Experience
Acquisition of Global Space & Defense Manufacturer
Ohio counsel to Northrop Grumman in its acquisition of TRW, a global manufacturer headquartered in Cleveland, Ohio, in a transaction valued at approximately $7.8 billion, plus the assumption of TRW's net debt at the time of closing. The combination positioned Northrop Grumman as the nation's second largest defense contractor and helped them join the ranks of the Fortune 100.
Acquisition of Silicon Growing and Fabrication Assets
Assisted Lam Research Corporation in its acquisition of the silicon growing and fabrication assets of Bullen Ultrasonics. Bullen, headquartered in Eaton, Ohio, was a privately held supplier of precision machined components to the semiconductor, aerospace, automotive and other industries. Lam acquired all assets related to Bullen's silicon growing and fabrication business utilized in supplying chamber-critical components for Lam tools. Following the closing, the silicon growing and fabrication related business became Bullen Semiconductor, a division of Lam. The cash transaction was valued at approximately $175 million.
Counseling Castellini Group of Companies as They've Grown
A Clear Vision of Tomorrow
Dinsmore counsels Castellini through growth
Growth is often a double-edged sword for businesses. New markets and expanded capabilities often bring new personnel, ideas and approaches that impact everything from operations and service to culture. Remaining true to the original vision and goals amidst change is challenging. The ability to focus on company pillars can be a significant determining factor in the long-term health of any business.
Founded more than 115 years ago, Castellini has found a way to maintain a family atmosphere, even as they’ve transformed from a small fruit and vegetable supplier on the banks of the Ohio River to one of the country’s leading fresh produce suppliers. Through Castellini’s growth, which has included the addition of several smaller and related companies, Dinsmore has been at their side, counseling them through everything from their corporate structure to facility relocations and strategic acquisitions.
When Castellini’s headquarters on the riverfront was displaced, our team helped with the relocation effort, meeting with city and county officials on both sides of the river before securing their current site in Northern Kentucky. We’ve also assisted with a variety of real estate acquisitions and dispositions, handling everything from contract negotiations to executing the transactions, even settling an important eminent domain matter with Hamilton County.
As Castellini has grown through acquisition, we’ve been there to help integrate new entities into a corporate structure designed to help the company remain competitive while also protecting their interests. By providing a big-picture perspective, our attorneys have been able to advise Castellini about the short and long-term impacts of each acquisition, drawing upon our knowledge of their operations to fully analyze the risk and reward each opportunity posed.
Generations of Dinsmore attorneys have worked alongside Castellini’s leaders. By immersing ourselves in their culture, studying their operations, and more importantly, learning their challenges, we’re able to help Castellini maintain their vision and their place as one of the leaders in the produce industry.
Large Charitable Representation
Ongoing representation of several of the largest public charities in the Greater Cincinnati region. Representation includes advising on securing and maintaining tax-exempt status, compliance with state and federal tax statutes, and general corporate governance.
Merger with McDonald Securities
Assisted our client, Gradison & Company Incorporated, in their merger with McDonald Securities. In connection with the merger, stockholders of Gradison received a combination of shares of common stock and cash totaling approximately $25MM. Prior to the merger, Gradison operated as a full-service regional brokerage and investment advisory firm headquartered in Cincinnati, Ohio with a primary market of southwestern Ohio and Northern Kentucky.
Operating Assets Acquisition
Assisted our client, a provider of tire and wheel subassemblies to manufacturers in the automotive industry, in its acquisition of certain operating assets of T&WA, Inc. The transaction included the assets of the Louisville headquarters of T&WA and the operating assets of four of T&WA’s facilities, located in Paris, KY; Montgomery, AL; Charlotte, MI; and Princeton, IN.
Privacy Litigation
Defended Ohio's former Secretary of State in a class action alleging violation of rights to privacy, personal security, and due process seeking declaratory, preliminary and injunctive relief to prevent publication of Social Security numbers contained on UCC-financing statements. Favorable settlement achieved after argument on TRO and preliminary objection without entry of consent decree, and in subsequent fee litigation Plaintiffs Lodestar and class representative incentive awards were denied. Ultimate fee award was less than sought by Plaintiffs.
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 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 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.
Structured and Organized the Business Foundation for a Minority Business Enterprise
Built to Last
Even with a clear vision and determined personnel, forming and structuring a new company presents plenty of challenges. Finding a niche in the marketplace, attracting and retaining clients, and building a solid foundation all are steps in the process that pose issues, and a company’s ability to navigate those issues is often the determining factor in its success.
When Carl Satterwhite, a former facilities manager at Procter and Gamble and Founder of Infinity Services, and Scott Robertson, owner of Globe Business Interiors, made the decision to create a minority-owned business enterprise focused on furniture distribution and resale, they quickly turned to Dinsmore. Our team worked with Satterwhite and Robertson to guide them through not only the minority business certification process, but also the structuring of their new company. Working with a new initiative at the Greater Cincinnati Chamber of Commerce called the Minority Business Accelerator (MBA), our team not only successfully formed River City Furniture - now known as RCF Group - but also helped RCF Group become the first joint venture facilitated by the MBA. While securing the MBE (Minority Business Enterprise) certification from the South Central Ohio Minority Business Council was a landmark step in the formation of RCF Group, our team also worked extensively to ensure that RCF Group was built to last based on the strength of its value proposition.
In terms of structuring RCF Group, our attorneys partnered with Robertson and Satterwhite to build a blueprint for both short-term viability and long-term success, relying on their collective perspectives of the furniture supply business to guide the process. After establishing RCF Group as a limited liability company with Carl as the majority owner, we then helped arrange the sale of Globe’s furniture distribution and resale arm to RCF Group, enabling them to have their own revenue stream and balance sheet from the first day. The structure of the company and the financing of the purchase were completed in a way that confirmed a long-term commitment from both GBI and RCF Group, adding to the credibility of this minority-led venture. The structure also ensured that RCF Group would have the financial resources and scalability to effectively service large corporate customers committed to diversifying their supplier base.
The dedication and drive of both Satterwhite and Robertson, coupled with the diligence of Dinsmore, has enabled RCF Group to grow exponentially, as they have ventured into other related business areas. Even more significantly, Dinsmore’s work in getting RCF Group certified as an MBE has established RCF Group as a leader in the minority business community. They lead through understanding the structure, growth and vision of RCF Group is touted as a true success story.
RCF Group serves Fortune 500 companies, has thrived and continues to grow, and our attorneys remain integrated with the business. In their early years, we helped establish an Advisory Council that identified potential issues within RCF Group, even serving on that council to offer insight that kept their business moving in a positive direction. Our team has worked with RCF Group since its first day, therefore we understand their business, industry, and we’ve become a trusted partner in their success.
Even with a clear vision and determined personnel, forming and structuring a new company presents plenty of challenges. Finding a niche in the marketplace, attracting and retaining clients, and building a solid foundation all are steps in the process that pose issues, and a company’s ability to navigate those issues is often the determining factor in its success.
When Carl Satterwhite, a former facilities manager at Procter and Gamble and Founder of Infinity Services, and Scott Robertson, owner of Globe Business Interiors, made the decision to create a minority-owned business enterprise focused on furniture distribution and resale, they quickly turned to Dinsmore. Our team worked with Satterwhite and Robertson to guide them through not only the minority business certification process, but also the structuring of their new company. Working with a new initiative at the Greater Cincinnati Chamber of Commerce called the Minority Business Accelerator (MBA), our team not only successfully formed River City Furniture - now known as RCF Group - but also helped RCF Group become the first joint venture facilitated by the MBA. While securing the MBE (Minority Business Enterprise) certification from the South Central Ohio Minority Business Council was a landmark step in the formation of RCF Group, our team also worked extensively to ensure that RCF Group was built to last based on the strength of its value proposition.
In terms of structuring RCF Group, our attorneys partnered with Robertson and Satterwhite to build a blueprint for both short-term viability and long-term success, relying on their collective perspectives of the furniture supply business to guide the process. After establishing RCF Group as a limited liability company with Carl as the majority owner, we then helped arrange the sale of Globe’s furniture distribution and resale arm to RCF Group, enabling them to have their own revenue stream and balance sheet from the first day. The structure of the company and the financing of the purchase were completed in a way that confirmed a long-term commitment from both GBI and RCF Group, adding to the credibility of this minority-led venture. The structure also ensured that RCF Group would have the financial resources and scalability to effectively service large corporate customers committed to diversifying their supplier base.
The dedication and drive of both Satterwhite and Robertson, coupled with the diligence of Dinsmore, has enabled RCF Group to grow exponentially, as they have ventured into other related business areas. Even more significantly, Dinsmore’s work in getting RCF Group certified as an MBE has established RCF Group as a leader in the minority business community. They lead through understanding the structure, growth and vision of RCF Group is touted as a true success story.
RCF Group serves Fortune 500 companies, has thrived and continues to grow, and our attorneys remain integrated with the business. In their early years, we helped establish an Advisory Council that identified potential issues within RCF Group, even serving on that council to offer insight that kept their business moving in a positive direction. Our team has worked with RCF Group since its first day, therefore we understand their business, industry, and we’ve become a trusted partner in their success.
Sundor Group Inc. Acquisition
Assisted our client, Procter & Gamble, in their $325MM cash acquisition of Sundor Group Inc. Sundor, which was owned by Australia's Elders IXL brewery, makes and sells Sunny Delight Florida Citrus Punch, Texsun grapefruit drinks, Lincoln apple drinks and Speas Farm apple drinks.