Acquisition of Privately-Held Company with Gaming Licenses
When a publicly-traded company sought to acquire a privately-held company whose assets included certain gaming vendor licenses across multiple jurisdictions, they turned to Dinsmore for assistance. Our attorneys worked closely with the client to provide counsel on the complex regulatory requirements encompassed by the transfer of the gaming licenses upon completion of the transaction. We also advised on the content and interpretation of four different jurisdictional gaming licensing schemes, including tribal agreements, to ensure the transaction would proceed successfully and without any disruptions to our client’s ongoing business.
Acquisition via Merger
Host Communications, Inc. (HOST) is a sports marketing and association management company that was the primary marketer for the National Collegiate Athletic Association. Its annual revenues exceeded $46 million. HOST also held a 34% interest in its affiliate, Universal Sports America, Inc. ("USA"), a successor to a number of businesses formed to operate and market grass-roots participation events. USA's annual revenues exceeded $62 million.
Bull Run Corporation, a publicly traded company, through a corporate reorganization and a series of subsidiary mergers acquired HOST, USA and Capital Sports Properties for consideration of cash and common stock in the approximate amount of $158 million. See Form S-4 Registration Statement, as amended, for B.R. Holding, Inc. filed on August 9, 1999.
The firm's experience as sports marketing counsel for HOST and USA brought inherent knowledge of the niche industry to the deal.
Represented Investor Group in Purchase of Interest in Kentucky Racetrack
Assisted investor group with purchase of minority interest in Kentucky racetrack and advice on expansion of operations into historical horse racing machines (“HHR”) and the legality thereof. Negotiation of purchase agreement, shareholder agreement and management agreement. Provided counsel regarding licensing of owners of minority interest in the racetrack and successful representation before the Kentucky Horse Racing Commission. Provided ongoing corporate governance and pari-mutuel wagering advice throughout term of ownership.
Counsel to Private Equity Firm in $150 Million Dollar Financing of Kentucky Downs
Kentucky lender’s counsel and specialty (gaming and regulatory) counsel to private equity firm in $150 Million Dollar financing of purchase and redevelopment of Kentucky Downs racetrack and gaming operation. Review of corporate operating documents, term sheet, commitment letter, deposit account control agreements, credit agreements, guarantees, Kentucky mortgages and title work. Representation before the Kentucky Horse Racing Commission for regulatory approval of financing and securitization of gaming assets. Advised on the content and interpretation of Kentucky horse racing, pari-mutuel wagering, historical horse racing laws, and gaming changes, with regard to statutes and regulations.
A Sounding Board for the Cincinnati Reds
Before claims become cases
Reds turn to Dinsmore for workers’ comp insight
Workplace and employee safety are paramount to the success of every business, especially one as high-profile as a professional baseball team. When the unfortunate does occur, having the right counsel oftentimes makes all the difference and for the Reds, that’s Dinsmore.
Dinsmore attorneys serve as a sounding board for the Cincinnati Reds, offering strategies and advice to help the club maintain their consistent, efficient and cost-effective approach to handling workers’ compensation claims. Collectively, Dinsmore’s nationwide network of personal contacts, working relationships and industry leaders provides the Reds with a competitive advantage in jurisdictions across the country.
Complexities abound in the world of workers’ compensation, compounded by the Reds’ largely contract-based workforce that travels regularly as part of the job. Dinsmore attorneys provide value through case, claims and scenario analysis as well as settlement valuation and draft agreements, all with an eye toward mitigating risk. Working closely with Jim Marx, the Reds’ General Counsel, Dinsmore helps the organization handle a variety of workers’ compensation cases, always aiming to resolve issues before they reach the stage where either party feels the need to involve the courts.
Helping the Cincinnati Reds Protect Its Brand Integrity
The name of the game
Dinsmore provides Reds trademark protection
From the regal, stark-white “C” against a red background to the distinctive handlebar mustache of Mr. Redlegs, the Cincinnati Reds own a number of unique brands, labels and mascots that contribute to its status as one of Major League Baseball’s most popular teams. Marketing and brand recognition play an integral role in the growth and success of any professional sports franchise and the Reds trust Dinsmore to protect an important part of its identity.
Leveraging extensive trademark experience and a thorough understanding of MLB licensing regulations, Dinsmore attorneys work to support the Reds proactive approach to merchandising, licensing and broadcasting. Dinsmore is adept at searching federal, state and local registries, as well as performing availability and clearance searches, to help the Reds aggressively promote and expand its brands without exposing the Club to unnecessary risk. Conversely, Dinsmore also helps the Reds protect its brand integrity by ensuring that merchandise and broadcasting rights are registered and cleared through the proper channels. Should unauthorized use of the team name or marks be detected, Dinsmore also serves as local enforcement counsel.
Protecting the brands of a team that simultaneously competes against and cooperates with other clubs under MLB marketing and licensing ventures is challenging. Through collaboration with MLB officials on league-wide licensing matters, Dinsmore is able to shepherd the Reds through the trademark registration process in a timely and cost-efficient manner.
Whether it’s clearing new uniform designs, acquiring domain names or safeguarding fan-favorite mascots, Dinsmore works hand-in-hand with the Reds to strengthen and grow its brands. Marketing and merchandising revenue are vital to driving future club revenue and Dinsmore is committed to searching, clearing, registering and protecting the marks fans identify as uniquely Reds.
Represented Syracuse University assistant men’s basketball coach Mike Hopkins, director of compliance Erlease Wagner, former athletic trainer Tim Neal and former director of compliance Jamie Mullin through NCAA investigation into alleged violations of NCAA bylaws and legislation.
Purchase of Cincinnati Reds Baseball Team
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 former University of Connecticut assistant men’s basketball coach Andre LaFleur and former director of basketball operations Beau Archibald during NCAA investigation into alleged violations of NCAA bylaws and legislation relating to the recruitment of student-athletes. Following the investigation, the NCAA Committee on Infractions did not issue major sanctions or a postseason ban to the program.
Successfully represented former University of Memphis head basketball coach John Calipari through NCAA investigation into allegations of academic fraud. Counseled Calipari through investigation and hearing before the NCAA Committee on Infractions, and he was not charged with any NCAA violations.
Successfully represented former University of Tennessee head football coach Lane Kiffin through investigation by NCAA into claims of failure to monitor and promote an atmosphere of compliance. The NCAA Committee on Infractions eventually concluded that Kiffin did not commit major infractions and would not be penalized.
Currently representing former University of Miami assistant football coach Aubrey Hill and former University of Miami assistant men’s basketball coaches Jake Morton and Jorge Fernandez through NCAA investigation into alleged violations of NCAA bylaws and legislation. Investigation centers around alleged violations relating to the improper benefits provided to student-athletes, as well as the recruitment of student-athletes.
Represented former Ohio State University assistant men’s basketball coach Paul Biancardi through NCAA investigation into alleged violations of NCAA bylaws and legislation relating to the recruitment of student-athletes.