John R. Rhorer, Jr.

Experience

Corporate Reorganization and Asset Purchase

This transaction involved a corporate reorganization of Seed Restaurant Group, Inc. and its subsidiaries followed by the sale of substantially all of the assets of the company and its subsidiaries to an affiliate of Sun Capital Partners, Inc.  Our firm's experience negotiating business acquisition transactions in the context of multiple bidding parties enabled the client to maximize shareholder value and consummate the transaction within the desired time-frame.

Joint Venture

This transaction involved an investment in preferred stock, a joint venture formed for the purpose of expanding the Fazoli's brand into new U.S. markets, and an option to purchase the assets of the company.  Our experience negotiating joint ventures and other business acquisitions enabled our client to secure the capital necessary to further develop and expand the Fazoli's restaurant brand while maintaining effective managerial and operational control over the strategic direction and vision of the company's business concept.

Represented Coal Company in Acquisition of Mines

Dinsmore, led by Tom Rubenstein and Jason Sims, represented Coronado in a $420 million transaction that included 14 other attorneys from various practice groups within the firm. In the transaction, Coronado acquired the Buchanan Mine Complex in Southwest Virginia along with the idled Amonate Complex and additional undeveloped metallurgical coal reserves in Southwest Virginia and Pennsylvania from CONSOL Energy, Inc.

Dinsmore acted as lead counsel in the transaction and was responsible for nearly all legal issues concerning the transaction, including advising the client on environmental, tax, labor and employment, employee benefits and real estate issues.

This particular coal transaction involved complex issues because CONSOL Energy retained rights to the natural gas on these properties, which required Dinsmore to assist Coronado in the negotiation of cooperation agreements related to the properties and advising Coronado on the proper structure for the transaction based on the continuing relationship that will exist between Coronado and CONSOL Energy after the consummation of the transaction.

Coronado significantly increased its capacity with this acquisition and now has an enhanced position in the markets it serves with a greater ability to serve its customers and increase its overall sales.

Blackhawk Mining Acquires Patriot Coal Corporation

In late October, a transaction closed in which Blackhawk Mining (Blackhawk) purchased most of the assets of Patriot Coal Corporation (Patriot) out of bankruptcy. Dinsmore served as counsel to the acquirer, Blackhawk, who had previously purchased other portions of Patriot’s assets in 2014.

The acquisition resulted from Patriot filing bankruptcy for the second time in three years, which added several layers of complexity to the transaction. Many parties were involved in the deal, including among others, the sellers, lenders, creditors, lessors, suppliers, and the United Mine Workers of America, whose existing contract with Patriot was rejected and replaced with a new contract negotiated with Blackhawk. Blackhawk’s bid was selected as the stalking horse offer, but several other interested buyers submitted competing offers, and an aggressive auction process ensued.

The total value of the transaction approached $1 billion. In addition to a multi-tiered financing structure involving the issuance of new equity securities in Blackhawk and the restructuring of Patriot’s and Blackhawk’s prior loan facilities with over $900,000,000 in new debt, the deal involved the assumption by Blackhawk of substantial reclamation and other liabilities, the posting of new bonds with state environmental authorities, and agreements to perform reclamation work on mining sites purchased from Patriot by the Virginia Conservation Legacy Fund.

“This was a very large and difficult transaction, which took months of work by numerous attorneys and staff in many departments and office locations,” said Susan Zaunbrecher, Corporate Department Chair. “The team of Dinsmore attorneys worked cohesively for our client, and, in the end, beat out a lot of impressive competition.”

Most of the six active mining complexes in the acquisition are located in West Virginia, with additional properties and mines in Kentucky, Ohio, Indiana and Illinois. Blackhawk saw the Patriot acquisition as an opportunity to expand its presence in the metallurgical coal market, as a complement to its prominent position as a producer of thermal coal.

“The demand for all coal is down significantly,” said Chauncey Curtz, Chair of the Natural Resources Group. “As a result of this deal, our client is well-positioned to survive the downturn and enjoy continued success as a low cost producer of both thermal and metallurgical coal for many years to come. That’s the most important thing to us.”

Asset purchase of idled metallurgical coal mine

We served as counsel to a coal company in the $4 million asset purchase of an idled metallurgical coal mine in southern West Virginia. We counseled the client through every phase of the transaction, from pre-transaction planning and due diligence to drafting the purchase documents to handling the closing. As part of the transaction, we also advised the client regarding the purchase of associated leases of reserves and permits, as well as certain equipment and related assets.

Acquisition of Two Metallurgical Coal Companies in West Virginia

Client: Coal Company

In an environment of increased scrutiny and regulations, coal companies and mine operators must be able to strategically grow and evolve in order to succeed. Seeking to expand their role in the metallurgical coal market, the coal company turned to Dinsmore to guide them through the acquisition of the two metallurgical coal companies with coal mine complexes in southern West Virginia. We served as deal counsel for the transaction, handling everything from due diligence to negotiating the purchase agreement to coordinating, negotiating complex employment liability issues, and shepherding the closing of the sale. The transaction will enable our client to enter the metallurgical coal market and expand their business offerings moving forward.

Acquisition via Merger

Host Communications, Inc. ("HOST") is a sports marketing and association management company that was the primary marketer for the National Collegiate Athletic Association.  Its annual revenues exceeded $46 million.  HOST also held a 34% interest in its affiliate, Universal Sports America, Inc. ("USA"), a successor to a number of businesses formed to operate and market grass-roots participation events.  USA's annual revenues exceeded $62 million.

Bull Run Corporation, a publicly traded company, through a corporate reorganization and a series of subsidiary mergers acquired HOST, USA and Capital Sports Properties for consideration of cash and common stock in the approximate amount of $158 million.  See Form S-4 Registration Statement, as amended, for B.R. Holding, Inc. filed on August 9, 1999.

The firm's experience as sports marketing counsel for HOST and USA brought inherent knowledge of the niche industry to the deal.

Asset Purchase and Stock Purchase

This transaction involved the sale, by Hunter Manufacturing Group, Inc., of substantially all of its assets, including all of its stock in its Canadian subsidiary, Hunter Licensed Sports Distributing Ltd.  Our firm's experience in the sports marketing industry and field of mergers and acquisitions enabled the client to complete this transaction in an efficient and timely manner.

Big Sandy Company, L.P. v. Sidney Coal Company and Cliffs Mining

Our firm represented Big Sandy, the owner of land in Eastern Kentucky, for breach of contract and other tort claims seeking proper payment of delinquent coal royalties and seeking to terminate a long term lease for failure to pay these royalties. In a split decision, an arbitration panel ruled that, while the lease could not be terminated, Sidney Coal Company had breached the lease and ordered Sidney to pay overdue royalties to Big Sandy.

Credit Agreement

Our firm assisted the lender with negotiation of loan documents relating to the financing of a coal company with operations in Kentucky and West Virginia.  Due to our experience in representing clients in the coal industry, we were able to provide much-needed local assistance to the New York bank with regard to issues unique to the coal industry including property, environmental and operational matters.

Merger

This transaction involved the merger of Mason & Hanger Corporation's parent company with a subsidiary of Day & Zimmerman, Inc.  Consideration for the merger included an undisclosed amount of cash plus a series of subsequent payments based on the post-closing performance of the business.  Our firm's experience negotiating mergers and acquisitions in the context of multiple bidding parties enabled the corporation to maximize shareholder value while completing the transaction in an efficient and timely manner.

Purchase Agreement and Financing for Jewelry Manufacturing Facility

When one of the world’s best known jewelry companies was looking for a location to house their new manufacturing plant, they enlisted Dinsmore to guide them through the process. Working with counsel for and representatives of the local Chamber of Commerce, who owned the land, we negotiated and drafted the purchase agreements and closed the purchase of the property. As part of the purchase, we also worked with state officials to secure significant tax incentives for our client. Our client was able to open their new facility to meet their operating and production goals, and the new facility has also provided new jobs to boost the surrounding economy.

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.