Capital Markets

Experience

Hedge Fund Formation

Represented registered investment adviser in forming a $125,000,000 hedge fund specializing in New Zealand and Australian investments.

Venture Capital Financing

Represented group venture funds in $15,000,000 "A" round preferred stock financing of North Carolina biotech firm.

Client Settlement

Principal representative of a major investment bank and Fortune 20 company in an industry-wide group that obtained precedent-setting relief from the SEC that effectively permitted settlement of significant litigation with the SEC and state attorneys general affecting more than $60 billion in securities, Auction Rate Securities -- Global Exemptive Relief.

Securities Counsel

Devised successful defense strategy for Fortune 100 client in the energy services business in a widely reported SEC investigation. Managed client team in responding from discovery through a substantial internal investigation and multiple Wells submissions.

Outside General Counsel to a Growing Brand

Client: MadTree Brewing
Outside General Counsel to a Growing Brand

When Kenny McNutt, Brady Duncan and Jeff Hunt had a dream to open their own craft brewery, they sought legal guidance from Dinsmore. By the time Cincinnati’s MadTree Brewing opened in 2013, our attorneys had already played a significant role in its development – from helping to raise the original capital to structuring and executing loan financing. 

“Dinsmore gives peace of mind and guides us through murky waters,” said McNutt. “They’re reputable, and I always know I get the best answer for the information available at the time.”


Today, Dinsmore serves as MadTree’s outside general counsel, advising on contracts, real estate, trademark, employment matters, securities and other legal needs as they arise.

“They have every facet we need, and they’re super easy to work with,” added McNutt.  “I recommend them whenever anyone asks. They’re trustworthy, really, really good and well worth the peace of mind.”


MadTree was the first modern craft brewery to can its beer in Ohio, and, within four short years, the brewery had grown so significantly they opened an $18 million facility to accommodate larger crowds and increased demand for production. Dinsmore attorneys were with them every step of the way.

Represented a Bank Holding Company in an Acquisition

Client: United Bancshares, Inc. (Buyer)

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.

Seller’s Counsel in Equity Sale

We supported a closely-held business with a STEM-oriented bundled software and kit product offering in the sale of all its equity to a private-equity backed buyer. Having worked both with and across from private equity portfolio companies across the country, we were able to bring significant knowledge to bear in terms of process, pain points and “what’s market.”  This helped keep the client grounded and protected from overreach. Closing represented a successful and well-deserved exit for our client’s principals.

Represent Clients in Multiple Matters Including Regulatory Litigation

Chuck Hertlein and Seth Schwartz have represented Vantage Financial Advisers, a financial advisory firm, in multiple matters including regulatory litigation and claims brought by clients related to investment losses outside of Vantage’s control.

Dinsmore counsels Lexmark International to acquire Kofax Limited for $1 billion

In a major technology deal, Dinsmore counseled Lexmark International, Inc., a Lexington, KY manufacturer of laser printers and provider of enterprise software services, in the acquisition of Kofax Limited, a software provider incorporated in Bermuda and headquartered in Irvine, CA. Pursuant to the Merger Agreement, Lexmark paid $11.00 per share in cash to acquire all issued and outstanding common shares of Kofax for a total enterprise value of approximately $1 billion.

“This was a very competitive public bid process,” said Susan Zaunbrecher, Chair of the Corporate Department. “The relationship we’ve built with Lexmark was crucial to how smoothly this acquisition transpired.”

Dinsmore has served as deal counsel to Lexmark in more than 10 transactions, including the acquisition of Perceptive Software, Inc., Lexmark’s first acquisition in the enterprise software industry, and the divestiture of Lexmark’s inkjet business.

Anonymous Plaintiffs v. Securities Company

Our firm represented the Plaintiffs in two separate suits for fraud, each in the amount of $1,000,000, against a securities company related to investment in a start-up company.  Both cases were settled favorably prior to arbitration.

Cash Merger

Sale of publicly-traded company to another publicly-traded company in registered S-4 transaction.

Counsel on Multi-year Financing Plan

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.

Initial Public Offering

Acted as underwriter's counsel in initial public offering for restaurant.

Merger; Stock Purchase; Initial Public Offering

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

Private Offering of Oil and Gas Drilling Interests

Represented the promoters in the private placement of at-risk drilling interests for Ohio oil and gas.

Private Offering of Oil and Gas Drilling Interests

Represented the promoters in the private placement of at-risk drilling interests for Ohio oil and gas.

Private Placement

Represented a development stage software company in a series of private equity transactions.

Public Debt Call

Represented the issuer of publicly-held debentures in a call and redemption 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.

SBIC Venture Capital Fund Formation

Represented the founders of a venture capital fund in the formation of the fund.

Securities Counsel

Advised clients on strategies to avoid significant liability under the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934.

Securities Counsel

Advised semiconductor company through major “options backdating” investigations regarding the restatement of its financial statements, delisting and relisting on NASDAQ, worked with internal counsel, accounting and treasury personnel and outside consultants to recreate financial statements, represented company in obtaining related regulatory relief from the SEC.

Shareholder Proxy Contest

Dinsmore & Shohl represented a public bank holding company in a shareholder proxy contest.

Stock Exchange

Represented the purchaser in the $20,000,000 acquisition of a competing chain of vision correction centers.

Stock-For-Stock Merger

Sale of publicly-traded company to another publicly-traded company in registered S-4 transaction.

Stock-for-Stock Tax Free Merger

Represented a large publicly-held savings and loan holding company in its acquisition by a larger publicly-held bank holding company in a stock-for-stock tax free merger.

Subordinated Debt and Equity Capital Infusion

Private placement of convertible debt, preferred equity and warrant package.