Laying the Foundation

Every business needs certain tools to compete, from a strong product or service to the ability to effectively market and distribute it to a clear plan for the company’s future. But the basis for each of those steps begins with a solid foundation that establishes the company in the marketplace. Building a corporate structure that is sustainable is imperative for long-term success, and enables a business to evolve in a changing market.

For Tri-Arrows, that blueprint was born out of a complex divestiture and accompanying purchase that ultimately led to their formation. Formerly a subsidiary of BP Company North America, where they were known as ARCO Aluminum, they were purchased by a consortium of five Japanese companies, who had formed a holding company and a subsidiary for purposes of the purchase. The subsidiary then purchased the ARCO stock, and enlisted Dinsmore to guide a merger into the subsidiary company, which was then renamed Tri-Arrows Aluminum. Efficiently managing the multi-layer transaction, our team worked to expedite the process, structuring the merger and managing the flow of documents to complete the transaction.

We also have handled a number of administrative projects for Tri-Arrows since their formation, ensuring that they remain on a sustainable path to long-term success. We assisted the company with changing its fiscal year to better suit their operations and financing schedules. We worked closely with Tri-Arrows to draft new bylaws that allowed for the formation of a steering committee tasked with providing strategic planning and guidance. Comprised of members of the board and management, the committee should enable key management personnel within Tri-Arrows to become more deeply involved in large-scale planning actions of the company.

In furtherance of the merger and the change in fiscal years, we amended the credit agreement of Tri-Arrows and its parent company, including matters related to name changes of Tri-Arrows and its parent company, the issuance of new stock certificates and delivery of new stock powers.

The collaboration between Dinsmore and Tri-Arrows has paved the way for a successful future.

We developed a structure which allowed the economic benefit of certain non-assignable coal supply agreements to be realized by the new entity without breaching the anti-assignment provisions.

Guided Fortune 100 client through a multi-year financing plan to facilitate acquisitions, dispositions, joint ventures, the offer and sale of debt and equity securities and the restructuring of its balance sheet resulting in transforming the client from a $2 billion local gas distribution company to $7 billion interstate pipeline company over a period of seven years.

We represented a national equipment distributor in a Department of Justice investigation into a merger between our client’s competitor and a shared supplier. We counseled our client as a witness who offered relevant information to expedite the investigation.

Served as U.S. counsel to a German company in the establishment of a U.S. joint venture with a U.S. provider of audio-visual systems for cruise ships.

Thomas J. Murray and Daniel J. Konrad served as lead counsel to target in its acquisition by national food company in a merger involving significant federal securities law and anti-trust aspects.

Thomas J. Murray served as Issuer/Acquirer lead counsel in Premier Financial Bancorp, Inc.’s SEC registration and issuance of common stock and connected private placement of TARP preferred stock to assist in capitalizing the interstate acquisition of a troubled bank holding company.

Thomas J. Murray served as lead counsel in Premier Financial Bancorp, Inc.’s affiliate mergers of bank subsidiaries in West Virginia, District of Columbia, Virginia, Kentucky and Ohio with overall legal and compliance responsibility for effecting subsidiary mergers and qualifications in all jurisdictions.

We represented a U.S. pharmaceutical company in its sale to and merger with a British based plc.

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.

Simultaneous "roll-up" acquisition of seven different CAD/CAM resellers in cash/stock mergers funded by an initial public offering.

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.

Represented clients in the health care industry with respect to mergers and acquisitions, including:

$27 million divestiture of 11 long term care nursing home facilities.

$4.7 million acquisition of competitor for home infusion and specialty care pharmacy provider.

$12 million acquisition of competitor for home infusion and specialty care pharmacy provider.

$4 million divestiture of pediatric private nursing duty business.

$6.4 million acquisition of competitor for home infusion and specialty care pharmacy provider.

$5.5 million acquisition of competitor for home infusion and specialty care pharmacy provider.