Experience
Nationwide Arena
As questions swirled around the economic future of the Columbus Blue Jackets, representatives of Franklin County, the City of Columbus, The Ohio State University (OSU), Nationwide Insurance and the Franklin County Convention Facilities Authority (CFA) formed a working committee to examine potential ways to help the Blue Jackets and keep them in Central Ohio. Along with OSU athletics, the Blue Jackets are one of the city’s biggest entertainment draws, and ensuring the viability of the team, along with Nationwide Arena, is important to not only the franchise’s future, but also the city’s economic health.
Dinsmore was the firm chosen to represent the CFA to negotiate and close this complex, multi-layered transaction. Dinsmore worked with the CFA and the other parties to develop a structure that allowed the CFA to take direct ownership of Nationwide Arena while allowing certain operating and capital expenses to be shared among the parties. To undertake this expense-sharing relationship, a non-profit entity called Columbus Arena Management (CAM) was formed as a joint undertaking by the CFA, Blue Jackets, Nationwide and OSU to operate and manage Nationwide Arena.
Dinsmore was intimately involved in all aspects of the transaction and took primary responsibility for drafting and negotiating the $42.5 million purchase agreement providing for the sale and restructuring of the existing arena ownership. Further, Dinsmore negotiated and prepared the other major agreements between the Blue Jackets, Nationwide and OSU that provided, amongst other items (i) the team’s continued use of the arena as its “home ice” through 2039, and (ii) the shared management and allocation of expenses for the arena. This transaction is projected to increase the arena’s viability as the financial stakes and responsibilities are now shared among a number of entities through CAM. Additionally, the Blue Jacket’s cost of occupancy is being reduced, which will enable them to better compete financially with other franchises.
The transaction marked one of the largest ventures between the private and public sectors in recent history in Central Ohio and made a significant statement within the Columbus community. In addition to ensuring the long-term viability of the Blue Jackets, Nationwide Arena and surrounding geographic areas, it also represents the coming together of several organizations and entities, each of which brought essential components to the transaction. In so doing, the CFA was able to build a better future for Columbus.
Dinsmore is proud and honored to have had the opportunity and responsibility to manage the process and provide counsel at each step.
Dinsmore was the firm chosen to represent the CFA to negotiate and close this complex, multi-layered transaction. Dinsmore worked with the CFA and the other parties to develop a structure that allowed the CFA to take direct ownership of Nationwide Arena while allowing certain operating and capital expenses to be shared among the parties. To undertake this expense-sharing relationship, a non-profit entity called Columbus Arena Management (CAM) was formed as a joint undertaking by the CFA, Blue Jackets, Nationwide and OSU to operate and manage Nationwide Arena.
Dinsmore was intimately involved in all aspects of the transaction and took primary responsibility for drafting and negotiating the $42.5 million purchase agreement providing for the sale and restructuring of the existing arena ownership. Further, Dinsmore negotiated and prepared the other major agreements between the Blue Jackets, Nationwide and OSU that provided, amongst other items (i) the team’s continued use of the arena as its “home ice” through 2039, and (ii) the shared management and allocation of expenses for the arena. This transaction is projected to increase the arena’s viability as the financial stakes and responsibilities are now shared among a number of entities through CAM. Additionally, the Blue Jacket’s cost of occupancy is being reduced, which will enable them to better compete financially with other franchises.
The transaction marked one of the largest ventures between the private and public sectors in recent history in Central Ohio and made a significant statement within the Columbus community. In addition to ensuring the long-term viability of the Blue Jackets, Nationwide Arena and surrounding geographic areas, it also represents the coming together of several organizations and entities, each of which brought essential components to the transaction. In so doing, the CFA was able to build a better future for Columbus.
Dinsmore is proud and honored to have had the opportunity and responsibility to manage the process and provide counsel at each step.
Operating Assets Acquisition
Assisted our client, a provider of tire and wheel subassemblies to manufacturers in the automotive industry, in its acquisition of certain operating assets of T&WA, Inc. The transaction included the assets of the Louisville headquarters of T&WA and the operating assets of four of T&WA’s facilities, located in Paris, KY; Montgomery, AL; Charlotte, MI; and Princeton, IN.
Physician sells practice to university
We represented a physician’s practice in the sale to a local university, his employment by the purchaser and the lease of the practice’s real estate.
Private Placements and Merger
I represented the Data Corporation in the development of the search engine that became the Lexis Nexis, along with ink jet printers and laser technology. I handled two private placements to obtain funds for its growth and negotiated and completed the legal work in regard to the merger with The Mead Corporation.
Purchase of Assets
We represented the purchaser of substantially all of the assets of Oerlikon Optics U.S.A., the U.S. operating arm of OC Oerlikon Management AG, a Swiss corporation. The purchase price was $6,200,000, with certain adjustments. A critical component of the transaction was the negotiation of a technology license agreement with the Swiss parent. Technology issues were negotiated with the Swiss entity and added a level of heightened complexity to the transaction.
Purchase of Membership Interests
Purchase of 100 percent of the membership interests of SphereOptics, LLC, a New Hampshire limited liability company. SphereOptics, in turn owned 100 percent of the ownership interests of SphereOptics SARL, a French company, and 10 percent of the ownership interests of SphereOptics GmbH, a German company. The initial purchase price plus an earn-out payment totaled $6 million. Closing date was January 19, 2010. The French and German interests required heightened due diligence and negotiation of specific representations and warranties, which we achieved with the assistance of local counsel. The French component involved last-minute tax planning to minimize the effects on French executives.
Purchase of Related Entities
When presented with the opportunity to purchase and manage the print directories and internet-based, local search services in the State of Alaska, the State of Hawaii and the greater Cincinnati metropolitan area, Kith Media turned to Dinsmore to help turn opportunity into reality.
Following extensive due diligence, we guided Kith Media through negotiations with interested parties, multiple transactions and executed a management agreement. In 2012, Kith Media assumed ownership and manages multiple properties, including core brands ACS Yellow Pages, Hawaiian Telecom Yellow Pages and Cincinnati Bell Directory Yellow Pages.
The company is the largest publisher of print and digital advertising directories in both Alaska and Hawaii and is the dominant player in Cincinnati, OH, the 27th largest metropolitan area in the country, with combined advertising revenue of more than $150,000,000.
Kith Media supports more than 25,000 local advertisers and 1,000 national advertisers. The company publishes 40 print directories and distributes more than 5.4 million copies to businesses and residences across their combined service areas.
Following extensive due diligence, we guided Kith Media through negotiations with interested parties, multiple transactions and executed a management agreement. In 2012, Kith Media assumed ownership and manages multiple properties, including core brands ACS Yellow Pages, Hawaiian Telecom Yellow Pages and Cincinnati Bell Directory Yellow Pages.
The company is the largest publisher of print and digital advertising directories in both Alaska and Hawaii and is the dominant player in Cincinnati, OH, the 27th largest metropolitan area in the country, with combined advertising revenue of more than $150,000,000.
Kith Media supports more than 25,000 local advertisers and 1,000 national advertisers. The company publishes 40 print directories and distributes more than 5.4 million copies to businesses and residences across their combined service areas.
Representation of Blaine Pharmaceuticals
Representation of Blaine Pharmaceuticals, a privately held Kentucky corporation as corporate counsel.
Representative transactions:
1. Acquisition of Maginex product line from Geist Pharmaceuticals of Indianapolis, Indiana. Participated in and documented acquisition transaction, inclusive of intellectual property encompassing patents, trademarks, inventory and related assets.
2. Acquisition of ReliaDose product line from former owners. Participated in and documented acquisition transaction, inclusive of intellectual property encompassing patents, trademarks, manufacturing relationships and related assets. ReliaDose is a product providing a system for delivery of pediatric medicines to infants, expected to be in widespread retail distribution.
3. Reorganization and recapitalization of Blaine effected to provide investment capital for company expansion and product roll out. Transaction involved complete corporate restructure to accommodate preferential equity investment effected through an exempt private placement transaction.
Representative transactions:
1. Acquisition of Maginex product line from Geist Pharmaceuticals of Indianapolis, Indiana. Participated in and documented acquisition transaction, inclusive of intellectual property encompassing patents, trademarks, inventory and related assets.
2. Acquisition of ReliaDose product line from former owners. Participated in and documented acquisition transaction, inclusive of intellectual property encompassing patents, trademarks, manufacturing relationships and related assets. ReliaDose is a product providing a system for delivery of pediatric medicines to infants, expected to be in widespread retail distribution.
3. Reorganization and recapitalization of Blaine effected to provide investment capital for company expansion and product roll out. Transaction involved complete corporate restructure to accommodate preferential equity investment effected through an exempt private placement transaction.
Representation of Enerfab, Inc.
Representation for over twenty years of Enerfab, Inc., an Ohio based entity that supplies: power plant maintenance and construction services, (including clean air technologies); storage plants and facilities for fresh (not from concentrate) orange juice in Florida and Spain; tanks, fabricated systems and construction services in the brewing industry; manufacture and supply of tank heads throughout North America; fabrication of carbon and stainless steel tanks, piping and products for a variety of industries.
Representative mergers and acquisitions and business transactions:
A. Negotiation of agreements for the construction and maintenance of aseptic orange juice storage facilities for such customers as Tropicana, CitroSuco North America, Sunkist Growers, and Golden Gem. Multiple projects with construction values in the hundreds of millions of dollars for the construction and maintenance of storage facilities with capacities in the tens of millions of gallons.
B. Multiple acquisitions of power plant maintenance and construction companies, including Fischback Power Services, Phillips Getchow Company, Aycock, Inc and others. Businesses acquired have yielded sales to Enerfab in the tens of millions of dollars.
C. Acquisition of the heads division of Trinity Industries, consolidating Enerfab's position as a significant supplier of heads to the North American market.
D. Acquisition of the Hamilton Kettles division of Allegheny Hancock, a transaction accretive to Enerfab's position in the heads market.
E. Assorted transaction agreements with Principal U.S. brewing companies, including Anheuser Busch, Coors-Molson, and Miller brands involving sales of goods and services related to brewery operation, maintenance, and construction.
Representative mergers and acquisitions and business transactions:
A. Negotiation of agreements for the construction and maintenance of aseptic orange juice storage facilities for such customers as Tropicana, CitroSuco North America, Sunkist Growers, and Golden Gem. Multiple projects with construction values in the hundreds of millions of dollars for the construction and maintenance of storage facilities with capacities in the tens of millions of gallons.
B. Multiple acquisitions of power plant maintenance and construction companies, including Fischback Power Services, Phillips Getchow Company, Aycock, Inc and others. Businesses acquired have yielded sales to Enerfab in the tens of millions of dollars.
C. Acquisition of the heads division of Trinity Industries, consolidating Enerfab's position as a significant supplier of heads to the North American market.
D. Acquisition of the Hamilton Kettles division of Allegheny Hancock, a transaction accretive to Enerfab's position in the heads market.
E. Assorted transaction agreements with Principal U.S. brewing companies, including Anheuser Busch, Coors-Molson, and Miller brands involving sales of goods and services related to brewery operation, maintenance, and construction.
Representation of Finn Corporation
Representation for over fifteen years of Finn Corporation, a U.S. manufacturer of heavy equipment for the landscape and nursery industry, inclusive of its parent DHG Inc. and its affiliates Express Blower, Inc. and CWS, Inc.
A. Negotiation and implementation of complete corporate restructure transaction involving the sale of the business from remaining founding members to investment funds.
B. Negotiation and implementation of transaction for acquisition by Express Blower Inc. of assets from Rexius Forest By-Products, Inc, of Eugene Oregon, to form the "high end" Express Blower blower truck line.
C. Negotiation and implementation of multiple bank financing and private debt arrangements under which DHG and its subsidiaries operate their business lines. Inclusive of off site inventory as collateral for bank loans, and debenture financing with warrants in the case of private debt financing.
D. Preparation of national and international dealer agreements, distributor agreements, demonstration agreements, consignment agreements and other arrangements pursuant to which client manufactures and distributes its products nationally and internationally.
A. Negotiation and implementation of complete corporate restructure transaction involving the sale of the business from remaining founding members to investment funds.
B. Negotiation and implementation of transaction for acquisition by Express Blower Inc. of assets from Rexius Forest By-Products, Inc, of Eugene Oregon, to form the "high end" Express Blower blower truck line.
C. Negotiation and implementation of multiple bank financing and private debt arrangements under which DHG and its subsidiaries operate their business lines. Inclusive of off site inventory as collateral for bank loans, and debenture financing with warrants in the case of private debt financing.
D. Preparation of national and international dealer agreements, distributor agreements, demonstration agreements, consignment agreements and other arrangements pursuant to which client manufactures and distributes its products nationally and internationally.
Representation of Xanodyne Pharmaceuticals, Inc.
Representation of Xanodyne Pharmaceuticals, Inc., a pharmaceutical company operating in the area of women's health care products, from inception to the present.
Representative business transactions:
1. Acquisition of Amicar, Levoprome and methotrexate products from Immunex Corporation. Handled all aspects of transaction, including acquisition of intellectual property, manufacturing arrangements, and venture capital financing necessary to provide Xanodyne with funds for the acquisition.
2. Sale of methotrexate injectable product line to Wyeth Pharmaceuticals. Handled all aspects of the negotiation and documentation in the disposition transaction.
3. Acquisition by merger of Integrity Pharmaceutical Corporation of Indianapolis, Indiana. Brought to the company numerous women's health products in the urinary care line. Handled all aspects of the acquisition inclusive of merger documentation and all processes associated with legally effecting the merger transaction.
Representative business transactions:
1. Acquisition of Amicar, Levoprome and methotrexate products from Immunex Corporation. Handled all aspects of transaction, including acquisition of intellectual property, manufacturing arrangements, and venture capital financing necessary to provide Xanodyne with funds for the acquisition.
2. Sale of methotrexate injectable product line to Wyeth Pharmaceuticals. Handled all aspects of the negotiation and documentation in the disposition transaction.
3. Acquisition by merger of Integrity Pharmaceutical Corporation of Indianapolis, Indiana. Brought to the company numerous women's health products in the urinary care line. Handled all aspects of the acquisition inclusive of merger documentation and all processes associated with legally effecting the merger transaction.
Roll-Up Acquisition
Five simultaneous acquisitions of independent, competing ambulance services utilizing various structures (stock purchase, merger, stock exchange) to optimize tax consequences and private placement of equity securities to obtain necessary funding.
Sale / Merger
Our firm represented Exchange Bancshares, Inc., an Ohio bank and holding company, in its sale to and merger with Rurban Financial, an Ohio bank and holding company.
Sale and Merger of Bank
We represented Ripley National Bank in its sale and merger into Oak Hill Banks.
Sale of Air Pollution Control Company
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.
Sale of Assets
Represented seller in $9,000,000 sale of lottery.com URL and business to U.K. purchaser.
Sale of Commercial Printer
We represented Johnson & Hardin in its acquisition by World Color Press, Inc. World Color acquired Johnson & Hardin's two facilities, located in Cincinnati and Lebanon, Ohio, adding 450,000 square feet of production capacity and a workforce of 780 employees. At the time of the transaction, Johnson & Hardin had annual revenues of approximately $80 million while World Color employed approximately 13,000 employees and operated 38 facilities nationwide.
Sale of DuBois Chemicals Inc.
Assisted our client, Chemed Corporation, in the $250MM cash sale of its DuBois Chemicals Inc. subsidiary to the Molson Companies of Canada. DuBois manufactures and sells institutional and industrial maintenance and cleaning products.
Sale of Family-Owned Coal Company
When Pine Branch Coal Sales was presented with the opportunity to sell their operating assets, they turned to Dinsmore for counsel. A family-operated coal company, Pine Branch was approached by Blackhawk Mining, LLC about the potential transaction, which would allow Blackhawk to more than double its production. We worked with Pine Branch to facilitate the deal, including conducting due diligence analysis and preparing and drafting the appropriate documentation. We also assisted the client with the complex financial aspects of the deal, which included a component of seller financing and a multi party intercreditor arrangement with a consortium of lenders headed by Deutsche Bank. We then counseled the client through the closing and execution of the sale, which was completed efficiently and to the satisfaction of the client.
Sale of High-end Printing Company to Consolidated Graphics, Inc.
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.
Sale of National Third-party Administrator
We represented our client, United Medical Resources, in its acquisition by UnitedHealthcare. United Medical Resources, a national third-party administrator, worked with more than 120 customers in health care, manufacturing, retail and service industries. The company maintained its Cincinnati-area headquarters following the sale. At the time of the transaction, United Medical Resources administered more than 1,400 health benefit plans for more than 400,000 members.
Sale of Specialty Publisher
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.
Sale of Technology Company
When Space Computer Corporation, a technology company that specializes in software for hyperspectral sensors, sought counsel to guide them through a merger with ITT Exelis, they turned to Dinsmore. Space Computer Corporation’s business includes the development and production of hyperspectral sensors, which are installed on satellites, manned aircraft and unmanned vehicles to detect hidden or obscure targets, cue other sensors, and downlink real-time data to analysts, including providing such services and products to the defense industry, U.S. military and government organizations. We were tax and transactional counsel, advising the clients on all aspects of the transaction, including tax structuring, negotiating terms, drafting the applicable documents, closing, and ensuring that our client’s interests were protected throughout the entirety of the transaction.
Simultaneous Asset and Stock Purchase
Represented a foreign entity in a multimillion-dollar acquisition of coal producing companies. Provided client with advice which minimized tax consequences and facilitated the establishment of more economical mining operations.
Stock Exchange
Acquired complementary Internet-based business by stock exchange.
Stock Exchange
Represented the purchaser in the $20,000,000 acquisition of a competing chain of vision correction centers.
Stock Purchase
Represented a publicly-held provider of engineering design software in the cash stock purchase of a data management software company.
Stock Purchase
Represented publicly-held provider of engineering design software in acquisition of competitive product data software company for cash
Stock Purchase
Parties to corporate litigation settled their suit through partial sale, partial spinoff of key property in a stock purchase transaction.
Stock Purchase
Assisted client with obtaining financing for, negotiating and finalizing acquisition of a family owned manufacturing business.
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