Complex Divestiture, Accompanying Purchase and Merger

Laying the Foundation

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.