Our attorneys counseled Peoples Bancorp Inc., a diversified financial services holding company, in its acquisition of Premier Financial Bancorp, Inc. and its subsidiaries. The merger, valued at roughly $290 million, enabled Peoples to grow its reach and customer base in exiting market while expanding into such states as Maryland, Virginia and Washington D.C. Peoples regularly looks for ways to grow strategically through mergers and consolidation, and our attorneys counseled our client throughout the process, from due diligence, negotiations of the definitive agreement and preparation of the applications, registrations and filings to the SEC, Federal Reserve, and other state regulatory agencies. Because of the complexities of the public companies involved, and desire to announce the transaction in-line with earnings releases, our attorneys worked quickly and strategically, considering and planning for any possible challenges and scenarios that could arise during negotiations while simultaneously working to meet all local, stand, and federal standards. 

Represented a physical therapy and imaging center in a joint venture agreement with a sports training facility to put together an integrated training facility that combines sports training and physical therapy. The facility caters to the general public, as well as to high school, college and professional athletes. Agreement involved negotiation and drafting of documents to protect the interests of all parties.

Representation of U. S. subsidiary of British based plc in selected transactions as follows:

1. Acquisition of Atlantic Pharmaceutical Services of Columbia, Maryland via stock purchase transaction. Handled all aspects of transaction inclusive of due diligence, real estate, bond financing modifications, intellectual property issues and other matters related to fully effecting transaction.

2. Sale of over the counter product line, inclusive of products Colace and peri-Colace, to Purdue Pharma L.P. Negotiated asset transaction and all aspects related thereto for sale of product line inclusive of distribution and other arrangements.

3. Reorganization of investment in Qualia Computing, Inc., a medical equipment company in Dayton, Ohio that produced breast imaging machines. Reorganization effected via recapitalization of Qualia. Participated in all aspects of negotiation and documentation of the transaction.

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

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. 

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. 

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.

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. 

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 Chapter 11 debtor in submission of reorganization plan and receipt of $75,000,000 emergence financing.

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.

Running a telecommunications company responsible for everything from tablets to cell towers means Bluegrass Cellular President and CEO Ron Smith often needs correct answers to complicated questions. And for 20 years, Dinsmore has been answering Smith’s questions on topics ranging from labor and employment to government regulations to OSHA.

“Certainly over the years we’ve had top-notch services from Dinsmore and have really enjoyed the relationship,” Smith said. “I don’t know how we could do our business without them.”

Bluegrass’ services include mobile devices and accessories, talk and text plans, data plans, mobile apps, wireless Internet, and mobile Internet. Staying in business means keeping up with ever-changing government standards that affect everything from human resource issues to cell tower placement and function.

Smith said Dinsmore helps navigate these and other issues by explaining all sides of the matter and then detailing the logic of their counsel. Dinsmore’s attorneys never provide Smith an answer without an adequate explanation.

“It’s more about our education and our being able to make a good business decision,” Smith said.

Smith also appreciates that Dinsmore has multiple attorneys working to ensure the success of his business.

“You develop a really good comfort that you’re not dealing with just one individual, but you’re dealing with a firm that’s pretty deep,” Smith said.

Baseball is about as “American” as you can get, and USA Baseball has been the national governing body for amateur baseball since 1978, including representing the United States as a member of the U.S. Olympic Committee and internationally as a member of the World Baseball Softball Confederation.  

“Our first interaction with Dinsmore was in the area of IP and trademark protection, but as our organization and needs have changed, our counsel has not,” said Paul Seiler, Executive Director/CEO of USA Baseball.

“That’s due to the fact Dinsmore is a full service team that provides for all of our legal needs, from contract work to real estate guidance to sponsor relations. This allows USA Baseball to be connected across all of our business units with a common and knowledgeable firm that understands who we are, in all facets of our operations,” he added.  

Dinsmore serves as USA Baseball’s outside general counsel and handles all legal issues for the organization, including intellectual property, data protection, corporate, litigation, employment and finance.  Among recent work, Dinsmore provided legal support to USA Baseball’s efforts to develop and implement a performance standard for non-wood bats used in youth baseball.  This work began several years ago and, ultimately, reached a variety of legal areas including intellectual property, corporate, licensing, insurance and agreement work.  The performance standard was announced on August 7, 2015, and on January 1, 2018, USA Baseball’s National Member Organizations will require non-wood youth bats meet the performance standard, which will be indicated by the USA Baseball trademark on bats that have passed performance testing.  

“One of our former board members had a saying, ‘You do business with your friends.’  And while perhaps not always literal or possible in business, in this case it is,” Seiler said.  “Our decision to have Dinsmore represent USA Baseball is based on the relationship we have, as well as for the quality counsel provided on a daily basis.”  

As the national governing body of amateur baseball, USA Baseball engages with nearly every major national amateur baseball organization in America, which equates to millions of amateur players in ballparks and playgrounds across the country. The organization also promotes and develops the game on a grassroots level nationally and internationally.  Dinsmore attorneys have assisted the organization with finance and real estate work related to further development of USA Baseball’s National Training Complex in Cary, North Carolina.

“The great thing about our relationship with Dinsmore is that we know our best interests are always being looked out for.  We never feel like we are just a client.  For that matter, I don’t think we even use that word (client) when referencing our partnership,” Seiler said.  “Dinsmore is an impactful brand in the legal world, yet it would be hard to argue that we have a more personal relationship with anyone we do business with.”

Growing, nurturing and providing fresh produce is not without challenges, from accounting for the weather to managing transportation to ensuring quality and safety. However, when those challenges cross over into the legal realm, Castellini Group of Companies knows they have a trusted partner in Dinsmore.

“Coordination is very important in our business because we have so many different facets that need to come together for success,” said Bill Schuler, President and CEO of Castellini. “Dinsmore understands that, and they work with us in a number of areas to make sure our business continues to thrive.”

Having started as a small fruits and vegetables supplier more than 100 years ago, Castellini has grown to become one of the largest produce suppliers in the country. Through it all, Schuler says Dinsmore has been by their side, advising on everything from real estate transactions and complex financings to corporate structure and supply chain matters to labor and employment issues. Drawing on a wealth of institutional knowledge, Dinsmore attorneys have provided the targeted counsel and insight Castellini has needed to continue to grow and evolve over the years.

Castellini’s success has been fueled by their motto of “One Source,” as they have become a one-stop-shop for their customers’ complete produce needs. Similarly, Dinsmore has become Castellini’s one source legal adviser and collectively we’ve been able to share success.