Experience
Counseled Client in its Acquisition of a $1.9 Billion Publicly Traded Financial Holding Company.
Peoples Bancorp Inc. has engaged us for a variety of significant projects involving M&A and regulatory matters over the last 12 months. We partnered with Peoples on its most significant acquisition to date with our team, the purchase of Premier Financial, a $1.9 billion dollar public company with financial operations in seven states. This was a complex deal requiring a deep and broad team to handle a three-step merger, shareholder approvals, various regulatory approvals, and multi-state filings. The team was heavily involved in negotiating proper allocations of risk, transaction documents, and leading diligence, working hard in a compressed timeframe to get to signing. Other projects completed with Peoples included advising on a variety of corporate governance matters and regulatory matters.
Counseled Leading ULT Freezer Company through Merger
We counseled our client, Stirling Ultracold, an innovative developer and manufacturer of ultra-low temperature (ULT) freezers for life science and biopharma research, through its merger with BioLife Solutions, Inc., a developer focused on bioproduction devices used in cell and gene therapies. The all-stock mergers was in excess of $230 million.
Stirling’s CEO saw the potential for increased demand for the company’s freezers during the COVID-19 pandemic as the freezers were a direct competitor to dry ice used in storing the COVID-19 vaccine. Merging with BioLife enabled Stirling to execute an aggressive strategic plan marketing and selling its freezers. Dinsmore served as the company’s general counsel since 2019, and our team of attorneys brought experience in mergers and acquisitions, labor, insurance, and life sciences, all of which was necessary to fully understand and address the company’s specialized needs. We counseled our client through the merger while simultaneously defusing challenges. Our team’s collective experience enabled Stirling’s executives to address the company’s short-term needs while also achieving its long-term goal.
“The entire team at Dinsmore was, by far, the best engagement I have had in the 15-plus strategic transactions I have done throughout my career,” said previous Stirling Ultracold CEO Dusty Tenney, now COO and president at BioLife. “Their responsiveness, engagement, availability and deal leadership were extraordinary from LOI to closing.”
Complex ESOP Transaction
We counseled a global manufacturer of additives for lead acid batteries through a complex ESOP transaction intended to provide liquidity to the company’s shareholders. This transaction involved a collaborative team of Dinsmore attorneys across practice groups who worked closely with ESOP trustee counsel, the lender’s counsel, and other environmental and financial advisors. The team oversaw the company’s due diligence, in particular its specialized environmental due diligence, conducted a tender offer due to the relatively sizeable number of shareholders involved, and constructed the ESOP plan and other ancillary plan documents. We ultimately finalized a plan and consummated the transaction enabling our client to achieve its goal of a sustainable balance between what is best for its business, employees, shareholders, and community.
Assisted with the Acquisition of a Cyber Security Specialist
We assisted our client, a European government-owned entity, during the acquisition of a cyber security specialist. We drove a successful CFIUS filing process, which was necessary because national security and government contracts were involved. We also assisted on agreement issues and coordinated with European counsel.
Committee on Foreign Investment in the U.S. (CFIUS)
We routinely analyze transactions to determine the applicability of the CFIUS process, and make the required filings to obtain U.S. government pre-approval of cross-border transactions, including structuring remedial measures to modify governance and operational and reporting procedures.
Oversaw the Complex Acquisition of a USA-Based Nuclear Service Company
Our client, an agriculture and engineering group, acquired a nuclear engineering company. We drove a successful CFIUS filing process, necessary because national security and government contracts were involved. We handled most all aspects of the complex deal, from start to finish.
Represented a U.S. Tech Company During a European M&A Deal
We assisted our client, a U.S. public tech company, in the acquisition of a Euro/U.S. target. We performed a CFIUS analysis, assisted with the acquisition agreement, performed due diligence and assisted with governance issues while coordinating with European counsel.
Client Settlement
Principal representative of a major investment bank and Fortune 20 company in an industry-wide group that obtained precedent-setting relief from the SEC that effectively permitted settlement of significant litigation with the SEC and state attorneys general affecting more than $60 billion in securities, Auction Rate Securities -- Global Exemptive Relief.
Securities Counsel
Devised successful defense strategy for Fortune 100 client in the energy services business in a widely reported SEC investigation. Managed client team in responding from discovery through a substantial internal investigation and multiple Wells submissions.
Acquisition of Coal Mining Operation Assets
We served as transaction counsel to Coronado Coal II LLC in an approximately $174 million transaction involving the acquisition of the coal mining operation assets of Cliffs Logan County Coal, LLC from Cliffs Natural Resources, Inc. The assets involved in the transaction were active underground and surface mines with metallurgical and thermal reserves, preparation and loading facilities and related infrastructure. We advised the client at each step of the transaction, including the initial offer and proposed letter of intent, due diligence, negotiating the purchase agreement, transition services agreement, permit operating agreement and certain third party agreements and efficiently executing the closing of the sale. The transaction, was the firm's fourth coal asset acquisition for this client and the entities associated with it since 2012.