Experience
Acquisition
Our firm represented Graeter's in their purchase of fifteen retail stores from Superior Tasting Products, LLC, a former franchisee.
Acquisition by LCNB Corp. of Eaton National Bank and Trust
We served as deal counsel for LCNB Corp., the holding company of LCNB National Bank, through a stock and cash transaction that enabled it to acquire First Capital Bancshares, Inc., Chillicothe, Ohio, and its subsidiary, Citizens National Bank. We counseled the client through all aspects of the transaction, from pre-transaction planning and due diligence to negotiating deal terms to drafting documents, including advising the client on applicable state and federal application and compliance procedures. The transaction, which is valued at approximately $19 million, enables LCNB to expand its market reach, as Citizens National Bank operated six full-service branches in Ross and Fayette Counties, Ohio.
Acquisition of Global Space & Defense Manufacturer
Ohio counsel to Northrop Grumman in its acquisition of TRW, a global manufacturer headquartered in Cleveland, Ohio, in a transaction valued at approximately $7.8 billion, plus the assumption of TRW's net debt at the time of closing. The combination positioned Northrop Grumman as the nation's second largest defense contractor and helped them join the ranks of the Fortune 100.
Acquisition of Medical Group
Halma p.l.c., an international group of technology companies based just outside of London, England, has taken advantage of strategic opportunities to become a world leader in health and safety technologies. For over 25 years, Halma has turned to Dinsmore for counsel on a multitude of acquisitions. When the opportunity recently arose to acquire SunTech Medical Group, a supplier of clinical grade, non-invasive blood pressure monitoring products and technologies, Halma enlisted Dinsmore’s help once again.
Our team was instrumental in assisting Halma through this challenging $46 million acquisition. The involvement of England-based shareholders selling SunTech enabled us to work on a parallel track alongside Halma’s London counsel. While London counsel negotiated key provisions of the share purchase agreement, we handled all of the due diligence for SunTech’s U.S.-based operating company and its two Chinese subsidiaries. We drafted the key transactional agreements and relevant corporate documents for the three operating companies. We continuously obtained and reviewed updated disclosure documents and responded to new information and client inquiries. Our team negotiated and drafted documents which met Halma’s needs and which reflected the different corporate cultures and approaches of the operating companies and shareholders. Constant communication with local counsel and business officials in London, Shenzhen and Hong Kong, coupled with a thorough understanding of Halma’s procedures, ensured we achieved Halma’s goals.
The successful closing of this transaction enabled Halma to strengthen its Health and Analysis Sector, which already includes Riester, a medical equipment company that supplies blood pressure and vital signs monitors. With Dinsmore’s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology.
Our team was instrumental in assisting Halma through this challenging $46 million acquisition. The involvement of England-based shareholders selling SunTech enabled us to work on a parallel track alongside Halma’s London counsel. While London counsel negotiated key provisions of the share purchase agreement, we handled all of the due diligence for SunTech’s U.S.-based operating company and its two Chinese subsidiaries. We drafted the key transactional agreements and relevant corporate documents for the three operating companies. We continuously obtained and reviewed updated disclosure documents and responded to new information and client inquiries. Our team negotiated and drafted documents which met Halma’s needs and which reflected the different corporate cultures and approaches of the operating companies and shareholders. Constant communication with local counsel and business officials in London, Shenzhen and Hong Kong, coupled with a thorough understanding of Halma’s procedures, ensured we achieved Halma’s goals.
The successful closing of this transaction enabled Halma to strengthen its Health and Analysis Sector, which already includes Riester, a medical equipment company that supplies blood pressure and vital signs monitors. With Dinsmore’s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology.
Acquisition of Ophthalmic Surgical Product Company
Halma p.l.c., an international group of safety, health, and environmental technology companies based just outside of London, England, continues to pursue strategic growth opportunities, strengthening its position as a world leader in health and safety technologies. For over 25 years, Halma has turned to Dinsmore for counsel on a multitude of acquisitions. When the opportunity recently arose to acquire Microsurgical Technology, a Washington-based company that designs, manufactures and markets ophthalmic surgical products, Halma enlisted Dinsmore’s help once again.
Our team was instrumental in structuring this stock purchase for $57 million in initial consideration with additional payments of up to $43 million, contingent upon future earnings. Because of the size of the transaction, we worked to get Federal Trade Commission approval through filing pre-merger notification in accordance with the Hart-Scott-Rodino Act. During the statutory waiting period, our team of attorneys negotiated and drafted the key transactional agreements and relevant corporate documents while managing comprehensive legal due diligence. Our due diligence efforts, which included extensive intellectual property, benefits, and employment reviews, provided a high level of security over the sellers’ warranties. Our collaborative approach toward negotiating the transactional agreements protected Halma’s interests while helping to maintain goodwill between Halma and the sellers, many of whom will continue to operate the business in Redmond, Washington. Our thorough understanding of Halma’s procedures and goals ensured we achieved the best outcome for our client.
The successful closing of this transaction enabled Halma to further strengthen its Health and Analysis Sector, which includes other market-leading ophthalmic device businesses: Accutome, Keeler, Medicel, Reister and Volk. With Dinsmore’s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology
Our team was instrumental in structuring this stock purchase for $57 million in initial consideration with additional payments of up to $43 million, contingent upon future earnings. Because of the size of the transaction, we worked to get Federal Trade Commission approval through filing pre-merger notification in accordance with the Hart-Scott-Rodino Act. During the statutory waiting period, our team of attorneys negotiated and drafted the key transactional agreements and relevant corporate documents while managing comprehensive legal due diligence. Our due diligence efforts, which included extensive intellectual property, benefits, and employment reviews, provided a high level of security over the sellers’ warranties. Our collaborative approach toward negotiating the transactional agreements protected Halma’s interests while helping to maintain goodwill between Halma and the sellers, many of whom will continue to operate the business in Redmond, Washington. Our thorough understanding of Halma’s procedures and goals ensured we achieved the best outcome for our client.
The successful closing of this transaction enabled Halma to further strengthen its Health and Analysis Sector, which includes other market-leading ophthalmic device businesses: Accutome, Keeler, Medicel, Reister and Volk. With Dinsmore’s assistance, Halma continues to take advantage of opportunities to remain an industry leader in health and safety technology
Acquisition of Silicon Growing and Fabrication Assets
Assisted Lam Research Corporation in its acquisition of the silicon growing and fabrication assets of Bullen Ultrasonics. Bullen, headquartered in Eaton, Ohio, was a privately held supplier of precision machined components to the semiconductor, aerospace, automotive and other industries. Lam acquired all assets related to Bullen's silicon growing and fabrication business utilized in supplying chamber-critical components for Lam tools. Following the closing, the silicon growing and fabrication related business became Bullen Semiconductor, a division of Lam. The cash transaction was valued at approximately $175 million.
Allegations of Mail Fraud Relating to Outsourcing of Business
Our client, the chief operating officer of a corporate vendor in the railroad industry, was indicted for allegedly engaging in mail fraud by improperly outsourcing business to a company owned by his brother. We performed a significant amount of pre-trial work, and the prosecutor agreed to a pre-trial diversion, which led to all charges being dismissed with prejudice. We also successfully obtained an injunction that required the client’s former company to indemnify him from legal fees.
Allegations of Negligence and Breach of Contract Against a Non-Profit
We successfully defended a non-profit entity that served as a source of funding for the renovation of a residence in Cincinnati, Ohio. The homeowners asserted claims against our client and the contractor who worked on the residence under a number of legal theories including negligence, breach of contract, and alleged violation of the Consumer Sales Practices Act. After the homeowners settled with the contractor, the claims against our client went to trial. We obtained a defense verdict from the jury on all but one of the claims. The sole claim in which the jury found in favor of the Plaintiffs resulted in a verdict of only $5,000. We appealed the $5,000 verdict, and the court of appeals reversed that portion of the jury’s verdict (leaving intact the portion of the jury’s verdict that returned a defense verdict in favor of our client). Thus, all claims against our client were dismissed.
Ambulatory surgery center sale to hospital
We represented an ambulatory surgery center in its sale to a hospital.
Asset Purchase
Structured and negotiated employee purchase of the assets of a printing facility from its publicly traded owner.
Asset Purchase
Represented private equity fund in purchase of golf turf equipment distributor.
Asset Purchase
Our firm assisted Procter & Gamble's in-house counsel with the acquisition of the Max Factor brand from Revlon. This transaction increased the client's participation in the beauty and healthcare business in a cost effective fashion.
Asset Purchase
Dinsmore & Shohl represented Procter & Gamble in its purchase of all assets of Giorgio of Beverly Hills.
Asset Purchase
Represented a private equity fund working with management of a loan defaulted business to buy assets in foreclosure and start a new business.
Asset Sale
Represented the seller of a signage manufacturing business to a private equity fund.
Asset Sale
Represented high security printing company and owners in the sale of the business and assets to a private equity fund.
Bankruptcy Preference Claims
Represented Standard Register in six (6) bankruptcy preference claims asserted against Standard Register in 2005 and 2006.
Breach of Contract
We represented a national bank against an allegation of breach of contract. The plaintiff alleged that he had filed multiple loan applications and had not received a loan, allegedly contrary to the bank’s representations. We conducted extensive discovery, and proved that our client had made no commitment to give a loan to the plaintiff, meaning there was no contract to breach. The judge granted summary judgment to our client.
Breach of Contract in a Case Involving Two Recycling Companies
We represented the plaintiff, a recycling and scrap metal company, in a jury trial centered on allegations of breach of contract. Our client collected metal and had entered into a contract to supply that metal to Industrial Services of America, a larger recycling company. The contract also called for Industrial Services of America to refer certain customers to our client, specifically with regard to retail customers for their recycling needs. However, when the scrap metal salvaging market became increasingly profitable, our client saw that customer referrals were no longer coming. We alleged that Industrial Services of America had breached the contract, and in a two-week jury trial, we proved that the defendant had stopped referring clients. We were awarded a $990,000 jury verdict for the client.
Breach of Fiduciary Duties Relating to Large Revocable Trust
We defended a national financial services firm against allegations of breach of fiduciary duty relating to a large revocable trust that became irrevocable at the grantor’s death. Our client served as the corporate trustee for the trust. The co-defendant was an individual co-trustee who had power of attorney for the disabled grantor during her lifetime and was her nephew. The suit was brought by the deceased grantor’s daughter and granddaughter, alleging breach of fiduciary duty relating to the grantor’s disability and competency to make testamentary dispositions – which were in favor of the nephew and other members of his family. We have taken or attended more than 20 depositions, filed motions to disqualify the plaintiff’s experts, and worked with our experts on the grantor’s disability and the fiduciary duties of the corporate co-trustee.
Business Dispute Involving Wrongful Interference With A Contract
In this business dispute, a beverage distributor sued a beverage company for breach of contract and a competing beverage distributor for wrongful interference with the contract. The plaintiff distributor claimed $14 million in damages. We defended the competing beverage distributor that was accused of wrongful interference, and we obtained a complete victory for our client. The Court dismissed the plaintiff’s claims, finding that there was no evidence of wrongdoing by our client.
Certified Territory Dispute (Electric)
We represented a large aluminum smelter before the Public Utilities Commission of Ohio in a territorial dispute with a large, multi-state electric utility and a small electric cooperative, both located in Ohio. Our client had previously been removed from the certified service area of a large, multi-state electric utility and into that of a smaller electric cooperative that would permit the client to purchase its electricity on the open market. When market conditions made the open-market purchase of electricity infeasible, we represented the client in a successful effort – spanning political and union lines – to rejoin the service territory of the large utility. As a result of these efforts, the client was able to resume its operations.
Client Settlements
Led team comprised of client management, co-counsel and staff that designed and managed successful client settlements related to several billion dollar enterprise-threatening litigation, successfully met multiple deadlines imposed by federal and state regulators.
Coal Acquisition
Represented a purchaser in its multimillion-dollar acquisition of one hundred percent of the outstanding stock of a coal producing company. This transaction involved drafting and negotiating significant lease amendments relating to the underlying coal reserves and a complex non-compete agreement with the seller. Representation further involved the restructuring of the target companies’ corporate structure following the closing of the transaction.
Coal Acquisition
Represented a subsidiary of a publically traded British investment company in the $60,000,000 asset acquisition of a coal producing company with U.S. mining operations on coal reserves located in several states. The transaction involved complex financial structuring and the structuring of the British company’s U.S. business operations. Our firm’s experience in mergers and acquisitions and natural resources brought intrinsic knowledge and significant value to both the transaction and the business structure.
Combination
We assisted our client in negotiating, structuring and closing a tax-free combination of two medical practices and affiliated entities.
Commercial Lending
Represented The Christ Hospital in connection with an $80,000,000 secured revolving line of credit. Transaction closed December, 2010.
Commercial Lending
Represented Cincinnati Children's Hospital Medical Center in connection with a $40,000,000 unsecured line of credit. Transaction closed in February, 2011.
Commercial Lending
Represented a Healthcare Manager in connection with a $5,000,000 line of credit from KeyBank.
Commercial Loan
Dinsmore & Shohl represented a national restaurant chain in a $23 million commercial loan refinancing.
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