Mergers & Acquisitions

Experience

Represented a Telecommunication Construction Company with Strategic Asset Purchase of Company Operating Broadband Cable Networks in Kentucky

Client: Bowlin Construction Enterprises, Inc.

Our client’s newly formed subsidiaries, White Cloud Communications US, LLC and White Cloud OZ, LLC, purchased the assets of a local company operating broadband cable networks throughout Kentucky. This deal enables our client to continue its strategic expansion throughout the greater Midwest and sets up the company for continued future success. Dinsmore worked together with seller's counsel through every step of the transaction, which included several regulatory issues with the Federal Communications Commission and the development, formation, and implementation of a unique ownership structure enabling the company to utilize the benefits of a Qualified Opportunity Fund.

Represented Health Care Consulting Firm & Data Analytics Company through Merger

Client: HealthScape Advisors, LLC

Our clients HealthScape Advisors, LLC, a health care consulting firm, and Pareto Intelligence LLC, a data analytics company, agreed to a merger with Convey Health Solutions, a health care technology company. Combining their resources enabled the three companies to create a single go-to entity that optimized outcomes and served more than 200 customers, including the nation’s leading commercial and government-sponsored health plans. Dinsmore was lead transaction counsel to HealthScape and Pareto.

Performed Due Diligence on a Potential Acquisition Target

We performed key diligence on a U.S. target for acquisition by European companies ultimately owned by a Chinese conglomerate. We assisted the client to understand the target in detail, and then ultimately did not pursue the transaction, which was a win for the client.

Sale of Start-Up Tech Company

Among numerous sales of small to large start ups, we handled the sale to a French Public Company of a private company involved in software consulting and integration for B-2-B applications and interfaces with SAP and Oracle ERP systems: e-Purchasing, e-Sourcing, e-Procurement and e-Invoicing.  Closed this transaction in record time: one and a half weeks. This favorable result was made possible by Dinsmore’s deep bench of Mergers and Acquisitions, Intellectual Property, Tax, International and Employee Benefits lawyers.

Counseled Nonprofit in Sale of Two Nursing Homes

Client: nursing home owner

We represented an owner in the $14 million sale of two nonprofit nursing homes in Ohio. Our role included negotiating terms of the sale, negotiating a purchase agreement, coordinating due diligence, filing appropriate documentation with state regulators, handling special considerations for the sale of a nonprofit property, and closing the transaction.

Counseled Nursing Home Owner in Sale of Two Nursing Homes

Client: A large nursing home owner

We represented an owner of nursing homes in the sale of two Ohio facilities. Our role included negotiating terms of the $16.7 million sale, negotiating a purchase agreement, coordinating due diligence, filing appropriate documentation with state regulators, resolving real property issues at the sites, and closing the transaction.

Represented a Bank Holding Company in an Acquisition

Client: United Bancshares, Inc. (Buyer)

We counseled our client (United Bancshares, Inc.) through its merger with another bank (Benchmark Bancorp Inc.). The merger allowed our client to expand their presence in the Columbus, Ohio market. Our role included negotiating terms, drafting documents, preparing regulatory applications, preparing securities disclosures and closing the transaction.

Represented the Owner of a Chemical Manufacturer During the Company’s Sale

We assisted the sole owner of a company that manufactured specialty chemical dyes in selling most of the assets of the company to a large conglomerate that had been a former customer. Our team handled negotiations with the buyer from the beginning to the end, and both sides closed the transition content they had received adequate value in the transaction.

Sale of Closely-held Pet Food and Supplies Company

Client: Pet Food and Supply Company

Dinsmore served as lead counsel representing the sellers of a closely-held pet food and supplies business headquartered in Louisville, Kentucky with an enterprise value in excess of $70 million, in an extensive corporate reorganization, including the conversion of an S Corporation to a limited liability company, and a subsequent sale of a majority equity stake in the newly-formed limited liability company to an international private equity firm.

Acquisition of Interest in Laser Technology Company

Dinsmore was lead counsel representing a private equity firm in its acquisition of an ownership interest in a laser technology company.

Merger of Multi-state Non-profit Electrical Cooperatives

Dinsmore served as counsel with respect to the merger of two non-profit electrical cooperatives providing electrical services to more than 40,000 members in Kentucky and Tennessee and provided assistance with obtaining associated regulatory approvals.

Acquisition of Community Bank

Dinsmore represented a publicly-traded community bank in its multi-million dollar merger with Ohio-based bank holding company and community bank in exchange for cash and stock of the publicly-traded community bank.

Acquisition of Payroll Services Company

Dinsmore represented a private buyer in the acquisition of a controlling interest in a payroll and related services company and corresponding private securities offering under Regulation D.

Sale of Closely-Held Health Care Enterprise

Dinsmore served as lead counsel representing the sellers of a closely-held health care enterprise in the multi-million dollar asset sale of multiple nursing homes.

Represented Client in Sale of Family Business

Client: Distributor of rotating electric units and parts

We supported our client, a closely-held business, during its sale to a private equity buyer. We helped the business navigate the deal with a sophisticated buyer and buyer counsel and struck a necessary balance by following our client’s lead on deal terms, strategy and work flow while identifying pitfalls and bringing market knowledge to bear. Our client was concerned about their employees, customers and suppliers, and with obtaining proper value for their life’s work. Ultimately, we helped our client achieve a successful exit and remain true to their values and principles.

Dinsmore counsels Lexmark International to acquire Kofax Limited for $1 billion

In a major technology deal, Dinsmore counseled Lexmark International, Inc., a Lexington, KY manufacturer of laser printers and provider of enterprise software services, in the acquisition of Kofax Limited, a software provider incorporated in Bermuda and headquartered in Irvine, CA. Pursuant to the Merger Agreement, Lexmark paid $11.00 per share in cash to acquire all issued and outstanding common shares of Kofax for a total enterprise value of approximately $1 billion.

“This was a very competitive public bid process,” said Susan Zaunbrecher, Chair of the Corporate Department. “The relationship we’ve built with Lexmark was crucial to how smoothly this acquisition transpired.”

Dinsmore has served as deal counsel to Lexmark in more than 10 transactions, including the acquisition of Perceptive Software, Inc., Lexmark’s first acquisition in the enterprise software industry, and the divestiture of Lexmark’s inkjet business.

General Representation

I have been involved in the formation and growth by syndication, bank financing, zoning and other legal relationships with Towne Properties since its inception in 1961.

Counseled a SaaS company through a complex merger

We served as deal counsel in advising our client, a software-as-a-service provider that serves the construction industry, through a complex reverse triangular merger involving an industry competitor and a private equity firm. Genstar Capital, a private equity firm that focuses on investing in software and technology companies, purchased our client iSqFt and another SaaS company that serves the construction industry, BidClerk. The transaction enabled Genstar to create an integrated company to fully serve the software, data and technological needs of the commercial construction industry. We worked on behalf of our client to navigate through every step, through initial due diligence to negotiating terms with Genstar and BidClerk and closing the transaction, The transactions will enable our client to significantly strengthen their platform of services and meet the evolving needs of their customer base.

Strategic Acquisition of Workflow One for $218 Million by Standard Register

The opportunity, and the ability, to grow is an important factor in the success of any business, especially in an increasingly-competitive marketplace. We advised Standard Register, formerly one of the world’s leading providers of printing and business communication solutions, throughout their purchase of Workflow One, a print management and distribution company. The value of all consideration and financing totaled in excess of $350 million.

Purchase of New $22 Million Headquarters Facility for Wright-Patt Credit Union

Wright-Patt Credit Union, Inc. (WPCU) is one of the largest credit unions in Ohio, with nearly $2.5 billion in assets and 25 branches operating in the Greater Dayton area. With the company continuing to grow in service to nearly 250,000 members, they sought a new headquarters facility, wanting to add more space and resources but still maintain their home in the region. We served as project counsel to help WPCU efficiently secure a new facility that nearly doubled their square footage and positioning them for the future.

Our client had already discovered a facility owned by a prominent development company. The facility was originally constructed to be the home of a global IT company specializing in government contract work that had since consolidated their operations. We drafted a letter of intent to purchase, performed due diligence on the site, ensured the facility was in compliance with environmental statutes and regulations, and drafted the purchase and sale documents for the $22.75 million facility.

Only four months had passed from the time WPCU expressed an interest in moving to the close of the sale. The purchase agreement also provides our client access to a state of the art data center in the new facility, resulting in a substantial cost savings. The data center was originally constructed to support IT work contracted by the federal government and will now provide WPCU with access to technological resources that enhance members services.

In addition to helping our client add more space and remain in the Dayton area, we provided additional value by negotiating an option agreement in favor of WPCU with the development company. This agreement requires the development company to immediately market WPCU’s current facility, while providing a guaranteed exit strategy for our client if the property cannot be sold in the current real estate market. We are very excited to work with WPCU as it enters yet another phase of impressive growth.

Sale of a Geospatial Business to Private Equity Firm

We counseled a geospatial business in all aspects of its sale to a private equity firm that was part of a roll-up of geospatial solution providers. We advised the client at each step of the transaction, including negotiating the term sheet, responding to due diligence, structuring the transaction, negotiating the purchase documents and executing the closing of the transaction. The sale was completed efficiently and to the satisfaction of the client.

Refinancing of Original Acquisition Loan for Tri-Arrows Aluminum

Success often brings about new opportunities for businesses, and taking advantage of those opportunities can open the door for further victories. The continuing success of Tri-Arrows Aluminum, an aluminum processing company formed in 2011 and owned by a consortium of Japanese companies, caused them to seek financial avenues that would pave the way for long-term stability and growth. We worked closely with Tri-Arrows to advise them on the $267 million refinancing of their original acquisition loan with a consortium of five lenders. We worked with the client throughout the entirety of the process, including modifying the loan documents to fit the client’s new financial circumstances, which had changed since the original loan. We also addressed numerous compliance issues during the process, including UCC and security requirements. We worked to complete the transaction in just 30 days in order to accommodate the close of the client’s fiscal year. The completion of the refinancing ensured the client was able to free up funds for increased cash flow at lower interest rates, as well as providing for lower capital costs.

Cross-Border Acquisition by Merger and Stock Purchase

Represented a U.S. public company in its acquisition of a Canadian/Swiss sporting goods importer/reseller in parallel Canadian stock purchase and SEC-registered U.S. stock merger transactions.

Strategic Sale of a Provider of Fleet Maintenance Services

We represented a leading provider of fleet maintenance services throughout their sale of a subsidiary that provided logistical and administrative support for government installations to a government service company. We counseled the client at each step of the transaction, including preparing responses to due diligence requests, negotiating terms, preparing documents and handling the closing. The transaction was completed to the satisfaction of our client.

Multiple Bank and Insurance Agency Acquisitions for Peoples Bancorp, Inc.

When Peoples Bancorp sought to expand their geographic footprint, they turned to Dinsmore for counsel. We guided Peoples Bancorp, Inc., the parent company of Peoples Bank, NA, through the acquisition of Sistersville Bancorp, Inc., the parent company of First Federal Savings Bank. We counseled the client through the transaction, beginning with due diligence, assessment of the risks and benefits and the structuring of the transaction. We also negotiated and drafted the documents for the acquisition, which included the merger of the two holding companies and the subsequent merger of the two subsidiary banks, resulting in two additional full-service bank branches for Peoples Bank located in Sistersville and Parkersburg, West Virginia. We also worked with the client to ensure compliance with banking regulators, including the Federal Reserve, the Office of the Comptroller of the Currency and various state organizations, and handled all of the regulatory application filings. We also counseled the client through transitioning and terminating employee benefits plans to ensure legal compliance and compliance with People’s plans. The acquisition, which was completed for aggregate cash consideration of approximately $9.81 million, enables the client to continue their growth into new markets and positively impact their earnings in the near future.

Acquisition of Regional Transportation Businesses

Client: Publicly Traded Transportation Company

Dinsmore & Shohl has acted as lead U.S. counsel for all acquisitions of regional transit companies for one of the largest transit companies in the world.  Our firm has completed a multitude of these acquisitions with a total aggregate value far in excess of $100 million.

Stock Purchase

Client: Publicly Traded Transportation Company

Represented Purchaser in the $18 million stock purchase of a school bus company. Dinsmore assisted its client, the U.S. division of a publicly-traded United Kingdom company, with the acquisition of a Pennsylvania-based school bus company.

Merger

Client: Technology Company

We represented the purchaser of a financially troubled technology company in the construction services industry in a $36 million reverse triangular merger, which included combining two companies with complex capital structures due to multiple rounds of venture capital financing for each entity.