Ben F. Wells


Complex ESOP Transaction

Client: Battery additives manufacturer

We counseled a global manufacturer of additives for lead acid batteries through a complex ESOP transaction intended to provide liquidity to the company’s shareholders. This transaction involved a collaborative team of Dinsmore attorneys across practice groups who worked closely with ESOP trustee counsel, the lender’s counsel, and other environmental and financial advisors. The team oversaw the company’s due diligence, in particular its specialized environmental due diligence, conducted a tender offer due to the relatively sizeable number of shareholders involved, and constructed the ESOP plan and other ancillary plan documents. We ultimately finalized a plan and consummated the transaction enabling our client to achieve its goal of a sustainable balance between what is best for its business, employees, shareholders, and community.

Represented Our Client to Obtain the Retroactive Application of a Tax Exemption

We represented our client in the retroactive application of a 15-year Community Reinvestment Area tax exemption for improvements made to the property involving negotiations with the city, county auditor and school board.  We obtained a six-figure refund of overpaid taxes for the years prior to the ratification of the agreement, and prospective application of a 53 percent reduction in the taxable value of the property.

Executive Employment and Compensation Agreements

We have represented numerous clients in the negotiation of executive employment and compensation agreements on initial hiring and in the private equity, venture capital, and mergers and acquisition context.

Prepared EPC contracts for electrical substations in Vermont

Mr. Hahn drafted engineering, procurement, and construction contracts on behalf of the owner in the construction of electrical substations in Vermont.

Counsel to ESOP Trustee

Dinsmore & Shohl represented the ESOP Trustee in the sale of Triple T Transport, Inc. to its employees in an ESOP buyout. Our firm negotiated with company counsel, representatives of Triple T's executive management team and CSG Partners, LLC, the company's exclusive financial advisor, to complete the transaction. The ESOP sale provides liquidity and tax benefits for the company as well as benefits for the employees who, as owners, now share in the company's future success.

Ohio-Based Manufacturing Company Acquisition

Served as special counsel to an Ohio-based manufacturing company in acquisition of the company by an employee stock ownership plan for approximately $25 million. Sale involved three lenders and sophisticated financing instruments, including mezzanine financing and seller notes with attached warrants. Transaction included implementation of stock appreciation sights incentive program for management employees.

Revision and Restatement of Section 125 (Cafeteria) Plan

Consultation with client's legal and administrative personnel in connection with the redesign and restatement of this funding arrangement for health and welfare benefits for approximately 90,000 employees.