Project Counsel to an International Health Care Service System
We served as project counsel to our client, an international health care service system, to negotiate a master services agreement pursuant to which an international commercial real estate services firm managed all owned, leased, and sub-leased portfolio of the client’s properties to create efficiencies between our client’s internal facility management, property management, and construction departments and its service providers. In addition to the master services agreement, Dinsmore also negotiated various sub-agreements, including property management, transactional management/brokerage, portfolio administration, project management agreements, which governed specific elements of the relationship between our client and the real estate services firm, including tenant build-outs, portfolio management, leasing, acquisitions, dispositions, and property management. The negotiation required in-depth knowledge of the operations, management and structure of the client’s portfolio of facilities, the service provider’s operations and services, and coordination among the client, its third party consultants, and its service provider.
Counseled Client Through Principal Exit Plan and Sale of Company
When the owners of our construction company client were ready to retire and sell their business, we represented and advised the company through the sale process, beginning to end.
Negotiated Member Interest Purchase Agreement and Metal Supply Agreement Involving Multiple Clients
We represented our clients through the complex negotiations of a binding membership interest purchase agreement, metal supply agreement, and associated agreements involving intellectual property rights. Our clients, UACJ Corporation and its U.S. subsidiary, Tri-Arrows Aluminum Holding Inc., opted to sell their interest in Constellium-UACJ ABS LLC, a Bowling Green, Kentucky joint venture engaged in finishing automotive body sheet, which it previously held with their joint venture partner, Constellium N.V. and Constellium U.S. Holdings I, LLC. Our team assisted with the negotiations resulting in the termination of the membership agreement, working with owners and representatives in Tokyo, Paris, New York, and Louisville. As part of the deal, we also assisted with the negotiations of a metal supply agreement ensuring that Tri-Arrows Aluminum, also our client, would remain a supplier of cold coil to the Constellium Bowling Green plant for up to five years.
Customer’s Counsel in Finance and Accounting Outsourcing Transaction
Our client is a publicly traded company l corporation in the water purification and treatment industry. They were seeking to outsource significant finance and accounting functions to a third-party supplier for the first time. In conjunction with their outside consulting firm, we assisted the client in the full transaction lifecycle, including building out the RFP package, assessing bids and down selecting, dual track negotiations, final business award, comprehensive drafting and negotiation, contract execution and transition period guidance. The core project spanned over four months. This complex outsourcing agreement was comprised of over 50 distinct contract documents, and the services covered over 130 different countries. We worked closely with our client’s finance, IT, procurement and tax teams and directly negotiated with the supplier’s business and legal teams. Given the volume and complexity of the documents, terms and stakeholders, attention to detail, focus and organization was at a premium. Ultimately, we got the deal closed on favorable terms and stand ready to continue to support the client as appropriate throughout the transition period and following “go-live.”
Represented Coal Company in Acquisition of Mines
Dinsmore, led by Tom Rubenstein and Jason Sims, represented Coronado in a $420 million transaction that included 14 other attorneys from various practice groups within the firm. In the transaction, Coronado acquired the Buchanan Mine Complex in Southwest Virginia along with the idled Amonate Complex and additional undeveloped metallurgical coal reserves in Southwest Virginia and Pennsylvania from CONSOL Energy, Inc.
Dinsmore acted as lead counsel in the transaction and was responsible for nearly all legal issues concerning the transaction, including advising the client on environmental, tax, labor and employment, employee benefits and real estate issues.
This particular coal transaction involved complex issues because CONSOL Energy retained rights to the natural gas on these properties, which required Dinsmore to assist Coronado in the negotiation of cooperation agreements related to the properties and advising Coronado on the proper structure for the transaction based on the continuing relationship that will exist between Coronado and CONSOL Energy after the consummation of the transaction.
Coronado significantly increased its capacity with this acquisition and now has an enhanced position in the markets it serves with a greater ability to serve its customers and increase its overall sales.
Membership purchase agreement of media holding company subsidiary
Acquisition of Coal Mining Operation Assets
We served as transaction counsel to Coronado Coal II LLC in an approximately $174 million transaction involving the acquisition of the coal mining operation assets of Cliffs Logan County Coal, LLC from Cliffs Natural Resources, Inc. The assets involved in the transaction were active underground and surface mines with metallurgical and thermal reserves, preparation and loading facilities and related infrastructure. We advised the client at each step of the transaction, including the initial offer and proposed letter of intent, due diligence, negotiating the purchase agreement, transition services agreement, permit operating agreement and certain third party agreements and efficiently executing the closing of the sale. The transaction, was the firm's fourth coal asset acquisition for this client and the entities associated with it since 2012.
Counseled a SaaS company through a complex merger
Acquisition of a Business Through a Joint Venture
Outsource of High Technology Services
Among numerous outsource transactions for Fortune 50, public and private companies, we have represented First Data, a leading technology service provider, and its predecessors, for over two decades in numerous service/outsourcing contracts and litigation with various governmental and state agencies. Our work included reviewing government proposals for service, as well as drafting and negotiating licenses, software and hardware contracts, service contracts, employee agreements, teaming agreements, prime/sub third-party contracts and consulting agreements governing individuals and teams that implemented solutions and ultimately performed the contracted services. We worked with countless state, county and municipal agencies around the country, crafting contracts and agreements that were in compliance with local and state laws relating to service and product delivery, confidentiality, privacy and competition. Our client frequently provided services to the Department of Jobs and Family Services, Department of Agriculture and other similar departments in various states, and we had to carefully construct agreements to meet both state and federal compliance to ensure funding, Our work included establishing an agreement with a state agency that enabled the monitoring of in-house care providers, as well as an agreement that consolidated and expedited various multi-state government welfare programs. We also handled agreements relating to various types of technology, including electronic funds transfer, e-commerce, tax collection, call centers, child support and interactive voice response, structuring agreements to protect our client's interests as they provided these services to various state governmental and regulatory agencies.
Asset purchase of idled metallurgical coal mine
Sale of a Geospatial Business to Private Equity Firm
Acquisition of Two Metallurgical Coal Companies in West Virginia
In an environment of increased scrutiny and regulations, coal companies and mine operators must be able to strategically grow and evolve in order to succeed. Seeking to expand their role in the metallurgical coal market, the coal company turned to Dinsmore to guide them through the acquisition of the two metallurgical coal companies with coal mine complexes in southern West Virginia. We served as deal counsel for the transaction, handling everything from due diligence to negotiating the purchase agreement to coordinating, negotiating complex employment liability issues, and shepherding the closing of the sale. The transaction will enable our client to enter the metallurgical coal market and expand their business offerings moving forward.
Syndicated Leased Equipment Financing
Cross-Border Acquisition by Merger and Stock Purchase
Strategic Sale of a Provider of Fleet Maintenance Services
Deal Counsel to GE in Sale of Business
When GE Water and Process Technologies Division sought to make a strategic sale of its membrane and laboratory filter product lines, they turned to Dinsmore. The client wanted to sell the business, which included a number of products central to the water processing industry, such as syringe filters, capsule and cut disc filters, transfer membranes, flat sheet membranes and roll stock microporous membranes. We served as the lead deal counsel, advising the client at every step of the transaction, including negotiating and drafting the terms of the agreements, performing internal due diligence, and handling the closing. We also worked closely with the client to advise on the environmental aspects of the transaction, ensuring that the applicable regulations and policies were in order. As part of the transaction, we also counseled the client on assigning its interests in its leased facility in Westborough, Massachusetts to the buyer, Maine Manufacturing, as well as guiding the client through signing a long-term supply agreement with the purchaser. The deal was completed to the satisfaction of the client, and enabled it to divest itself of a business no longer core to their business.
Acquisition of Regional Transportation Businesses
Dinsmore & Shohl has acted as lead U.S. counsel for all acquisitions of regional transit companies for one of the largest transit companies in the world. Our firm has completed a multitude of these acquisitions with a total aggregate value far in excess of $100 million.
General Outside Counsel Representation
Represented Purchaser in the $18 million stock purchase of a school bus company. Dinsmore assisted its client, the U.S. division of a publicly-traded United Kingdom company, with the acquisition of a Pennsylvania-based school bus company.
Private Equity Funding
We represented the purchaser of a financially troubled technology company in the construction services industry in a $36 million reverse triangular merger, which included combining two companies with complex capital structures due to multiple rounds of venture capital financing for each entity.
Dinsmore & Shohl represented a non-U.S. defense contractor in the $25 million stock purchase of another defense contractor whose parent was also a non-U.S. entity. This transaction included obtaining CFIUS approval from the State Department and due diligence efforts covering several countries.