Lisa S. Pierce

Experience

Negotiated Sale of Manufacturing Company to Unsolicited Buyer

Our client, a manufacturer of precision shafts and other components, was approached by an unsolicited buyer. The buyer made a purchase offer that enabled our client to sell its business years earlier than originally planned. We helped the manufacturer negotiate a price and structured the deal in a tax efficient manner.

Complex Joint Venture & Multi-Million Dollar Debt Financing of Client

As a Dinsmore client was looking to expand its operation and service presence into a global marketplace, it sought a Hong Kong entity with manufacturing capability for production of its wind energy products that were to be sold under sales/master distribution arrangements in Asia and Europe. Structural, tax, governance, IP ownership, business plans, capital contribution and other issues demanded close attention by client personnel and the legal team. The transfer of unregistered technology, the client’s equity structure, operating in both Hong Kong and the People’s Republic of China, coupled with a complicated business plan and detailed financing aspects, created the complexity of this transaction.

Dinsmore & Shohl quickly formed a multi-disciplinary team of lawyers from areas including Mergers & Acquisitions, International Tax, IP, and Commercial Lending. After a thorough assessment and advice from both the People’s Republic of China and Hong Kong counsel, Dinsmore lawyers negotiated and prepared the complete extensive package of Joint Venture and Financing documents for this complex equity transaction.

Asset Purchase

Structured and negotiated employee purchase of the assets of a printing facility from its publicly traded owner.

Financing

Negotiation and closing of a $900,000 loan from the Director of Development of the State of Ohio for an Eligible Innovation Project.

Financing

Assisted client in a negotiation and closing of a $10.5 million loan package which included senior and subordinated debt.

Financing

Assisted client in a negotiation and closing of a $3 million junior loan facility.

Loan for expansion of tool manufacturing company’s capabilities

When West Troy Tool sought more effective ways to meet their customer production demands, they turned to Dinsmore. The client, which supplies product-based manufacturers with tooling and component parts, had been in their current location in Troy since the 1990s. We worked with the client to secure an approximately $2.3 million loan from the Director of Development Services Agency of the State of Ohio as part of the Ohio Enterprise Bond Program, also known as JobsOhio, a program that serves as the state’s public-private development arm. The loan enabled the client to purchase three molding machines, as well as provided funds for additional equipment and tooling as West Troy continues to grow. The new equipment and machinery will increase production and improve the client’s product offerings, as well as offer more jobs in the Miami Valley area. The deal also ensures that the company will remain in the state, and serves as a successful example of the use of the JobsOhio program.

Stock Purchase

Assisted client with obtaining financing for, negotiating and finalizing acquisition of a family owned manufacturing business.

Syndicated Revolving Credit Facility

We assisted a long-time privately held client in negotiating, and on January 31, 2011, closing, a syndicated revolving credit facility of up to $125,000,000. In connection with obtaining the financing, we also assisted our client in a major and complex restructuring of its ownership and subordinated debt structure that had significant tax implications.