A New Chapter
Dinsmore helps Castellini take the reins

At its core, Cincinnati is a baseball town and no person embodies that spirit more than hometown businessman Bob Castellini.  His passion for the game is evidenced through many years of involvement with Major League Baseball, having held minority ownership and partnership roles with the Texas Rangers, Baltimore Orioles and St. Louis Cardinals.

After learning in late 2005 that a group of minority owners were interested in selling their interest in the Cincinnati Reds, Castellini enlisted Dinsmore to guide his ownership group’s effort to purchase the team.  Negotiating, financing and closing the transaction required legal acumen, creativity and a healthy dose of diplomacy.  Dinsmore attorneys worked with discretion through meticulous negotiations and not only helped Castellini to acquire controlling interest in the club but also to establish a blended ownership structure, incorporating a mix of legacy, voting and non-voting units.

Dinsmore’s success was rooted, in part, in its attorney’s experience navigating complex financial challenges, particularly those involving debt financing, as well as their understanding of the procedures and regulations governing MLB club ownership.  Dinsmore’s approach built momentum that enabled Castellini and his group to assume operating control of the team after just six weeks of negotiations – an efficient result that afforded him the opportunity to put his stamp on the team before spring training began.  Additionally, Dinsmore worked closely with the club’s minority ownership stakeholders throughout the entire process, building consensus and relationships as they guided negotiations to ensure stability and long-term success for the club.

Helping to guide Castellini through the challenges associated with purchasing a controlling interest in the Cincinnati Reds afforded Dinsmore tremendous experience and a unique opportunity to play an active role in putting one of the games most storied franchises on a path to success.

Represented developers in over 200 transactions involving low income housing tax credits, historic tax credits and/or new markets tax credits.

Representation of client over last 20 plus years on issues pertaining to distributors, distributorship acquisitions, advertising, employment and labor-related issues, antitrust (Kentucky tied house issues), and regulatory issues governed by Kentucky Department of Alcohol Beverage Control

We brought this case on behalf of a Trust against a broker and the financial services company employing the broker. Our client claimed that the broker and the company had breached multiple duties in advising the Trust to surrender millions of dollars in life insurance policies. The case took place in FINRA arbitration. After substantial document and witness discovery, including expert witnesses on the duties of broker-dealers, the duties of insurance agents, and handwriting analysis, we were able to obtain a very favorable monetary settlement for our client.

Kentucky representation of major supplemental insurance and benefits company, including regulatory work, arbitrations, advertising issues and defense of lawsuits

Representation of theological institution and institution’s board on major contract, corporate and senior management issues

We advised a U.S. company that is owned by a European resident with multiple operating companies in Europe on an inversion transaction and cross-border asset sale. The company’s earnings were subject to U.S. taxes, and our role was to remove the U.S. company from the ownership structure and make the operating companies subsidiaries of a foreign parent company, thereby reducing the U.S. taxes. Previously, we advised the client on the related U.S. tax aspects of a loan transaction and refinancing of the European subsidiaries.

I have been involved in the formation and growth by syndication, bank financing, zoning and other legal relationships with Towne Properties since its inception in 1961.

We served as counsel to developer EAB DMM LLC, who was seeking permanent financing for the development of a 241-unit multifamily project valued at approximately $32 million. We advised the client at every step of the transaction, including securing a non-recourse real estate loan coupled with a mezzanine loan in the total loan amount of $27.2. Our role included not only handling the loan process, but also advising the client on numerous organizational changes that were necessary to meet the mezzanine loan requirements, including the creation of new companies and accounting for the organizational structure. We further handled title matters and issuance of title insurance for the project. Our efforts enabled the client to efficiently secure the permanent financing needed for the project.

The opportunity, and the ability, to grow is an important factor in the success of any business, especially in an increasingly-competitive marketplace. We advised Standard Register, formerly one of the world’s leading providers of printing and business communication solutions, throughout their purchase of Workflow One, a print management and distribution company. The value of all consideration and financing totaled in excess of $350 million.

We represented our client, a NYSE manufacturing company, in outsourcing its computer main frames to Computer Services Corporation (CSC). Because of significant past outsourcing experience, we simplified and streamlined a very complex transaction.

Wright-Patt Credit Union, Inc. (WPCU) is one of the largest credit unions in Ohio, with nearly $2.5 billion in assets and 25 branches operating in the Greater Dayton area. With the company continuing to grow in service to nearly 250,000 members, they sought a new headquarters facility, wanting to add more space and resources but still maintain their home in the region. We served as project counsel to help WPCU efficiently secure a new facility that nearly doubled their square footage and positioning them for the future.

Our client had already discovered a facility owned by a prominent development company. The facility was originally constructed to be the home of a global IT company specializing in government contract work that had since consolidated their operations. We drafted a letter of intent to purchase, performed due diligence on the site, ensured the facility was in compliance with environmental statutes and regulations, and drafted the purchase and sale documents for the $22.75 million facility.

Only four months had passed from the time WPCU expressed an interest in moving to the close of the sale. The purchase agreement also provides our client access to a state of the art data center in the new facility, resulting in a substantial cost savings. The data center was originally constructed to support IT work contracted by the federal government and will now provide WPCU with access to technological resources that enhance members services.

In addition to helping our client add more space and remain in the Dayton area, we provided additional value by negotiating an option agreement in favor of WPCU with the development company. This agreement requires the development company to immediately market WPCU’s current facility, while providing a guaranteed exit strategy for our client if the property cannot be sold in the current real estate market. We are very excited to work with WPCU as it enters yet another phase of impressive growth.

Represented a publicly traded transportation company in a series of syndicated leased equipment finance transactions with multiple financing companies in transactions with a total value of more than $500 million.

When GE Water and Process Technologies Division sought to make a strategic sale of its membrane and laboratory filter product lines, they turned to Dinsmore. The client wanted to sell the business, which included a number of products central to the water processing industry, such as syringe filters, capsule and cut disc filters, transfer membranes, flat sheet membranes and roll stock microporous membranes. We served as the lead deal counsel, advising the client at every step of the transaction, including negotiating and drafting the terms of the agreements, performing internal due diligence, and handling the closing. We also worked closely with the client to advise on the environmental aspects of the transaction, ensuring that the applicable regulations and policies were in order. As part of the transaction, we also counseled the client on assigning its interests in its leased facility in Westborough, Massachusetts to the buyer, Maine Manufacturing, as well as guiding the client through signing a long-term supply agreement with the purchaser. The deal was completed to the satisfaction of the client, and enabled it to divest itself of a business no longer core to their business.