Experience
Counseled Client in its Acquisition of a $1.9 Billion Publicly Traded Financial Holding Company.

Peoples Bancorp Inc. has engaged us for a variety of significant projects involving M&A and regulatory matters over the last 12 months. We partnered with Peoples on its most significant acquisition to date with our team, the purchase of Premier Financial, a $1.9 billion dollar public company with financial operations in seven states. This was a complex deal requiring a deep and broad team to handle a three-step merger, shareholder approvals, various regulatory approvals, and multi-state filings. The team was heavily involved in negotiating proper allocations of risk, transaction documents, and leading diligence, working hard in a compressed timeframe to get to signing. Other projects completed with Peoples included advising on a variety of corporate governance matters and regulatory matters.
Counseled Leading ULT Freezer Company through Merger

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.”
Counseled Financial Services Holding Company through $290 Million Merger
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.
Client acquires multi-state mobile imaging company
We represented a client in its acquisition of a multi-state mobile radiology company and several years later represented the same client in its sale to a national company.
Joint Venture Agreement
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 Richwood Pharmaceuticals, Inc.
Representation from inception of Richwood Pharmaceuticals, Inc., through sale to British based plc. Flagship product is Adderall, an attention deficit disorder drug.
Representative Transactions:
1. Acquisition of Rexar Pharmacal, N.Y based manufacturer of products, including Obetrol, which after additional research and configuration became the Adderall® line of products approved by the FDA.
2. Acquisition of Manufacturing Chemists, Inc, Indianapolis based manufacturer of women's health product line. Assets included plant and facilities, product lines, and intellectual property.
3. Negotiation and implementation of multiple rounds of venture capital financing in support of development and marketing operations in the growth and development of Adderall prior to sale to Shire Group plc.
4. Negotiation and sale of Richwood Pharmaceuticals, Inc. to British based plc. Flagship product was Adderall® for attention deficit disorder.
Representation of U.S. Subsidiary of British Based plc
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.
Strategic Acquisition of a Pump Manufacturer with Operations in China and the U.S.
A global marketplace has increased opportunities for businesses to expand their offerings, and taking advantage of these opportunities can be the deciding factor in a company’s long-term success. Halma p.l.c (Halma), one of the world leaders in health and safety technologies, has consistently sought strategic acquisitions to strengthen their business, and they turned to Dinsmore to counsel them through their latest transaction. We represented Halma through the share purchase of Thinketron Precision Equipment Company Limited, which included its subsidiaries, the China-based Baoding Longer Precision Pump and the U.S.-based Langer Instruments Corporation. The company manufactures and markets peristaltic, syringe and gear pumps used in laboratory, medical and industrial settings. We served as primary deal counsel throughout the transaction, performing due diligence, drafting all related documentation and handling the closing. The transaction, which was valued at approximately $34 million, was heavily negotiated and featured challenges in complying with the myriad of Chinese regulations regarding share transfers and corporate governance. Additionally, we also managed a large team of local counsel, ensuring Halma’s objectives were met at each step of the process. Upon completion, the transaction was Halma’s first major acquisition in China, and significantly strengthened their offerings in health and safety technology.
Venture Capital Financing
Represented group venture funds in $15,000,000 "A" round preferred stock financing of North Carolina biotech firm.
Project Counsel for $150 million Mixed-Use Project
We served as project counsel for a regional multi-family apartment developer in connection with the re-development of a $150 million mixed-use project containing approximately 330 residential units, a boutique hotel, approximately 200,000 sq. ft. of office space, and a 1,400 space public parking garage on the Scioto Peninsula in downtown Columbus. Over a two year period, our team negotiated the purchase, sale and development agreement, and various interrelated land use agreements necessary for facilitating the creation of a new “festival street;” assisted in forming a new community authority which utilized a tax-exempt bond issuance to finance the public improvements supporting the project; collaborated with the Columbus Franklin County Finance Authority to issue tax exempt bonds, utilizing a ground lease/capital lease structure, to receive sales tax exemption savings on the materials used in construction of the apartment buildings; formed a joint venture entity to utilize capital contributions of equity investors and to take advantage of the project’s location in a qualified opportunity zone; and negotiated terms of an approximately $60 million construction loan. Further, our development team negotiated an option of right of first offer as to the public parking garage and laid the groundwork for phase II expansion in the event our client wishes to expand its development footprint.Throughout the project, our team collaborated with the city of Columbus, Columbus Downtown Development Corporation, Columbus-Franklin County Finance Authority, and counsel for two collaborative developers.
Representation of Sibling Charitable and Social Welfare Organizations for Professional Athletes
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
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
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
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
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
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
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
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
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
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.
Bankruptcy Emergence, Corporate Restructuring and Financing
Represented Chapter 11 debtor in submission of reorganization plan and receipt of $75,000,000 emergence financing.
Commercial Loan Refinancing
Represented the borrower in a $15,000,000 commercial loan refinancing transaction.
Internal Reorganization
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.
Providing Dependable Support and “Real” Value

When Clinton Hallman, Jr. joined LBP Manufacturing LLC as their chief counsel in 2015, he made sure to retain his contacts with Dinsmore. Dinsmore provided outside counsel to other companies of which Clinton was a part, and he knew he could depend on our attorneys to provide similar support to LBP.
“I knew Dinsmore offered quality legal services and offered a real value,” Hallman said. “I always felt like I got exactly what I needed and never anything that I didn’t ask for.”
LBP specializes in food service packaging, creating products used at all levels of meal preparation and service. Dinsmore supports the company by partnering with Hallman during negotiations and dispute resolutions over commercial contracts, crafting patent and licensing agreements, and counseling on licensing and intellectual property.
Smart Answers to Complicated Questions

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.
Winning with Teamwork

Winning takes a team effort, and no relationship symbolizes this more than the one between Dinsmore and the Cincinnati Reds. From counseling Bob Castellini through the purchase of a controlling interest in the team in 2006 through negotiating sponsorships to protecting their intellectual property, including the famous handle-bar mustache of Mr. Redlegs, Dinsmore has become a go-to player for the Reds.
“We know we can depend on Dinsmore,” said Jim Marx, General Counsel of the Reds. “They have been by our side for more than a decade now, and we know we’re getting great value and great solutions when we come to them.”
With Dinsmore’s Cincinnati office sitting just a couple of blocks from where the Reds take the field, Marx knows the Reds can count on Dinsmore for any number of issues. Dinsmore’s attorneys have handled everything from negotiating facility leases for spring training to addressing workers’ compensation claims to counseling the franchise on community events, ranging from concerts held at Great American Ballpark to the annual Redsfest fan appreciation convention. Dinsmore’s close working relationship with the Reds enables our attorneys to identify problems before they arise, helping the franchise to focus their efforts on the field.
Stepping to the Plate for “America’s Game”

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.”
Providing Freedom to Focus on Business

Hiring Dinsmore means the partners of HealthScape Advisors could focus on their business instead of worrying about whether the legal needs of their company were being handled properly. HealthScape is a health care consulting firm that has to stay up to speed with constant changes in health care and intellectual property laws. They’ve continued working with Dinsmore since 2014 because we understand these changes and what they mean for HealthScape’s business. We also assisted HealthScape when they decided to split part of their business off into a new company, Pareto Intelligence, which handles analytics and technology services.
“They truly understand our business and what we’re trying to accomplish,” said Managing Partner John Steele.
"One Source" for Shared Success

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.
A Long History as Trusted Counsel

As one of the world’s largest and most trusted companies, Procter & Gamble has no shortage of legal needs. Whether seeking counsel on corporate strategy, navigating real estate transactions or protecting their shareholders’ assets, P&G relies on its legal counsel to keep its business running efficiently. That’s why, for nearly 100 years, the consumer products giant has turned to Dinsmore.
“Dinsmore knows our business and understands our culture,” said Debbie Majoras, Chief Legal Officer for P&G. “They remain a trusted ally for us because they are committed to our goals, our company’s success and meeting our legal needs. They bring tremendous value, and we enjoy working with them.”
Dinsmore works closely with P&G’s in-house lawyers to provide an array of services, from advising on all manners of contracts and agreements to corporate and securities counseling to handling real estate matters throughout the country. Dinsmore has also represented P&G in a variety of litigation matters over many years, including handling sophisticated product liability, class action, intellectual property and other complex commercial matters.
“Dinsmore is efficient and responsive, and we can count on great partnership and top quality work when we come to them,” said Majoras. “We truly value the special relationship we have built with them."
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