Experience
Represent online back-up service
We represent an online back-up service provider in drafting its end user license agreement and related agreements with its software providers.
Represent pharmacy in corporate matters
We represent a pharmacy chain (27 stores in West Virginia and Ohio) in all corporate matters. We drafted its Change in Control Severance Plan for its high level management and have negotiated the possible sale of the company to two different national pharmacy chains. We have also recently represented it in the acquisition of a local pharmacy in Ironton, OH.
Representation of Blaine Pharmaceuticals
Representation of Blaine Pharmaceuticals, a privately held Kentucky corporation as corporate counsel.
Representative transactions:
1. Acquisition of Maginex product line from Geist Pharmaceuticals of Indianapolis, Indiana. Participated in and documented acquisition transaction, inclusive of intellectual property encompassing patents, trademarks, inventory and related assets.
2. Acquisition of ReliaDose product line from former owners. Participated in and documented acquisition transaction, inclusive of intellectual property encompassing patents, trademarks, manufacturing relationships and related assets. ReliaDose is a product providing a system for delivery of pediatric medicines to infants, expected to be in widespread retail distribution.
3. Reorganization and recapitalization of Blaine effected to provide investment capital for company expansion and product roll out. Transaction involved complete corporate restructure to accommodate preferential equity investment effected through an exempt private placement transaction.
Representative transactions:
1. Acquisition of Maginex product line from Geist Pharmaceuticals of Indianapolis, Indiana. Participated in and documented acquisition transaction, inclusive of intellectual property encompassing patents, trademarks, inventory and related assets.
2. Acquisition of ReliaDose product line from former owners. Participated in and documented acquisition transaction, inclusive of intellectual property encompassing patents, trademarks, manufacturing relationships and related assets. ReliaDose is a product providing a system for delivery of pediatric medicines to infants, expected to be in widespread retail distribution.
3. Reorganization and recapitalization of Blaine effected to provide investment capital for company expansion and product roll out. Transaction involved complete corporate restructure to accommodate preferential equity investment effected through an exempt private placement transaction.
Representation of Enerfab, Inc.
Representation for over twenty years of Enerfab, Inc., an Ohio based entity that supplies: power plant maintenance and construction services, (including clean air technologies); storage plants and facilities for fresh (not from concentrate) orange juice in Florida and Spain; tanks, fabricated systems and construction services in the brewing industry; manufacture and supply of tank heads throughout North America; fabrication of carbon and stainless steel tanks, piping and products for a variety of industries.
Representative mergers and acquisitions and business transactions:
A. Negotiation of agreements for the construction and maintenance of aseptic orange juice storage facilities for such customers as Tropicana, CitroSuco North America, Sunkist Growers, and Golden Gem. Multiple projects with construction values in the hundreds of millions of dollars for the construction and maintenance of storage facilities with capacities in the tens of millions of gallons.
B. Multiple acquisitions of power plant maintenance and construction companies, including Fischback Power Services, Phillips Getchow Company, Aycock, Inc and others. Businesses acquired have yielded sales to Enerfab in the tens of millions of dollars.
C. Acquisition of the heads division of Trinity Industries, consolidating Enerfab's position as a significant supplier of heads to the North American market.
D. Acquisition of the Hamilton Kettles division of Allegheny Hancock, a transaction accretive to Enerfab's position in the heads market.
E. Assorted transaction agreements with Principal U.S. brewing companies, including Anheuser Busch, Coors-Molson, and Miller brands involving sales of goods and services related to brewery operation, maintenance, and construction.
Representative mergers and acquisitions and business transactions:
A. Negotiation of agreements for the construction and maintenance of aseptic orange juice storage facilities for such customers as Tropicana, CitroSuco North America, Sunkist Growers, and Golden Gem. Multiple projects with construction values in the hundreds of millions of dollars for the construction and maintenance of storage facilities with capacities in the tens of millions of gallons.
B. Multiple acquisitions of power plant maintenance and construction companies, including Fischback Power Services, Phillips Getchow Company, Aycock, Inc and others. Businesses acquired have yielded sales to Enerfab in the tens of millions of dollars.
C. Acquisition of the heads division of Trinity Industries, consolidating Enerfab's position as a significant supplier of heads to the North American market.
D. Acquisition of the Hamilton Kettles division of Allegheny Hancock, a transaction accretive to Enerfab's position in the heads market.
E. Assorted transaction agreements with Principal U.S. brewing companies, including Anheuser Busch, Coors-Molson, and Miller brands involving sales of goods and services related to brewery operation, maintenance, and construction.
Representation of Finn Corporation
Representation for over fifteen years of Finn Corporation, a U.S. manufacturer of heavy equipment for the landscape and nursery industry, inclusive of its parent DHG Inc. and its affiliates Express Blower, Inc. and CWS, Inc.
A. Negotiation and implementation of complete corporate restructure transaction involving the sale of the business from remaining founding members to investment funds.
B. Negotiation and implementation of transaction for acquisition by Express Blower Inc. of assets from Rexius Forest By-Products, Inc, of Eugene Oregon, to form the "high end" Express Blower blower truck line.
C. Negotiation and implementation of multiple bank financing and private debt arrangements under which DHG and its subsidiaries operate their business lines. Inclusive of off site inventory as collateral for bank loans, and debenture financing with warrants in the case of private debt financing.
D. Preparation of national and international dealer agreements, distributor agreements, demonstration agreements, consignment agreements and other arrangements pursuant to which client manufactures and distributes its products nationally and internationally.
A. Negotiation and implementation of complete corporate restructure transaction involving the sale of the business from remaining founding members to investment funds.
B. Negotiation and implementation of transaction for acquisition by Express Blower Inc. of assets from Rexius Forest By-Products, Inc, of Eugene Oregon, to form the "high end" Express Blower blower truck line.
C. Negotiation and implementation of multiple bank financing and private debt arrangements under which DHG and its subsidiaries operate their business lines. Inclusive of off site inventory as collateral for bank loans, and debenture financing with warrants in the case of private debt financing.
D. Preparation of national and international dealer agreements, distributor agreements, demonstration agreements, consignment agreements and other arrangements pursuant to which client manufactures and distributes its products nationally and internationally.
Representation of Graeter's Manufacturing Company
Graeter's Manufacturing Company. Corporate representation of fifth generation family owned business which manufactures ice cream and confection products. Nationally known supplier of premium quality products (as referenced on Oprah Winfrey, the West Wing, and in other national media outlets). Counsel for franchise program with Graeter's as franchisor and business counsel for all corporate operations, inclusive of labor, real estate and general corporate work.
Representation of Xanodyne Pharmaceuticals, Inc.
Representation of Xanodyne Pharmaceuticals, Inc., a pharmaceutical company operating in the area of women's health care products, from inception to the present.
Representative business transactions:
1. Acquisition of Amicar, Levoprome and methotrexate products from Immunex Corporation. Handled all aspects of transaction, including acquisition of intellectual property, manufacturing arrangements, and venture capital financing necessary to provide Xanodyne with funds for the acquisition.
2. Sale of methotrexate injectable product line to Wyeth Pharmaceuticals. Handled all aspects of the negotiation and documentation in the disposition transaction.
3. Acquisition by merger of Integrity Pharmaceutical Corporation of Indianapolis, Indiana. Brought to the company numerous women's health products in the urinary care line. Handled all aspects of the acquisition inclusive of merger documentation and all processes associated with legally effecting the merger transaction.
Representative business transactions:
1. Acquisition of Amicar, Levoprome and methotrexate products from Immunex Corporation. Handled all aspects of transaction, including acquisition of intellectual property, manufacturing arrangements, and venture capital financing necessary to provide Xanodyne with funds for the acquisition.
2. Sale of methotrexate injectable product line to Wyeth Pharmaceuticals. Handled all aspects of the negotiation and documentation in the disposition transaction.
3. Acquisition by merger of Integrity Pharmaceutical Corporation of Indianapolis, Indiana. Brought to the company numerous women's health products in the urinary care line. Handled all aspects of the acquisition inclusive of merger documentation and all processes associated with legally effecting the merger transaction.
Represented Graeter’s Manufacturing in all Aspects of Construction of its Manufacturing Facility
We represented Graeter’s Manufacturing Co. with respect to the acquisition, development and construction of its manufacturing facility on Paddock Road in Cincinnati, Ohio.
Reseller Agreements
Represented Standard Register in negotiating and preparing approximately fifteen (15) reseller agreements in 2005 and 2006 for the resale of its business forms and products by authorized resellers in amounts ranging from $1,000,000 to $5,000,000.
Sale of Air Pollution Control Company
Assisted in the sale of our client, Kirk & Blum Manufacturing Company, to CECO Environmental Corp. CECO, North America's largest air pollution control corporation, received six facilities located in Cincinnati, Ohio; Indianapolis, Indiana; Louisville and Lexington, Kentucky; Columbia, Tennessee; and Greensboro, North Carolina in the all-cash transaction.
Sale of Commercial Printer
We represented Johnson & Hardin in its acquisition by World Color Press, Inc. World Color acquired Johnson & Hardin's two facilities, located in Cincinnati and Lebanon, Ohio, adding 450,000 square feet of production capacity and a workforce of 780 employees. At the time of the transaction, Johnson & Hardin had annual revenues of approximately $80 million while World Color employed approximately 13,000 employees and operated 38 facilities nationwide.
Sale of Companies through Chapter 11 Plan of Reorganization
We acted as lead counsel for the Wornick Companies ("the Companies") in the sale of the Companies to bondholders who held 85% of the publicly-traded debt securities of the Companies through a Chapter 11 Plan of Reorganization. The value of the transaction was $85MM. Our firm also acted as lead counsel for the debtor in the Chapter 11 bankruptcy proceeding in the Western Division of the Southern District of Ohio. The Company is a leading supplier of Meals Ready to Eat (MRE) to the armed services.
Sale of Company
We represented Huffy Corporation in the sale of Washington Inventory Service.
Sale of Company in Connection with Chapter 11 Restructuring
We represented Milacron Inc. as lead counsel in the sale of the company and its numerous international subsidiaries (“Milacron”) to bondholders who held over 90% of the publicly-traded debt securities of Milacron through a Section 363 asset sale in connection with Milacron’s Chapter 11 restructuring. The transaction value was approximately $175MM. Our firm also represented Milacron as lead counsel in the Chapter 11 bankruptcy proceeding in the Western Division of the Southern District of Ohio. Milacron is a major solutions provider to the plastics-processing industries and a leading supplier of premium fluids to the metalworking industries.
Sale of DuBois Chemicals Inc.
Assisted our client, Chemed Corporation, in the $250MM cash sale of its DuBois Chemicals Inc. subsidiary to the Molson Companies of Canada. DuBois manufactures and sells institutional and industrial maintenance and cleaning products.
Sale of High-end Printing Company to Consolidated Graphics, Inc.
We represented The Hennegan Company in the sale of its business to Consolidated Graphics, headquartered in Houston, Texas. Consolidated Graphics operates 70 printing companies located across 27 states, in Canada and Prague, the Czech Republic. Hennegan, a filing agent for the U.S. Securities and Exchange Commission and a certified vendor for the Forest Stewardship Council, is headquartered in Florence, Kentucky and is a leading provider of ultra-fine printing. At the time of the transaction, Hennegan had annual revenues of approximately $85 million.
Sale of National Third-party Administrator
We represented our client, United Medical Resources, in its acquisition by UnitedHealthcare. United Medical Resources, a national third-party administrator, worked with more than 120 customers in health care, manufacturing, retail and service industries. The company maintained its Cincinnati-area headquarters following the sale. At the time of the transaction, United Medical Resources administered more than 1,400 health benefit plans for more than 400,000 members.
Sale of Real Estate
Represented client in connection with its sale of a Starbucks location in Florida. Our client owned real estate, of which we helped negotiate and facilitate the sale of to a buyer for approximately $1.4 million.
Sale of Real Estate
Represented seller in the sale of former 4 acre manufacturing site, including a 150,000 square foot manufacturing building located adjacent to Huntington Park in the Nationwide Arena District.
Sale of Specialty Publisher
Helped the Rosenthal Family sell F&W Publications, Inc., a Cincinnati, Ohio-based publisher of about 60 special interest magazines and books, to Citicorp Venture Capital. Following the $100MM+ sale, our client retained a minority stake in the business.
Sale of Technology Company
When Space Computer Corporation, a technology company that specializes in software for hyperspectral sensors, sought counsel to guide them through a merger with ITT Exelis, they turned to Dinsmore. Space Computer Corporation’s business includes the development and production of hyperspectral sensors, which are installed on satellites, manned aircraft and unmanned vehicles to detect hidden or obscure targets, cue other sensors, and downlink real-time data to analysts, including providing such services and products to the defense industry, U.S. military and government organizations. We were tax and transactional counsel, advising the clients on all aspects of the transaction, including tax structuring, negotiating terms, drafting the applicable documents, closing, and ensuring that our client’s interests were protected throughout the entirety of the transaction.
Sale/Merger
Represented the buyer in connection with its purchase of a Sonic franchisee located in northern Florida. Purchase included the business, as well as 12 associated pieces of real estate. We negotiated terms of the purchase agreement, as well as terms of the real estate agreements.
Sale/Merger
Advised client in connection with the division of a graphics design company between its two current owners. Our client retained ownership and control of the company and brand as a result of this transaction.
Sales Agreements, Agency, Brokering and Security Agreements for Substantial Coal Brokering Firm
I represented a substantial Appalachian coal brokering firm with respect to various coal sales and transportation arrangements for both domestic and foreign markets, including applicable security and related agreements pertaining to financing assistance to producers from time to time.
Sales and Purchases of Coal Mining Company Assets
I have represented a large Appalachian coal producer in commercial transactions involving both the sale and purchase of underground and surface mines, preparation plants, sales contracts, mining equipment and permits with values ranging from $20 million to in excess of $200 million.
Sales Office Leases
Represented Standard Register in negotiating and preparing twelve (12) sales office leases in 2005 and 2006 with annual rental rates from $50,000 to $250,000.
SBIC Venture Capital Fund Formation
Represented the founders of a venture capital fund in the formation of the fund.
Securities Counsel
Advised clients on strategies to avoid significant liability under the short-swing profit rules of Section 16(b) of the Securities Exchange Act of 1934.
Securities Counsel
Advised semiconductor company through major “options backdating” investigations regarding the restatement of its financial statements, delisting and relisting on NASDAQ, worked with internal counsel, accounting and treasury personnel and outside consultants to recreate financial statements, represented company in obtaining related regulatory relief from the SEC.
Seeing Clearly: Dinsmore Helps Ohio Charter Schools Secure Greater Transparency from their Management Company
Across-the-board budget cuts and an unstable economy have dramatically impacted educational funding, making it more important than ever for each dollar to count. That’s why a recent court decision that ordered a charter school management company to disclose detailed financial information about their expenditures could prove to be a significant win for all Ohio charter schools and their students.
We are currently representing a group of charter schools in the Cleveland/Akron area that are seeking access to the financial records of their for-profit management company. The schools currently are managed by White Hat Management, a private, for-profit entity responsible for using the fee paid to it by the charter schools’ from state allocated revenue to operate the schools. According to the Management Agreement, the schools were required to turn over 96 percent of operating funds they received from the state to White Hat, who would in turn take responsibility for handling payroll, facilities, and equipment and supplies purchases.
However, with several of the schools suffering academically, the schools sought to identify areas where additional or adjusted spending could lead to improvement. They then filed suit, alleging that White Hat refused to disclose how the state funds were currently being spent. White Hat alleged that they had followed state statutes in releasing a general expenditures report and that additional financial disclosures would reveal trade secrets.
During pre-trial discovery proceedings, the Franklin County Court of Common Pleas issued an order for the production of detailed financial statements, including tax returns and financial information about the companies affiliated with White Hat. The order was later upheld by the Franklin County Court of Appeals, which found that White Hat “offered little support to explain why the materials sought were confidential and proprietary.” The ruling could set an important precedent in the state regarding the financial obligations and transparency of private entities that manage charter schools.
White Hat may file an appeal to the Supreme Court of Ohio; however, it is our opinion that a decision on a discovery issue will not be accepted for review. There is a second appeal pending at the Franklin County Court of Appeals to determine who should retain ownership of property purchased by White Hat with the fee paid to it to operate the schools. We will provide updates as they occur.
We are currently representing a group of charter schools in the Cleveland/Akron area that are seeking access to the financial records of their for-profit management company. The schools currently are managed by White Hat Management, a private, for-profit entity responsible for using the fee paid to it by the charter schools’ from state allocated revenue to operate the schools. According to the Management Agreement, the schools were required to turn over 96 percent of operating funds they received from the state to White Hat, who would in turn take responsibility for handling payroll, facilities, and equipment and supplies purchases.
However, with several of the schools suffering academically, the schools sought to identify areas where additional or adjusted spending could lead to improvement. They then filed suit, alleging that White Hat refused to disclose how the state funds were currently being spent. White Hat alleged that they had followed state statutes in releasing a general expenditures report and that additional financial disclosures would reveal trade secrets.
During pre-trial discovery proceedings, the Franklin County Court of Common Pleas issued an order for the production of detailed financial statements, including tax returns and financial information about the companies affiliated with White Hat. The order was later upheld by the Franklin County Court of Appeals, which found that White Hat “offered little support to explain why the materials sought were confidential and proprietary.” The ruling could set an important precedent in the state regarding the financial obligations and transparency of private entities that manage charter schools.
White Hat may file an appeal to the Supreme Court of Ohio; however, it is our opinion that a decision on a discovery issue will not be accepted for review. There is a second appeal pending at the Franklin County Court of Appeals to determine who should retain ownership of property purchased by White Hat with the fee paid to it to operate the schools. We will provide updates as they occur.
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