Assisted in the sale of our client, Kirk & Blum Manufacturing Company, to CECO Environmental Corp.  CECO, North America's largest air pollution control corporation, received six facilities located in Cincinnati, Ohio; Indianapolis, Indiana; Louisville and Lexington, Kentucky; Columbia, Tennessee; and Greensboro, North Carolina in the all-cash transaction.

We acted as lead counsel for the Wornick Companies ("the Companies") in the sale of the Companies to bondholders who held 85% of the publicly-traded debt securities of the Companies through a Chapter 11 Plan of Reorganization.  The value of the transaction was $85MM. Our firm also acted as lead counsel for the debtor in the Chapter 11 bankruptcy proceeding in the Western Division of the Southern District of Ohio. The Company is a leading supplier of Meals Ready to Eat (MRE) to the armed services.

We represented Milacron Inc. as lead counsel in the sale of the company and its numerous international subsidiaries (“Milacron”) to bondholders who held over 90% of the publicly-traded debt securities of Milacron through a Section 363 asset sale in connection with Milacron’s Chapter 11 restructuring. The transaction value was approximately $175MM. Our firm also represented Milacron as lead counsel in the Chapter 11 bankruptcy proceeding in the Western Division of the Southern District of Ohio. Milacron is a major solutions provider to the plastics-processing industries and a leading supplier of premium fluids to the metalworking industries.

We represented The Hennegan Company in the sale of its business to Consolidated Graphics, headquartered in Houston, Texas.  Consolidated Graphics operates 70 printing companies located across 27 states, in Canada and Prague, the Czech Republic.  Hennegan, a filing agent for the U.S. Securities and Exchange Commission and a certified vendor for the Forest Stewardship Council, is headquartered in Florence, Kentucky and is a leading provider of ultra-fine printing.  At the time of the transaction, Hennegan had annual revenues of approximately $85 million.

Represented client in connection with its sale of a Starbucks location in Florida. Our client owned real estate, of which we helped negotiate and facilitate the sale of to a buyer for approximately $1.4 million.

Helped the Rosenthal Family sell F&W Publications, Inc., a Cincinnati, Ohio-based publisher of about 60 special interest magazines and books, to Citicorp Venture Capital.  Following the $100MM+ sale, our client retained a minority stake in the business.

Represented the buyer in connection with its purchase of a Sonic franchisee located in northern Florida. Purchase included the business, as well as 12 associated pieces of real estate. We negotiated terms of the purchase agreement, as well as terms of the real estate agreements.

I represented a substantial Appalachian coal brokering firm with respect to various coal sales and transportation arrangements for both domestic and foreign markets, including applicable security and related agreements pertaining to financing assistance to producers from time to time.

Represented Standard Register in negotiating and preparing twelve (12) sales office leases in 2005 and 2006 with annual rental rates from $50,000 to $250,000.

Advised clients on strategies to avoid significant liability under the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934.

Across-the-board budget cuts and an unstable economy have dramatically impacted educational funding, making it more important than ever for each dollar to count. That’s why a recent court decision that ordered a charter school management company to disclose detailed financial information about their expenditures could prove to be a significant win for all Ohio charter schools and their students.

We are currently representing a group of charter schools in the Cleveland/Akron area that are seeking access to the financial records of their for-profit management company. The schools currently are managed by White Hat Management, a private, for-profit entity responsible for using the fee paid to it by the charter schools’ from state allocated revenue to operate the schools. According to the Management Agreement, the schools were required to turn over 96 percent of operating funds they received from the state to White Hat, who would in turn take responsibility for handling payroll, facilities, and equipment and supplies purchases.

However, with several of the schools suffering academically, the schools sought to identify areas where additional or adjusted spending could lead to improvement. They then filed suit, alleging that White Hat refused to disclose how the state funds were currently being spent. White Hat alleged that they had followed state statutes in releasing a general expenditures report and that additional financial disclosures would reveal trade secrets.

During pre-trial discovery proceedings, the Franklin County Court of Common Pleas issued an order for the production of detailed financial statements, including tax returns and financial information about the companies affiliated with White Hat. The order was later upheld by the Franklin County Court of Appeals, which found that White Hat “offered little support to explain why the materials sought were confidential and proprietary.” The ruling could set an important precedent in the state regarding the financial obligations and transparency of private entities that manage charter schools.

White Hat may file an appeal to the Supreme Court of Ohio; however, it is our opinion that a decision on a discovery issue will not be accepted for review. There is a second appeal pending at the Franklin County Court of Appeals to determine who should retain ownership of property purchased by White Hat with the fee paid to it to operate the schools. We will provide updates as they occur.

Dinsmore & Shohl represented a public bank holding company in a shareholder proxy contest.

Represented Standard Register in negotiating and preparing approximately thirty (30) software licensing and use agreements in 2005 and 2006, between Standard Register and its customers to use software owned by Standard Register.

Assisted client with obtaining financing for, negotiating and finalizing acquisition of a family owned manufacturing business.