Christopher M. Hammond


Counseled Leading ULT Freezer Company through Merger

Client: Stirling Ultracold

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.”

Representation of Sibling Charitable and Social Welfare Organizations for Professional Athletes

Client: Charitable Organizations

We successfully obtained 501(c)(3) and 501(c)(4) determinations for sibling nonprofit organizations founded by high-profile professional athletes dedicated to criminal justice reform, the improvement of police-community relations, and educational and economic advancement. Post-determination, we continue to represent the organizations as outside general counsel, primarily focusing on compliance and governance. 

Represented Acquirer of Emerging RAS Business

Client: S Corporation

We represented a client in the acquisition of an emerging recycled asphalt shingle business, navigating environmental, regulatory, and labor concerns while successfully obtaining substantial post-closing protections and sell-back rights. 

Represented an S Corporation Target in Securing Private Equity Investment

Client: S Corporation

We facilitated a tax-free reorganization of an S Corporation to create a holding company structure in which a private equity firm could invest and subsequently manage investments through the conversion of convertible debt, all while maintaining MBE/DBE status for the operating entities. 

Represented Exiting Owner in Business Transition

Client: Business Owner

We represented a historic shareholder in a business succession transaction structured as part-redemption and part-cross-purchase involving a recently-converted S Corporation with a substantial AAA to produce a tax-favorable result and including a 10-year earn-out.

Represented Joint Venture Partner in Tax-Free Combination

Client: Joint Venture Partner

We consummated a tax-free unrelated business combination involving joint venture partners through a two-phase restructuring that consisted of a Type F reorganization followed by an intentionally defective Type B equity swap qualifying as a Type C reorganization.

Represented Medical Group to Rescind and Restructure Closed Transaction

Client: Medical Group

We aided a medical group with a contentious succession transaction that involved the rescission of a tax-disadvantageous closed transaction and a subsequent structuring including a tax-advantageous nonqualified deferred compensation arrangement designed to minimize FICA taxes over the course of the plans by accelerating taxes for inclusion in only the separation year.  

Represented Nonprofit in Cross-border Affiliation

Client: Nonprofit

We represented a 501(c)(3) public charity structuring an affiliation relationship with an unrelated 501(c)(3) public charity and a Thai foundation to secure and fund volunteers to combat human trafficking in Thailand and Myanmar. 

Represented Nonprofit in Exemption Protection

Client: Nonprofit

We developed a plan of restricting for a 501(c)(3) private operating foundation engaged in social enterprise in order to minimize UBIT and protect its tax-exempt status through the development of an affiliated 501(c)(3) public charity and for-profit sibling organizations. 

Represented Nonprofit in Sale to For-profit

Client: Nonprofit

We represented a 501(c)(3) public charity in an asset sale to a for-profit as a result of a frustration of purpose, in which we navigated fiduciary duties, excise tax concerns, and regulatory approval from the Charitable Law Section of the attorney general. 

Represented Public Charity in Conversion to Private Foundation

Client: Public Charity

We successfully secured conversion to private foundation for a 501(c)(3) public charity following a potential tipping problem resulting from investment income after an unusual grant. The conversion provided for pre-approval of scholarship procedures and abatement of excise taxes that would have otherwise resulted from taxable expenditures. 

Represented a Nonprofit in its Acquisition of Multiple Properties

Client: American Eagle LifeCare Corporation

We represented American Eagle LifeCare Corporation, a nonprofit corporation that previously owned and operated several senior living facilities, in connection with the acquisition of 17 facilities in eight states. The acquisition was financed from the proceeds of several series of tax-exempt and taxable bonds issued by the Capital Trust Agency, a Florida issuer with the authority to issue bonds to finance projects in multiple jurisdictions. The acquisition presented numerous complicated issues that needed to be addressed, including regulatory, real estate, and business negotiation matters, along with the complexity of completing the acquisition across eight jurisdictions. The financing itself was highly-structured and sophisticated, comprising of 18 borrowing entities organized as an obligated group under a master trust indenture. The acquisition was the largest transaction completed by this client and positions American Eagle LifeCare Corporation to be a significant provider of senior living services in the future.

Represented a Private Equity Firm During Their $20-Million-Plus Acquisition

We served as lead counsel to a private equity firm in connection with a portfolio acquisition of a designer and fabricator of architectural LED lighting fixtures for a purchase price in excess of $20,000,000. The transaction financing utilized a capitalization structure that included rollover equity, co-investment and senior and subordinated debt, and also involved significant cross-border issues.