Fortune 50 Joint Venture
Our firm represented The Procter & Gamble Company in a research consortium and joint venture with the University of Cincinnati, utilizing a unique combination of tax, non-profit and corporate attorneys to complete a complex transaction.
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.
Corporate Reorganization and Membership Unit Sale
This transaction involved a corporate reorganization of several limited liability companies which collectively owned or controlled certain coal producing and related assets followed by the sale of all of the membership units for approximately $20,000,000 to a publicly traded company. Our firm’s experience in mergers and acquisitions, natural resources and tax matters enabled the client to maximize membership unit value and complete this transaction in an efficient and timely manner.
Establishing Foreign Subsidiaries Around the World
We have represented scores of foreign subsidiaries, sometimes for the same client, from international labor and employment issues to tax and corporate issues. We leverage our long history of assisting clients to expand internationally through foreign direct investment.
Financing for Mixed-Use Development Project
Represented two well-known developers and an investment partner in a $75,000,000 mixed-use retail, office, entertainment and residential development project in Cincinnati. The deal included Bond, Tax Increment and New Market Tax Credit financing for construction of the University Square Project. In total, the transaction spanned three years, leveraged a multitude of financing vehicles including a blend of grants, bonds and tax credits and involved negotiations and coordination between three law firms, a public university, the City of Cincinnati and one of the area’s largest regional banks.
Represented a U.S. company with complex U.S., Canadian and Swiss corporate structure in reorganizing as necessary to preserve U.S. tax benefits from pre-Chapter 11 losses.
Multi-Step Tax Deferred §1031Exchange of Assets
Structured, for a communications tower company, a multi-step tax deferred §1031 exchange of assets. This transaction involved numerous "out of the box" aspects, including incorporating forward and reverse exchange structures, and the transfer and acquisition of multiple asset classes, both tangible and intangible.
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.
Reorganization of a real estate company owning over $1 Billion in value of rental properties. This restructuring was designed to be completely tax free, and to allow for the tax-free award of ownership interests in selective properties to various key employees who have management or supervisory responsibilities with respect to those specific properties. The permutations of pairing such executive awards to specific properties were numerous, and the structure was designed to allow for such selective award of ownership interests in a manner that was not only tax free to the company and the executives, but to also allow for such ownership through a common holding company for maximum simplification, for retention of control in the hands of the majority owner, and for appropriate asset protection insulation among properties and from non-property creditors.
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.
Sale and Leaseback of Assets
Structured the sale and leaseback of a large block of assets for the U.S. Subsidiary of a FTSE100 company. This transaction was effected through various Delaware Series Trusts. The transaction was structured to be treated as a sale and "true" lease for federal income tax purposes, but in a manner to minimize or avoid sales and other transfer taxes.
Sale of Technology Company
When Space Computer Corporation, a technology company that specializes in software for hyperspectral sensors, sought counsel to guide them through a merger with ITT Exelis, they turned to Dinsmore. Space Computer Corporation’s business includes the development and production of hyperspectral sensors, which are installed on satellites, manned aircraft and unmanned vehicles to detect hidden or obscure targets, cue other sensors, and downlink real-time data to analysts, including providing such services and products to the defense industry, U.S. military and government organizations. We were tax and transactional counsel, advising the clients on all aspects of the transaction, including tax structuring, negotiating terms, drafting the applicable documents, closing, and ensuring that our client’s interests were protected throughout the entirety of the transaction.
Product line fill-in by means of tax-free all stock merger.
Syndicated Revolving Credit Facility
We assisted a long-time privately held client in negotiating, and on January 31, 2011, closing, a syndicated revolving credit facility of up to $125,000,000. In connection with obtaining the financing, we also assisted our client in a major and complex restructuring of its ownership and subordinated debt structure that had significant tax implications.
Amicus representation in United States Court of Appeals for the Sixth Circuit concerning whether the IRS appropriately charged heavy truck excise taxes on heavy-truck chassis, when the vehicles were specially designed for off-highway use, even though they could be operated on highways.
Tax Representation Related to Affordable Housing Projects
Representation of real estate developers, owners and operators, on an annual basis in excess of $100 Million in assets, in connection with numerous affordable housing projects under §42 of the Internal Revenue Code. This representation includes all tax aspects under §42, Subchapter K, and related tax planning, in connection with the acquisition, construction, development, syndication and operation of such projects.
Planned tax structuring in connection with the reorganization of a publicly traded manufacturing company in bankruptcy. Planning involved numerous domestic and foreign operations and subsidiaries, and included planning to maximize the use of all tax attributes and maximize basis step-up for the post-bankruptcy reorganization owners of the various business segments.
U.K. Holding Company Reorganization
Representation of a holding company headquartered in the United Kingdom in the restructuring of its United States operations. Advice included (i) U.S. International tax advice on the minimization of the organization's worldwide effective tax rate, including transfer pricing analysis; (ii) analysis of the U.S. - U.K. tax treaty with respect to intercompany payments; (iii) advice regarding expatriate U.S. tax liability and (iv) re-incorporation of the U.S. subsidiary ("F reorganization") to minimize state and local taxes.