Corporate & Transactional

Experience

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

Client: Multi-Family Apartment Developer

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

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 Client through Studio Formation, Trademark Dispute

Client: An Ohio Company

We represented an Ohio company in the acquisition, construction, and establishment of a central Ohio premier full-service grip and lighting studio and remote services. We also represented our client in connection with successful resolution of trademark dispute.

Negotiated Member Interest Purchase Agreement and Metal Supply Agreement Involving Multiple Clients

Client: Tri-Arrows Aluminum; Tri-Arrows Aluminum Holding; UACJ Corporation

We represented our clients through the complex negotiations of a binding membership interest purchase agreement, metal supply agreement, and associated agreements involving intellectual property rights.  Our clients, UACJ Corporation and its U.S. subsidiary, Tri-Arrows Aluminum Holding Inc., opted to sell their interest in Constellium-UACJ ABS LLC, a Bowling Green, Kentucky joint venture engaged in finishing automotive body sheet, which it previously held with their joint venture partner, Constellium N.V. and Constellium U.S. Holdings I, LLC.  Our team assisted with the negotiations resulting in the termination of the membership agreement, working with owners and representatives in Tokyo, Paris, New York, and Louisville.  As part of the deal, we also assisted with the negotiations of a metal supply agreement ensuring that Tri-Arrows Aluminum, also our client, would remain a supplier of cold coil to the Constellium Bowling Green plant for up to five years.

Specific Sale of Majority Equity Position

When Hometown Urgent Care had an opportunity to sell a majority equity position to Ridgemont Capital, a top private equity firm, it turned to Dinsmore to advise on the transaction. We worked with the Ridgemont’s counsel to structure the transaction and negotiate the terms. Hometown and Ridgemont completed the sale in late May 2012. Hometown is one of the Midwest’s largest walk-in urgent care groups, with 25 locations spread across Ohio, Michigan and Kentucky at the time of the sale.

Acquisition of Physician Practices by a Regional Health Care System

Stacey has experience representing buyers and sellers in these types of transactions. Most recently Dinsmore represented a regional health system acquiring two specialty physician practices. We advised the client through all aspects of the transaction, including drafting and negotiating the asset purchase agreement, various management agreements, clinical services agreements, physician employment agreements, and affiliated real estate transactions. 

Finance/Restructuring

Assisted and advised client in connection with its negotiation and purchase of first mortgage loan for its corporate headquarters from its existing lender and the refinancing of this debt. As a result of this transaction, the client was able to reduce the real estate mortgage on its corporate headquarters by almost 50%.

Crossboarder Mexican Equity Joint Ventures

Among numerous Mexican joint ventures, we represented our client, an automotive company, in a complex equity joint venture in Mexico, including land acquisition, construction, labor, manufacturing and other agreements. Decades of experience shortened the transaction timeline and reduced costs.

Foreign Corrupt Practices Act, Anti-Bribery and Anti-Money Laundering Compliance

We routinely assist public companies, their subsidiaries and private companies in creating effective compliance programs. We recently concluded, on an efficient basis, providing contract provisions, re-drafting international sales and distribution contracts, creating and suggesting training power points and software modules, drafting third-party and employee periodic compliance questionnaires and certificates, advising on internal audit functions and related procedures and revamping client compliance policies. We were proud to add significant value to the client’s compliance and prevention efforts.

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.

Permanent Establishment, Transfer Pricing, International Tax, Tax Treaty Analysis and Personal International Income Tax

Our firm represented several large private European companies seeking US subsidiaries/entities with respect to Permanent Establishment, Transfer Pricing, International Tax, Tax Treaty Analysis and Personal International Income Tax issues. We provided speedy and efficient resolution stemming from years of experience related to similar issues and projects.

Public Company Joint Venture

We represented our client, a NYSE manufacturing company, in complex equity joint ventures negotiated in Mexico, Indonesia, Australia and New Zealand.  Decades of joint venture experience shortened the transaction timeline and reduced costs.