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.”
Counseled Financial Services Holding Company through $290 Million Merger
Our attorneys counseled Peoples Bancorp Inc., a diversified financial services holding company, in its acquisition of Premier Financial Bancorp, Inc. and its subsidiaries. The merger, valued at roughly $290 million, enabled Peoples to grow its reach and customer base in exiting market while expanding into such states as Maryland, Virginia and Washington D.C. Peoples regularly looks for ways to grow strategically through mergers and consolidation, and our attorneys counseled our client throughout the process, from due diligence, negotiations of the definitive agreement and preparation of the applications, registrations and filings to the SEC, Federal Reserve, and other state regulatory agencies. Because of the complexities of the public companies involved, and desire to announce the transaction in-line with earnings releases, our attorneys worked quickly and strategically, considering and planning for any possible challenges and scenarios that could arise during negotiations while simultaneously working to meet all local, stand, and federal standards.
Represent Credit Union in Data Breach, Advise on Prevention
We represented a credit union that suffered a data breach when a rogue employee made confidential information public. We assisted the client with the data breach notification process and worked with their technical staff to perform a risk analysis on the systems and data to determine how the breach may have happened. We determined the full extent of the breach, and advised the client on implementing internal controls to prevent the situation from occurring again.
Represented a Bank Holding Company in an Acquisition
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.
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.
Purchase of two bank branches to allow for market expansion
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.
Multiple Bank and Insurance Agency Acquisitions for Peoples Bancorp, Inc.
Asset Sale of Dakin Insurance Agency, a Subsidiary of LCNB Corp., to an Ohio Insurance Group
Nationwide Arena Ownership, Use and Management
We served as counsel to the Franklin County Convention Facilities Authority in a transaction by which the Authority became the owner of Nationwide Arena with financing provided by the City of Columbus, Franklin County, State of Ohio and Nationwide Insurance based on casino tax revenue.
We were 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, we 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.
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.
Acquisition by LCNB Corp. of Eaton National Bank and Trust
Nationwide Arena
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.