Experience
Complex Divestiture, Accompanying Purchase and Merger
Every business needs certain tools to compete, from a strong product or service to the ability to effectively market and distribute it to a clear plan for the company’s future. But the basis for each of those steps begins with a solid foundation that establishes the company in the marketplace. Building a corporate structure that is sustainable is imperative for long-term success, and enables a business to evolve in a changing market.
For Tri-Arrows, that blueprint was born out of a complex divestiture and accompanying purchase that ultimately led to their formation. Formerly a subsidiary of BP Company North America, where they were known as ARCO Aluminum, they were purchased by a consortium of five Japanese companies, who had formed a holding company and a subsidiary for purposes of the purchase. The subsidiary then purchased the ARCO stock, and enlisted Dinsmore to guide a merger into the subsidiary company, which was then renamed Tri-Arrows Aluminum. Efficiently managing the multi-layer transaction, our team worked to expedite the process, structuring the merger and managing the flow of documents to complete the transaction.
We also have handled a number of administrative projects for Tri-Arrows since their formation, ensuring that they remain on a sustainable path to long-term success. We assisted the company with changing its fiscal year to better suit their operations and financing schedules. We worked closely with Tri-Arrows to draft new bylaws that allowed for the formation of a steering committee tasked with providing strategic planning and guidance. Comprised of members of the board and management, the committee should enable key management personnel within Tri-Arrows to become more deeply involved in large-scale planning actions of the company.
In furtherance of the merger and the change in fiscal years, we amended the credit agreement of Tri-Arrows and its parent company, including matters related to name changes of Tri-Arrows and its parent company, the issuance of new stock certificates and delivery of new stock powers.
The collaboration between Dinsmore and Tri-Arrows has paved the way for a successful future.
Corporate Counsel
Corporate Counsel
Corporate Formation; Merger; Issuance and Sale of Preferred Stock in Venture Capital Transaction
Counsel on Multi-year Financing Plan
Counsel to Various Franchisors and Franchisees
Counseling Castellini Group of Companies as They've Grown
A Clear Vision of Tomorrow
Dinsmore counsels Castellini through growth
Growth is often a double-edged sword for businesses. New markets and expanded capabilities often bring new personnel, ideas and approaches that impact everything from operations and service to culture. Remaining true to the original vision and goals amidst change is challenging. The ability to focus on company pillars can be a significant determining factor in the long-term health of any business.
Founded more than 115 years ago, Castellini has found a way to maintain a family atmosphere, even as they’ve transformed from a small fruit and vegetable supplier on the banks of the Ohio River to one of the country’s leading fresh produce suppliers. Through Castellini’s growth, which has included the addition of several smaller and related companies, Dinsmore has been at their side, counseling them through everything from their corporate structure to facility relocations and strategic acquisitions.
When Castellini’s headquarters on the riverfront was displaced, our team helped with the relocation effort, meeting with city and county officials on both sides of the river before securing their current site in Northern Kentucky. We’ve also assisted with a variety of real estate acquisitions and dispositions, handling everything from contract negotiations to executing the transactions, even settling an important eminent domain matter with Hamilton County.
As Castellini has grown through acquisition, we’ve been there to help integrate new entities into a corporate structure designed to help the company remain competitive while also protecting their interests. By providing a big-picture perspective, our attorneys have been able to advise Castellini about the short and long-term impacts of each acquisition, drawing upon our knowledge of their operations to fully analyze the risk and reward each opportunity posed.
Generations of Dinsmore attorneys have worked alongside Castellini’s leaders. By immersing ourselves in their culture, studying their operations, and more importantly, learning their challenges, we’re able to help Castellini maintain their vision and their place as one of the leaders in the produce industry.
Cross-Border Acquisition
Data Privacy Breach Regarding Confidential Financial Information
Debt / Equity Financing
Development of Urgent Care Business
Dispute Involving Contractual Issues Between Business Partner and Guarantor
Equity Offerings
Establishing Foreign Subsidiaries Around the World
Financing
Financing
Financing
Financing the Future
The Business of the Business
Castellini turns to Dinsmore to navigate many of its financing transactions
Every business needs access to proper financing channels to grow and prosper. Understanding available financing options that make new investments, improvements and expansions possible is vitally important, as is the ability to anticipate potential problems and formulate strategies that minimize risk.
Dinsmore attorneys are proud to have played an integral role in the growth of Castellini through helping to structure, monitor and negotiate many of their financing transactions. We work as a trusted partner of not only Castellini, but also with many of their related companies, including Interstate Truckway, Merchants Cold Storage and CCW Realty, enabling our team to provide a holistic approach to financing matters. We counsel in many of the financial transactions for Castellini’s operations and our team has a thorough understanding of each facet of Castellini, providing us with valuable knowledge about the short and long-term implications of every financing transaction.
Product safety and quality are two Castellini hallmarks. The financing transactions our team helps to negotiate and execute, from commercial real estate loans and lines of credit to capital equipment loans, aid in Castellini’s acquisition of new capabilities, facilities, upgraded equipment and most importantly, the flexibility to respond to unforeseen opportunities.
Our understanding of the Castellini culture has also enabled us to bring a higher level of consistency to the financing process. On behalf of Castellini, we work with a number of regional and national banks on transactions. We endeavor to standardize the document language and process as much as possible, resulting in efficiencies and greater predictability for Castellini.
As Castellini has grown, so too has the relationship with Dinsmore. By bringing consistency and efficiency to their financing processes and procedures, we’re able to be a stronger advocate for their success.
Foreclosure Proceeding Involving Shopping Malls
Foreclosure Proceedings Involving Rental Properties
General Counsel
Served for many years, or am currently serving, as general counsel or general corporate counsel for the following Southern Ohio-based businesses:
- Multinational manufacturer of scientific instruments and measuring devices for water quality monitoring, industrial and medical applications;
- North American operations of the world's largest machine tool manufacturer;
- National brand name farm animal feed manufacturer;
- Multinational specialty chemical company; and
- National manufacturer of therapeutic equipment for autistic children.
Health Care Facilities Group Purchasing Agreements
Implementation of the Kentucky Health Care Exchange
Joint Business Venture Agreements
Joint Venture to Provide Aesthetic and Cosmetic Non-Surgical Services
Lead counsel in acquisition of financial institution
Lead counsel in acquisition of food company
Lead counsel in acquisition of newspaper company
Lead counsel in acquisition of troubled bank holding company
Lead counsel in complex debtor situation
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