Kerry O. Irwin

Experience

Counseled Client through Strategic Acquisition of School Transportation Company

Client: Privatized school transportation company

We counseled our client, a privatized school transportation company, during its acquisition of an Illinois-based student transportation service provider for special needs students and their families. This acquisition, a logical next step, extended our client’s market presence in Illinois and strengthened its commitment to developing and implementing best practices for transporting special education students. Our team of attorneys performed extensive diligence in preparation of closing, which touched on a multitude of different areas unique to the transaction, such as state and local taxes, and specific to our client’s industry, including regulatory requirements. We diligently worked together with seller’s counsel to achieve a desired result for our respective clients.

Counseled Client Through Company Acquisition

Client: Aerosol Food Product Development Company

We represented an aerosol food product development company in its acquisition of a competitor company. Closing this deal enabled our client to grow their marketing and distribution footprint. We performed due diligence and closing duties for the asset purchase, partnering with our client’s general counsel to get the deal done. We ensured they were satisfied with the end result and positioned the company for success to pursue its strategic growth of operations and market share.

Asset Purchase Transaction

Client: a contract packager

We represented a contract packager in the acquisition of the assets of a competitor packaging company. Our client is a full-service contract packager in the custom aerosol packaging industry. Dinsmore assisted in all aspects of the acquisition, including undertaking due diligence and advising on the structure of the transaction. The acquisition further solidifies our client’s position as a leader in the aerosol packaging industry by increasing their market share and client base.

Represented a Telecommunication Construction Company with Strategic Asset Purchase from Wireless Internet Service Provider

Client: Bowlin Construction Enterprises, Inc.

We represented the acquirer, our client’s newly formed subsidiary White Cloud Communications US, LLC, in its asset purchase from a locally-owned and operated wireless Internet service provider. This deal was another step toward the client's strategic vision to expand broadband cable service in rural areas. Dinsmore spearheaded the transaction, ensuring our client and its affiliates were represented and protected during the deal and beyond closing. Our deal team navigated through every aspect of the transaction, including working with local regulatory bodies to gain transaction approvals.

Represented a Telecommunication Construction Company with Strategic Asset Purchase of Company Operating Broadband Cable Networks in Kentucky

Client: Bowlin Construction Enterprises, Inc.

Our client’s newly formed subsidiaries, White Cloud Communications US, LLC and White Cloud OZ, LLC, purchased the assets of a local company operating broadband cable networks throughout Kentucky. This deal enables our client to continue its strategic expansion throughout the greater Midwest and sets up the company for continued future success. Dinsmore worked together with seller's counsel through every step of the transaction, which included several regulatory issues with the Federal Communications Commission and the development, formation, and implementation of a unique ownership structure enabling the company to utilize the benefits of a Qualified Opportunity Fund.

Counseled a Real Estate Company Through its $86 Million Investment

We represented a real estate services company in connection with a preferred equity investment valued at $86 million by its joint venturers, affiliates of the Webb Companies and the Greer Companies, enabling the continued construction and completion of Centrepointe, a $200 million mixed-use development project spanning a two-acre block in downtown Lexington. The project, once completed, will include two hotels, an office tower and an underground garage complex. Our services included investment and property ownership structure assistance and documentation.

Represented a Private Equity Firm During Their $20-Million-Plus Acquisition

We served as lead counsel to a private equity firm in connection with a portfolio acquisition of a designer and fabricator of architectural LED lighting fixtures for a purchase price in excess of $20,000,000. The transaction financing utilized a capitalization structure that included rollover equity, co-investment and senior and subordinated debt, and also involved significant cross-border issues.

Represented an Energy Company During a $114 Million Acquisition

Counsel to an energy industry-focused private equity firm in connection with its approximately $114-million acquisition of assets associated with a large metallurgical coal mining operation in southern West Virginia. Our services included deal structure assistance; preparation and negotiation of APA and ancillary conveyance and assignment instruments; real estate/mineral title and regulatory/permitting diligence; and coordination of post-closing permit transfers.

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.

Represented a Private Equity Firm Investing $90 Million in a Mining Operation

We represented a private equity firm that invests in energy infrastructure during its $90 million convertible preferred equity investment in Ramaco Development, LLC, which funded improvements to and mining of Ramaco’s metallurgical coal mining properties in southern West Virginia. Our counsel included deal structure assistance, preparation and negotiation of investment agreement and ancillary documents, and real state/mineral title and regulatory/permitting diligence.

Blackhawk Mining Acquires Patriot Coal Corporation

In October 2016, a transaction closed in which Blackhawk Mining (Blackhawk) purchased most of the assets of Patriot Coal Corporation (Patriot) out of bankruptcy. Dinsmore served as counsel to the acquirer, Blackhawk, who had previously purchased other portions of Patriot’s assets in 2014.

The acquisition resulted from Patriot filing bankruptcy for the second time in three years, which added several layers of complexity to the transaction. Many parties were involved in the deal, including among others, the sellers, lenders, creditors, lessors, suppliers, and the United Mine Workers of America, whose existing contract with Patriot was rejected and replaced with a new contract negotiated with Blackhawk. Blackhawk’s bid was selected as the stalking horse offer, but several other interested buyers submitted competing offers, and an aggressive auction process ensued.

The total value of the transaction approached $1 billion. In addition to a multi-tiered financing structure involving the issuance of new equity securities in Blackhawk and the restructuring of Patriot’s and Blackhawk’s prior loan facilities with over $900,000,000 in new debt, the deal involved the assumption by Blackhawk of substantial reclamation and other liabilities, the posting of new bonds with state environmental authorities, and agreements to perform reclamation work on mining sites purchased from Patriot by the Virginia Conservation Legacy Fund.

“This was a very large and difficult transaction, which took months of work by numerous attorneys and staff in many departments and office locations,” said Susan Zaunbrecher, Corporate Department Chair. “The team of Dinsmore attorneys worked cohesively for our client, and, in the end, beat out a lot of impressive competition.”

Most of the six active mining complexes in the acquisition are located in West Virginia, with additional properties and mines in Kentucky, Ohio, Indiana and Illinois. Blackhawk saw the Patriot acquisition as an opportunity to expand its presence in the metallurgical coal market, as a complement to its prominent position as a producer of thermal coal.

“The demand for all coal is down significantly,” said Chauncey Curtz, Chair of the Natural Resources Group. “As a result of this deal, our client is well-positioned to survive the downturn and enjoy continued success as a low cost producer of both thermal and metallurgical coal for many years to come. That’s the most important thing to us.”

Represent Account Wagering Companies

Represented account wagering companies (online handicapping) in acquisition of various state licenses (Oregon, North Dakota, Kentucky, etc.), and continued regulatory compliance at the state level including representation before the Racing Commission.

Advise International Gaming Companies

Ongoing counsel to international gaming companies on U.S. gaming law (civil and criminal) including the Wire Act, Interstate Horseracing Act, and Unlawful Internet Gambling Enforcement Act (UIGEA), simulcasting agreements, trademarks and other intellectual property protection, and foreign entity qualification in various state jurisdictions.

Representation of Non-Profit Equine Trade Associations

Ongoing counsel to various not-for-profit equine trade associations. Work includes advice on corporate governance, rule book compliance, hearing committee, intellectual property protection, employment agreements, election protocol and general contract work.

Acquisition of surface mine, deep mine, coal reserves, coal leases and mining permits

We served as deal counsel for a coal producing company in its acquisition of a deep mine and substantial coal reserves, together with a surface mine, coal and surface leases, and mining permits, for a total value of approximately $25 million. The transaction included a unique financing structure involving the acquisition of certain reserves and a leasing arrangement with third party landholding companies, as well as important labor considerations resulting from certain obligations of the Seller to the UMWA. We helped negotiate and drafted all of the documents necessary to facilitate the deal, and handled all aspects of the due diligence review including labor issues. We counseled the client through the successful closing and execution of the purchase, which will allow the client to expand its mining operations in the Appalachian coal fields.

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.

Acquisition of a Business Through a Joint Venture

We represented a transportation company in structuring a joint venture with a regional transportation provider in order to expand operations into this region. We advised the client at every step of the transaction, including how to structure the transaction with regard to taxes, formation the joint venture, drafted all of the required documentation, assisted the due diligence review, assessed and advised the client on regulatory risks related to the transaction and assisted the client with the consummation of the transaction. The transaction will enable our client to expand their business into a new region and build upon the existing business relationships of the seller with a reduced initial investment.

Asset purchase of idled metallurgical coal mine

We served as counsel to a coal company in the $4 million asset purchase of an idled metallurgical coal mine in southern West Virginia. We counseled the client through every phase of the transaction, from pre-transaction planning and due diligence to drafting the purchase documents to handling the closing. As part of the transaction, we also advised the client regarding the purchase of associated leases of reserves and permits, as well as certain equipment and related assets.

Sale of a Geospatial Business to Private Equity Firm

We counseled a geospatial business in all aspects of its sale to a private equity firm that was part of a roll-up of geospatial solution providers. We advised the client at each step of the transaction, including negotiating the term sheet, responding to due diligence, structuring the transaction, negotiating the purchase documents and executing the closing of the transaction. The sale was completed efficiently and to the satisfaction of the client.

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.

Strategic Sale of a Provider of Fleet Maintenance Services

We represented a leading provider of fleet maintenance services throughout their sale of a subsidiary that provided logistical and administrative support for government installations to a government service company. We counseled the client at each step of the transaction, including preparing responses to due diligence requests, negotiating terms, preparing documents and handling the closing. The transaction was completed to the satisfaction of our client.

Sale of Family-Owned Coal Company

When Pine Branch Coal Sales was presented with the opportunity to sell their operating assets, they turned to Dinsmore for counsel. A family-operated coal company, Pine Branch was approached by Blackhawk Mining, LLC about the potential transaction, which would allow Blackhawk to more than double its production. We worked with Pine Branch to facilitate the deal, including conducting due diligence analysis and preparing and drafting the appropriate documentation. We also assisted the client with the complex financial aspects of the deal, which included a component of seller financing and a multi party intercreditor arrangement with a consortium of lenders headed by Deutsche Bank. We then counseled the client through the closing and execution of the sale, which was completed efficiently and to the satisfaction of the client.