued use of the arena as its “home ice” through 2039, and (ii) the shared management and allocation of expenses for the arena. This transaction is projected to increase the arena’s viability as the financial stakes and responsibilities are now shared among a number of entities through CAM. Additionally, the Blue Jacket’s cost of occupancy is being reduced, which will enable them to better compete financially with other franchises.
The transaction marked one of the largest ventures between the private and public sectors in recent history in Central Ohio and made a significant statement within the Columbus community. In addition to ensuring the long-term viability of the Blue Jackets, Nationwide Arena and surrounding geographic areas, it also represents the coming together of several organizations and entities, each of which brought essential components to the transaction. In so doing, the CFA was able to build a better future for Columbus.
Dinsmore is proud and honored to have had the opportunity and responsibility to manage the process and provide counsel at each step.
No-action, Interpretive and Exemptive Letters
Drafted significant No-action, Interpretive and Exemptive Letters addressing novel issues in derivatives trading and successor issuer reporting.
Operating Assets Acquisition
Assisted our client, a provider of tire and wheel subassemblies to manufacturers in the automotive industry, in its acquisition of certain operating assets of T&WA, Inc. The transaction included the assets of the Louisville headquarters of T&WA and the operating assets of four of T&WA’s facilities, located in Paris, KY; Montgomery, AL; Charlotte, MI; and Princeton, IN.
Outside General Counsel
Served as outside general counsel to a venture capital company in all aspects of its business, including its merger with a public company, investments in start-ups and developing companies, restructuring and financing through private placements.
Physician sells practice to university
We represented a physician’s practice in the sale to a local university, his employment by the purchaser and the lease of the practice’s real estate.
Private Equity Investment
Represented a chemical manufacturing company in connection with a $5,000,000 investment by a private equity group.
Private Placements and Merger
I represented the Data Corporation in the development of the search engine that became the Lexis Nexis, along with ink jet printers and laser technology. I handled two private placements to obtain funds for its growth and negotiated and completed the legal work in regard to the merger with The Mead Corporation.
Product Recall
Advised NASDAQ-listed foreign consumer products company through international product crisis and significant product recall, including internal and external investigations, and counseling senior management regarding litigation avoidance and reputational preservation strategies.
Promoting Legislation Addressing Blighted Property Enforcement Strategies
When a municipal client sought legislation to help them address foreclosed and blighted properties, they turned to our professionals. With our assistance, multiple bills have passed that expedite the foreclosure process and provide more authority for cities to address or maintain properties that have gone into foreclosure. Our role included coordinating the efforts and missions of the client, as well as promoting the passage of the bills through testifying at committee hearings, lobbying legislators and providing research and analysis regarding the impact of the bills.
Promoting Legislations Addressing the Appropriate Siting Of Merchant Power Plants
When the Kentucky Public Service Commission looked to promote legislation that addressed the siting of merchant power plants in the state, we were called upon to conduct research, prepare testimony and work with sponsors on a bill that enabled the Commission to oversee the siting strategy and process. Property boundaries, access control, noise levels, utilities, traffic impact and compatibility with surroundings were key factors. Our efforts ensured that the plants are properly regulated, but not in an over-burdensome manner.
Purchase Agreement and Financing for Jewelry Manufacturing Facility
When one of the world’s best known jewelry companies was looking for a location to house their new manufacturing plant, they enlisted Dinsmore to guide them through the process. Working with counsel for and representatives of the local Chamber of Commerce, who owned the land, we negotiated and drafted the purchase agreements and closed the purchase of the property. As part of the purchase, we also worked with state officials to secure significant tax incentives for our client. Our client was able to open their new facility to meet their operating and production goals, and the new facility has also provided new jobs to boost the surrounding economy.
Purchase Agreements
Represented Standard Register in negotiating and preparing approximately 150 purchase agreements in 2005 and 2006, wherein Standard Register provides business forms products and services to large national account customers in amounts ranging from $500,000 to $50,000,000.
Purchase of Related Entities
When presented with the opportunity to purchase and manage the print directories and internet-based, local search services in the State of Alaska, the State of Hawaii and the greater Cincinnati metropolitan area, Kith Media turned to Dinsmore to help turn opportunity into reality.
Following extensive due diligence, we guided Kith Media through negotiations with interested parties, multiple transactions and executed a management agreement. In 2012, Kith Media assumed ownership and manages multiple properties, including core brands ACS Yellow Pages, Hawaiian Telecom Yellow Pages and Cincinnati Bell Directory Yellow Pages.
The company is the largest publisher of print and digital advertising directories in both Alaska and Hawaii and is the dominant player in Cincinnati, OH, the 27th largest metropolitan area in the country, with combined advertising revenue of more than $150,000,000.
Kith Media supports more than 25,000 local advertisers and 1,000 national advertisers. The company publishes 40 print directories and distributes more than 5.4 million copies to businesses and residences across their combined service areas.
Following extensive due diligence, we guided Kith Media through negotiations with interested parties, multiple transactions and executed a management agreement. In 2012, Kith Media assumed ownership and manages multiple properties, including core brands ACS Yellow Pages, Hawaiian Telecom Yellow Pages and Cincinnati Bell Directory Yellow Pages.
The company is the largest publisher of print and digital advertising directories in both Alaska and Hawaii and is the dominant player in Cincinnati, OH, the 27th largest metropolitan area in the country, with combined advertising revenue of more than $150,000,000.
Kith Media supports more than 25,000 local advertisers and 1,000 national advertisers. The company publishes 40 print directories and distributes more than 5.4 million copies to businesses and residences across their combined service areas.
Referral Fee Agreements
Represented Standard Register in negotiating and preparing ten (10) referral fee agreements in 2005 and 2006.
Regulated Utilities and Alternative Fuels
Having represented regulated utilities before approximately 20 state utility regulatory commissions, Mr. Depp has experience across the spectrum of the telecommunications, electricity, water, natural gas, and sewage industries. In addition to his utility work, Mr. Depp also has experience advising clients with respect to matters involving alternative fuels such as biodiesel and ethanol. Representative examples of Mr. Depp’s utility and alternative fuels experience include the following.
- Representing a large aluminum smelter in its efforts to move from the certified service territory of an electric cooperative to that of a large electric utility.
- Representing twelve rural ILECs in the negotiation and arbitration of interconnection agreements with CMRS carriers.
- Representing an ILEC in its efforts to obtain a rate increase under traditional rate of return regulation.
- Representing an ILEC in its efforts to obtain access to the utility poles of an electric utility under rates, terms, and conditions identical to those available to cable television companies.
- Representing a CMRS carrier in its efforts to obtain numerous certificates of public convenience and necessity from local planning units and utility regulatory commissions.
- Representing a start-up company in its efforts to establish a wind farm for purposes of generating electricity for transport and sale.
- Representing a start-up company in its efforts to use landfill gas to generate electricity for transport and sale.
- Representing a water utility in its efforts to implement efficient solutions to a regional water crisis and discourage another water utility's plans to construct a new water treatment plant.
- Representing a CLEC in the negotiations and arbitration of an interconnection agreement to open effective competition in the 911/E911 services market in Kentucky.
- Reviewing, negotiating, and effectuating wireless license transfers.
- Representing 7 ILECs in a regulatory proceeding to determine whether a transit tariff is lawful.
- Representing a condominium association in an effort to compel appropriate service by a sewage utility.
- Negotiating on behalf of manufacturing operations in securing electricity, gas, steam, and telecommunications services.
- Representing a CLEC before the United States Court of Appeals for the Sixth Circuit regarding the opt-in provision of the Telecommunications Act of 1996.
- Representing wireline and wireless carriers in their efforts to obtain eligible telecommunications carrier status.
- Advising wireline and wireless carriers regarding regulatory compliance issues such as those relating to customer proprietary network information.
- Advising a wireless carrier as it launches new products and services.
- Advising clients with respect to proposed legislation affecting utility operations and regulatory obligations.
- Advising utilities with respect to state and local taxation issues.
- Responding to FCC investigations and informal consumer complaints.
- Negotiating and closing asset purchase agreements between regulated utilities, as well as securing necessary regulatory approvals for the same.
- Obtaining regulatory approvals for regulated utilities seeking to construct new plant and/or take on new financing.
- Responding to numerous state utility regulatory commission investigations and inquiries regarding regulatory obligations and/or customer complaints.
- Reviewing, revising, and filing tariffs.
- Representing an alternative fuel manufacturer in discussions with the Kentucky Dept. of Agriculture and the National Biodiesel Board.
- Advising an ethanol manufacturer with respect to regulatory and utility-related issues associated with a contemplated manufacturing plant.
Removing Legislative Roadblock to Economic Development
When a national home product sales organization wanted to conduct business in Kentucky, it was realized that Kentucky’s laws were overly-restrictive on that type of business. We were called upon to rectify the situation. After conducting extensive research and building solid support for a change in the law, we were able to shepherd legislation through the legislative process to allow the company to conduct operations in Kentucky within six months of passage.
Represent online back-up service
We represent an online back-up service provider in drafting its end user license agreement and related agreements with its software providers.
Represent pharmacy in corporate matters
We represent a pharmacy chain (27 stores in West Virginia and Ohio) in all corporate matters. We drafted its Change in Control Severance Plan for its high level management and have negotiated the possible sale of the company to two different national pharmacy chains. We have also recently represented it in the acquisition of a local pharmacy in Ironton, OH.
Representation of Blaine Pharmaceuticals
Representation of Blaine Pharmaceuticals, a privately held Kentucky corporation as corporate counsel.
Representative transactions:
1. Acquisition of Maginex product line from Geist Pharmaceuticals of Indianapolis, Indiana. Participated in and documented acquisition transaction, inclusive of intellectual property encompassing patents, trademarks, inventory and related assets.
2. Acquisition of ReliaDose product line from former owners. Participated in and documented acquisition transaction, inclusive of intellectual property encompassing patents, trademarks, manufacturing relationships and related assets. ReliaDose is a product providing a system for delivery of pediatric medicines to infants, expected to be in widespread retail distribution.
3. Reorganization and recapitalization of Blaine effected to provide investment capital for company expansion and product roll out. Transaction involved complete corporate restructure to accommodate preferential equity investment effected through an exempt private placement transaction.
Representative transactions:
1. Acquisition of Maginex product line from Geist Pharmaceuticals of Indianapolis, Indiana. Participated in and documented acquisition transaction, inclusive of intellectual property encompassing patents, trademarks, inventory and related assets.
2. Acquisition of ReliaDose product line from former owners. Participated in and documented acquisition transaction, inclusive of intellectual property encompassing patents, trademarks, manufacturing relationships and related assets. ReliaDose is a product providing a system for delivery of pediatric medicines to infants, expected to be in widespread retail distribution.
3. Reorganization and recapitalization of Blaine effected to provide investment capital for company expansion and product roll out. Transaction involved complete corporate restructure to accommodate preferential equity investment effected through an exempt private placement transaction.
Representation of Enerfab, Inc.
Representation for over twenty years of Enerfab, Inc., an Ohio based entity that supplies: power plant maintenance and construction services, (including clean air technologies); storage plants and facilities for fresh (not from concentrate) orange juice in Florida and Spain; tanks, fabricated systems and construction services in the brewing industry; manufacture and supply of tank heads throughout North America; fabrication of carbon and stainless steel tanks, piping and products for a variety of industries.
Representative mergers and acquisitions and business transactions:
A. Negotiation of agreements for the construction and maintenance of aseptic orange juice storage facilities for such customers as Tropicana, CitroSuco North America, Sunkist Growers, and Golden Gem. Multiple projects with construction values in the hundreds of millions of dollars for the construction and maintenance of storage facilities with capacities in the tens of millions of gallons.
B. Multiple acquisitions of power plant maintenance and construction companies, including Fischback Power Services, Phillips Getchow Company, Aycock, Inc and others. Businesses acquired have yielded sales to Enerfab in the tens of millions of dollars.
C. Acquisition of the heads division of Trinity Industries, consolidating Enerfab's position as a significant supplier of heads to the North American market.
D. Acquisition of the Hamilton Kettles division of Allegheny Hancock, a transaction accretive to Enerfab's position in the heads market.
E. Assorted transaction agreements with Principal U.S. brewing companies, including Anheuser Busch, Coors-Molson, and Miller brands involving sales of goods and services related to brewery operation, maintenance, and construction.
Representative mergers and acquisitions and business transactions:
A. Negotiation of agreements for the construction and maintenance of aseptic orange juice storage facilities for such customers as Tropicana, CitroSuco North America, Sunkist Growers, and Golden Gem. Multiple projects with construction values in the hundreds of millions of dollars for the construction and maintenance of storage facilities with capacities in the tens of millions of gallons.
B. Multiple acquisitions of power plant maintenance and construction companies, including Fischback Power Services, Phillips Getchow Company, Aycock, Inc and others. Businesses acquired have yielded sales to Enerfab in the tens of millions of dollars.
C. Acquisition of the heads division of Trinity Industries, consolidating Enerfab's position as a significant supplier of heads to the North American market.
D. Acquisition of the Hamilton Kettles division of Allegheny Hancock, a transaction accretive to Enerfab's position in the heads market.
E. Assorted transaction agreements with Principal U.S. brewing companies, including Anheuser Busch, Coors-Molson, and Miller brands involving sales of goods and services related to brewery operation, maintenance, and construction.
Representation of Finn Corporation
Representation for over fifteen years of Finn Corporation, a U.S. manufacturer of heavy equipment for the landscape and nursery industry, inclusive of its parent DHG Inc. and its affiliates Express Blower, Inc. and CWS, Inc.
A. Negotiation and implementation of complete corporate restructure transaction involving the sale of the business from remaining founding members to investment funds.
B. Negotiation and implementation of transaction for acquisition by Express Blower Inc. of assets from Rexius Forest By-Products, Inc, of Eugene Oregon, to form the "high end" Express Blower blower truck line.
C. Negotiation and implementation of multiple bank financing and private debt arrangements under which DHG and its subsidiaries operate their business lines. Inclusive of off site inventory as collateral for bank loans, and debenture financing with warrants in the case of private debt financing.
D. Preparation of national and international dealer agreements, distributor agreements, demonstration agreements, consignment agreements and other arrangements pursuant to which client manufactures and distributes its products nationally and internationally.
A. Negotiation and implementation of complete corporate restructure transaction involving the sale of the business from remaining founding members to investment funds.
B. Negotiation and implementation of transaction for acquisition by Express Blower Inc. of assets from Rexius Forest By-Products, Inc, of Eugene Oregon, to form the "high end" Express Blower blower truck line.
C. Negotiation and implementation of multiple bank financing and private debt arrangements under which DHG and its subsidiaries operate their business lines. Inclusive of off site inventory as collateral for bank loans, and debenture financing with warrants in the case of private debt financing.
D. Preparation of national and international dealer agreements, distributor agreements, demonstration agreements, consignment agreements and other arrangements pursuant to which client manufactures and distributes its products nationally and internationally.
Representation of Graeter's Manufacturing Company
Graeter's Manufacturing Company. Corporate representation of fifth generation family owned business which manufactures ice cream and confection products. Nationally known supplier of premium quality products (as referenced on Oprah Winfrey, the West Wing, and in other national media outlets). Counsel for franchise program with Graeter's as franchisor and business counsel for all corporate operations, inclusive of labor, real estate and general corporate work.
Representation of Xanodyne Pharmaceuticals, Inc.
Representation of Xanodyne Pharmaceuticals, Inc., a pharmaceutical company operating in the area of women's health care products, from inception to the present.
Representative business transactions:
1. Acquisition of Amicar, Levoprome and methotrexate products from Immunex Corporation. Handled all aspects of transaction, including acquisition of intellectual property, manufacturing arrangements, and venture capital financing necessary to provide Xanodyne with funds for the acquisition.
2. Sale of methotrexate injectable product line to Wyeth Pharmaceuticals. Handled all aspects of the negotiation and documentation in the disposition transaction.
3. Acquisition by merger of Integrity Pharmaceutical Corporation of Indianapolis, Indiana. Brought to the company numerous women's health products in the urinary care line. Handled all aspects of the acquisition inclusive of merger documentation and all processes associated with legally effecting the merger transaction.
Representative business transactions:
1. Acquisition of Amicar, Levoprome and methotrexate products from Immunex Corporation. Handled all aspects of transaction, including acquisition of intellectual property, manufacturing arrangements, and venture capital financing necessary to provide Xanodyne with funds for the acquisition.
2. Sale of methotrexate injectable product line to Wyeth Pharmaceuticals. Handled all aspects of the negotiation and documentation in the disposition transaction.
3. Acquisition by merger of Integrity Pharmaceutical Corporation of Indianapolis, Indiana. Brought to the company numerous women's health products in the urinary care line. Handled all aspects of the acquisition inclusive of merger documentation and all processes associated with legally effecting the merger transaction.
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