David J. Lavan

Experience

Counseled Client in its Acquisition of a $1.9 Billion Publicly Traded Financial Holding Company.

Client: Peoples Bancorp Inc.
Counseled Client in its Acquisition of a $1.9 Billion Publicly Traded Financial Holding Company.

Peoples Bancorp Inc. has engaged us for a variety of significant projects involving M&A and regulatory matters over the last 12 months. We partnered with Peoples on its most significant acquisition to date with our team, the purchase of Premier Financial, a $1.9 billion dollar public company with financial operations in seven states. This was a complex deal requiring a deep and broad team to handle a three-step merger, shareholder approvals, various regulatory approvals, and multi-state filings. The team was heavily involved in negotiating proper allocations of risk, transaction documents, and leading diligence, working hard in a compressed timeframe to get to signing. Other projects completed with Peoples included advising on a variety of corporate governance matters and regulatory matters.

Counseled Leading ULT Freezer Company through Merger

Client: Stirling Ultracold
Counseled Leading ULT Freezer Company through Merger

We counseled our client, Stirling Ultracold, an innovative developer and manufacturer of ultra-low temperature (ULT) freezers for life science and biopharma research, through its merger with BioLife Solutions, Inc., a developer focused on bioproduction devices used in cell and gene therapies. The all-stock mergers was in excess of $230 million.

Stirling’s CEO saw the potential for increased demand for the company’s freezers during the COVID-19 pandemic as the freezers were a direct competitor to dry ice used in storing the COVID-19 vaccine. Merging with BioLife enabled Stirling to execute an aggressive strategic plan marketing and selling its freezers. Dinsmore served as the company’s general counsel since 2019, and our team of attorneys brought experience in mergers and acquisitions, labor, insurance, and life sciences, all of which was necessary to fully understand and address the company’s specialized needs. We counseled our client through the merger while simultaneously defusing challenges. Our team’s collective experience enabled Stirling’s executives to address the company’s short-term needs while also achieving its long-term goal.

“The entire team at Dinsmore was, by far, the best engagement I have had in the 15-plus strategic transactions I have done throughout my career,” said previous Stirling Ultracold CEO Dusty Tenney, now COO and president at BioLife. “Their responsiveness, engagement, availability and deal leadership were extraordinary from LOI to closing.”

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.

Counsel on Multi-year Financing Plan

Guided Fortune 100 client through a multi-year financing plan to facilitate acquisitions, dispositions, joint ventures, the offer and sale of debt and equity securities and the restructuring of its balance sheet resulting in transforming the client from a $2 billion local gas distribution company to $7 billion interstate pipeline company over a period of seven years.

No-action, Interpretive and Exemptive Letters

Drafted significant No-action, Interpretive and Exemptive Letters addressing novel issues in derivatives trading and successor issuer reporting.

Outside General Counsel

Served as outside general counsel to a venture capital company in all aspects of its business, including its merger with a public company, investments in start-ups and developing companies, restructuring and financing through private placements.

Product Recall

Advised NASDAQ-listed foreign consumer products company through international product crisis and significant product recall, including internal and external investigations, and counseling senior management regarding litigation avoidance and reputational preservation strategies.

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.