Experience
Stock Sale of Software Provider
When a provider of software for energy businesses, utility companies and municipalities began preliminary discussions with a Columbus Ohio private holding company and management company regarding a sale, they turned to Dinsmore for counsel. We advised the client on a complex, three-part transaction. The complexity was due to the existing operating company being a C-corporation for income tax purposes and the desire of the parties to have the business operating as a partnership for tax purposes on a going forward basis. The current operating company was a C-corporation and all of its shares were owned by its parent company. The first step was for the client to make a cash dividend to its parent and all of its members. The parent company then distributed all of the shares of the client to its members. Next, we negotiated and ultimately closed on the terms of an agreement for the sale of the stock of the client. to the buyer. The final step was to contribute the operating assets of the business to a newly-formed business. The client then elected to be treated as an S-corporation on a going forward basis. As part of the stock sale agreement, the buyer issued promissory notes to two existing minority owners. These owners were then able to contribute the notes to the client in exchange for an ownership interest. As a result, the minority owners no longer had ownership interest in a C-corporation. Their ownership interest was now in a pass-through entity eliminating the potential for double-taxation on any increase in the value of their ownership interests as a result of future growth of the company. We worked diligently to complete the transaction in 2012 so that the shareholders receiving cash would be taxed at the lower 2012 capital gains rate.
Strategic Acquisition of Business in Competitive Swimming Industry
We assisted a former president of a volleyball equipment company in identifying a new business for him to purchase. He wanted to find a business in which he could leverage his experience in growing a volleyball equipment company. We helped him find a company that sells swimming pool racing lanes and other competitive swim products. He decided he wanted to buy the company and we assisted in the negotiation of the terms of the acquisition as well as drafting and negotiating the acquisition agreement and other transaction documents.
Strategic Business Counsel to Global Aluminum Manufacturer
Dealing with the Details
Every business, no matter how efficient, faces myriad challenges in keeping the company moving forward. From contracts and agreements to employee relations, intellectual property, corporate governance and administrative activities, establishing a solid framework for operations will not only protect assets and interests, but will also shield the business from liability.
When Tri-Arrows Aluminum, formerly ARCO Aluminum, was established in 2011, it turned to Dinsmore for guidance on a variety of strategic business issues. Our attorneys worked to acclimate themselves within the Tri-Arrows culture, enabling them to offer insightful counsel to further the company’s objectives by supporting negotiations with customers and suppliers. We fill a number of roles for Tri-Arrows, including reviewing contract language from the customer side, as well as reviewing supplier agreements from a risk management perspective, keeping a focus on both the short and long-term impacts of each agreement. As our team has become integrated with Tri-Arrows, we’ve become adept at stepping in throughout the contract process, whether it be initial negotiations and drafting, or simply reviewing and vetting the final product. Our attorneys understand the high standards that are synonymous with Tri-Arrows, and we thoroughly examine each contract and agreement to ensure our client is protected.
Protecting Tri-Arrows is also the driving force behind our ongoing advice regarding the management of its complex, manufacturing joint venture agreement with a competitor. The unique circumstances surrounding the joint venture, as well as the distinctive ownership structure of Tri-Arrows, pose myriad potential issues, including antitrust concerns. Our attorneys work diligently to ensure that Tri-Arrows is maximizing its potential in the marketplace without exposing it to unnecessary risk. We routinely advise Tri-Arrows on its business relationship within the joint venture, ensuring that the terms of the agreement remain favorable and satisfactory to our client as it continues to grow as a company.
Dinsmore’s attention to detail has also led to the ongoing development and structuring of a new document retention system within Tri-Arrows, enabling it to effectively leverage the Internet to provide global accessibility. Tri-Arrows’ “gold standard” approach to business, coupled with our team’s thorough knowledge of state and federal document retention requirements, has led to exploring robust options that serve the company’s long-term interests.
In guiding Tri-Arrows through its formation and providing ongoing counsel on a variety of matters, Dinsmore has become a valuable resource in its development.
Every business, no matter how efficient, faces myriad challenges in keeping the company moving forward. From contracts and agreements to employee relations, intellectual property, corporate governance and administrative activities, establishing a solid framework for operations will not only protect assets and interests, but will also shield the business from liability.
When Tri-Arrows Aluminum, formerly ARCO Aluminum, was established in 2011, it turned to Dinsmore for guidance on a variety of strategic business issues. Our attorneys worked to acclimate themselves within the Tri-Arrows culture, enabling them to offer insightful counsel to further the company’s objectives by supporting negotiations with customers and suppliers. We fill a number of roles for Tri-Arrows, including reviewing contract language from the customer side, as well as reviewing supplier agreements from a risk management perspective, keeping a focus on both the short and long-term impacts of each agreement. As our team has become integrated with Tri-Arrows, we’ve become adept at stepping in throughout the contract process, whether it be initial negotiations and drafting, or simply reviewing and vetting the final product. Our attorneys understand the high standards that are synonymous with Tri-Arrows, and we thoroughly examine each contract and agreement to ensure our client is protected.
Protecting Tri-Arrows is also the driving force behind our ongoing advice regarding the management of its complex, manufacturing joint venture agreement with a competitor. The unique circumstances surrounding the joint venture, as well as the distinctive ownership structure of Tri-Arrows, pose myriad potential issues, including antitrust concerns. Our attorneys work diligently to ensure that Tri-Arrows is maximizing its potential in the marketplace without exposing it to unnecessary risk. We routinely advise Tri-Arrows on its business relationship within the joint venture, ensuring that the terms of the agreement remain favorable and satisfactory to our client as it continues to grow as a company.
Dinsmore’s attention to detail has also led to the ongoing development and structuring of a new document retention system within Tri-Arrows, enabling it to effectively leverage the Internet to provide global accessibility. Tri-Arrows’ “gold standard” approach to business, coupled with our team’s thorough knowledge of state and federal document retention requirements, has led to exploring robust options that serve the company’s long-term interests.
In guiding Tri-Arrows through its formation and providing ongoing counsel on a variety of matters, Dinsmore has become a valuable resource in its development.
Structured and Organized the Business Foundation for a Minority Business Enterprise
Built to Last
Even with a clear vision and determined personnel, forming and structuring a new company presents plenty of challenges. Finding a niche in the marketplace, attracting and retaining clients, and building a solid foundation all are steps in the process that pose issues, and a company’s ability to navigate those issues is often the determining factor in its success.
When Carl Satterwhite, a former facilities manager at Procter and Gamble and Founder of Infinity Services, and Scott Robertson, owner of Globe Business Interiors, made the decision to create a minority-owned business enterprise focused on furniture distribution and resale, they quickly turned to Dinsmore. Our team worked with Satterwhite and Robertson to guide them through not only the minority business certification process, but also the structuring of their new company. Working with a new initiative at the Greater Cincinnati Chamber of Commerce called the Minority Business Accelerator (MBA), our team not only successfully formed River City Furniture - now known as RCF Group - but also helped RCF Group become the first joint venture facilitated by the MBA. While securing the MBE (Minority Business Enterprise) certification from the South Central Ohio Minority Business Council was a landmark step in the formation of RCF Group, our team also worked extensively to ensure that RCF Group was built to last based on the strength of its value proposition.
In terms of structuring RCF Group, our attorneys partnered with Robertson and Satterwhite to build a blueprint for both short-term viability and long-term success, relying on their collective perspectives of the furniture supply business to guide the process. After establishing RCF Group as a limited liability company with Carl as the majority owner, we then helped arrange the sale of Globe’s furniture distribution and resale arm to RCF Group, enabling them to have their own revenue stream and balance sheet from the first day. The structure of the company and the financing of the purchase were completed in a way that confirmed a long-term commitment from both GBI and RCF Group, adding to the credibility of this minority-led venture. The structure also ensured that RCF Group would have the financial resources and scalability to effectively service large corporate customers committed to diversifying their supplier base.
The dedication and drive of both Satterwhite and Robertson, coupled with the diligence of Dinsmore, has enabled RCF Group to grow exponentially, as they have ventured into other related business areas. Even more significantly, Dinsmore’s work in getting RCF Group certified as an MBE has established RCF Group as a leader in the minority business community. They lead through understanding the structure, growth and vision of RCF Group is touted as a true success story.
RCF Group serves Fortune 500 companies, has thrived and continues to grow, and our attorneys remain integrated with the business. In their early years, we helped establish an Advisory Council that identified potential issues within RCF Group, even serving on that council to offer insight that kept their business moving in a positive direction. Our team has worked with RCF Group since its first day, therefore we understand their business, industry, and we’ve become a trusted partner in their success.
Even with a clear vision and determined personnel, forming and structuring a new company presents plenty of challenges. Finding a niche in the marketplace, attracting and retaining clients, and building a solid foundation all are steps in the process that pose issues, and a company’s ability to navigate those issues is often the determining factor in its success.
When Carl Satterwhite, a former facilities manager at Procter and Gamble and Founder of Infinity Services, and Scott Robertson, owner of Globe Business Interiors, made the decision to create a minority-owned business enterprise focused on furniture distribution and resale, they quickly turned to Dinsmore. Our team worked with Satterwhite and Robertson to guide them through not only the minority business certification process, but also the structuring of their new company. Working with a new initiative at the Greater Cincinnati Chamber of Commerce called the Minority Business Accelerator (MBA), our team not only successfully formed River City Furniture - now known as RCF Group - but also helped RCF Group become the first joint venture facilitated by the MBA. While securing the MBE (Minority Business Enterprise) certification from the South Central Ohio Minority Business Council was a landmark step in the formation of RCF Group, our team also worked extensively to ensure that RCF Group was built to last based on the strength of its value proposition.
In terms of structuring RCF Group, our attorneys partnered with Robertson and Satterwhite to build a blueprint for both short-term viability and long-term success, relying on their collective perspectives of the furniture supply business to guide the process. After establishing RCF Group as a limited liability company with Carl as the majority owner, we then helped arrange the sale of Globe’s furniture distribution and resale arm to RCF Group, enabling them to have their own revenue stream and balance sheet from the first day. The structure of the company and the financing of the purchase were completed in a way that confirmed a long-term commitment from both GBI and RCF Group, adding to the credibility of this minority-led venture. The structure also ensured that RCF Group would have the financial resources and scalability to effectively service large corporate customers committed to diversifying their supplier base.
The dedication and drive of both Satterwhite and Robertson, coupled with the diligence of Dinsmore, has enabled RCF Group to grow exponentially, as they have ventured into other related business areas. Even more significantly, Dinsmore’s work in getting RCF Group certified as an MBE has established RCF Group as a leader in the minority business community. They lead through understanding the structure, growth and vision of RCF Group is touted as a true success story.
RCF Group serves Fortune 500 companies, has thrived and continues to grow, and our attorneys remain integrated with the business. In their early years, we helped establish an Advisory Council that identified potential issues within RCF Group, even serving on that council to offer insight that kept their business moving in a positive direction. Our team has worked with RCF Group since its first day, therefore we understand their business, industry, and we’ve become a trusted partner in their success.
Substantial Amendment and Restatement of Long-Term Coal Supply and Transportation Agreement
This was a unique commercial transaction driven by coal producer's financing sources (substantial domestic and foreign banks) requiring a performance guaranty for the production and shipment of in excess of 500,000 tons of coal per year to certain southeastern cogeneration facility customers. The value of the contract at issue was in excess of $50 million.
I served as the client's primary counsel in the negotiation and preparation of definitive agreements which occurred over several months to accomplish the client's goals of providing its lenders with an acceptable guaranty unique in structure to retain shipping rights under a long-term supply arrangement as well as achieving the client's goal with respect to the consideration for the arrangement with the coal supply subsidiary of a large southern utility company.
Sundor Group Inc. Acquisition
Assisted our client, Procter & Gamble, in their $325MM cash acquisition of Sundor Group Inc. Sundor, which was owned by Australia's Elders IXL brewery, makes and sells Sunny Delight Florida Citrus Punch, Texsun grapefruit drinks, Lincoln apple drinks and Speas Farm apple drinks.
Supported Legislation That Addressed Regional Water Infrastructure Planning
When the Kentucky Infrastructure Authority sought to implement a regional planning strategy to improve the delivery of water to rural areas in Kentucky, we were enlisted by interested clients to guide them through the legislation process. We organized efforts to manage the regional aspect of the planning, working with local legislators to secure their cooperation. We also conducted research into regional planning strategies, offered testimony at committee hearings and worked with both the Authority and state legislators to coordinate efforts. The legislation was eventually passed, and significant efforts have been made on improving and upgrading the state’s water infrastructure to improve the delivery of water to designated areas.
Supporting Anti-Counterfeiting and Consumer Protection Legislation
When a well-respected coalition of businesses wanted to address the practice of selling fraudulently-marketed items, they asked us to lobby for legislation that increased penalties for vendors who market and sell items that are fraudulently presented as popular name-brand items. We worked to secure a sponsor for the bill, presented research and testimony on behalf of the Coalition, and negotiated policy within the legislation. The legislation was passed, providing a victory for our client in their efforts to protect consumers and their products.
Supporting Legislation Addressing Contractor Fraud and Abuse
We represented property and casualty insurance groups in their lobbying efforts toward the passage of a bill that provides consumer protection as it relates to contractor fraud and abuse. The bill addresses contractors who solicit business through questionable tactics following severe weather events, putting in place a number of provisions that contractors must meet before soliciting business and performing a project. We conducted extensive research regarding the matter, and lobbied throughout the bill’s journey to passage to ensure that both our clients’ and the consumers’ interests were protected.
Syndicated Revolving Credit Facility
We assisted a long-time privately held client in negotiating, and on January 31, 2011, closing, a syndicated revolving credit facility of up to $125,000,000. In connection with obtaining the financing, we also assisted our client in a major and complex restructuring of its ownership and subordinated debt structure that had significant tax implications.
Tax-Exempt Financing
Represented The Christ Hospital in connection with a $30,000,000 tax-exempt bank qualified bond financing through Hamilton County, Ohio Hospital Commission. Transaction closed in December, 2010.
Tax-Exempt Financing
Represented Cincinnati Children's Hospital Medical Center in connection with a $30,000,000 tax-exempt bank qualified bond financing through Hamilton County, Ohio Hospital Commission. Transaction closed in November, 2010.
Tax-Exempt Financing
Represented Elizabeth Gamble Deaconess Home Association in connection with a $29,500,000 tax-exempt variable rate bond financing through Hamilton County, Ohio Hospital Commission.
University Advanced Research Agreements
We represent an automotive manufacturer in negotiating and completing numerous university advanced research agreements and cooperative research and development agreements, in which we leveraged a unique combination of Intellectual Property and Corporate transactional experience.
Updating Legislation for Building and Engineering Standards
Dinsmore worked closely with representatives from the Boiler and Pressure Vessel Board, as well as the Department for Housing, Buildings and Construction and labor interests to lobby for updated legislation related to building and engineering standards for the replacement of boilers, pressure vessels and associated piping in Kentucky. We conducted exhaustive research into updated standards, and incorporated modern standards developed by the American Society for Mechanical Engineers into the legislation to update the Code, which had not seen major revisions since being enacted in the 1960s. The new legislation enables Kentucky businesses to operate in accordance with modern standards, and also provides the Department the authority to regulate and audit the equipment.
Venture Capital Financing
Represented B2B e-commerce seller of promotional goods seeking $2,000,000 in first round venture capital funding.
Venture Capital Financing
Represented the company in obtaining $3,000,000 in "D" round preferred stock financing from venture funds.
Venture Capital Financing
Represented venture capital fund with focus on minority-owned businesses in early round convertible debentures and warrants.
Venture Capital Investment
Represented management consulting firm in receipt of capital investment from Goldman Sachs.
Warehouse and Manufacturing Plant Leases and Subleases
Represented Standard Register in negotiating and preparing six (6) warehouse and manufacturing plant leases and subleases with annual rental rates from $100,0000 to $450,000.
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