Mergers & Acquisitions

Experience

Sale of Majority Equity Position

When Hometown Urgent Care had an opportunity to sell a majority equity position to Ridgemont Capital, a top private equity firm, it turned to Dinsmore to advise on the transaction. We worked with the Ridgemont’s counsel to structure the transaction and negotiate the terms. Hometown and Ridgemont completed the sale in late May 2012. Hometown is one of the Midwest’s largest walk-in urgent care groups, with 25 locations spread across Ohio, Michigan and Kentucky at the time of the sale.

Acquisition of a Physician Practice by a Regional Health Care System

Dinsmore represented a specialty physician practice throughout their acquisition by a large regional healthcare system. We advised the client through all aspects of the transaction, including negotiating the asset purchase agreement, various management agreements, clinical services agreements and physician employment agreements. The firm also advised the client on the wind-down of their former practice entity.

Obtained a Favorable Jury Verdict Following a Commercial Lease Dispute

We represented our client, a sub-lessor, against another business in a commercial lease dispute where each party claimed the other was in violation of a lease agreement for real and personal property. The matter went to trial and we received a favorable verdict in excess of the defendant’s original settlement offers.

Represented a Privately-Held Parent Corporation in Forward Triangular Merger

Client: SeeScan, Inc.

We assisted our client, a pipe diagnostic and utility locating equipment manufacturer, with their strategic plans to form a wholly-owned subsidiary for the purpose of acquiring its sister company, DeepSea Power & Light, Inc. By way of the transaction, DeepSea Power & Light, Inc. merged with and into the newly formed subsidiary and thereafter became DeepSea Power & Light LLC. We worked closely with our client through each and every necessary and advisable step of the closing and post-closing, including structuring the transaction, entity formation, drafting documents, and preparing notices, empowering the companies to achieve shared success.

Corporate Reorganization and Asset Purchase

This transaction involved a corporate reorganization of Seed Restaurant Group, Inc. and its subsidiaries followed by the sale of substantially all of the assets of the company and its subsidiaries to an affiliate of Sun Capital Partners, Inc.  Our firm's experience negotiating business acquisition transactions in the context of multiple bidding parties enabled the client to maximize shareholder value and consummate the transaction within the desired time-frame.

Joint Venture

This transaction involved an investment in preferred stock, a joint venture formed for the purpose of expanding the Fazoli's brand into new U.S. markets, and an option to purchase the assets of the company.  Our experience negotiating joint ventures and other business acquisitions enabled our client to secure the capital necessary to further develop and expand the Fazoli's restaurant brand while maintaining effective managerial and operational control over the strategic direction and vision of the company's business concept.

Financial Institutions M&A: Tax Free, Stock for Stock "Merger Conversion"

Client: Large Publicly-Held Bank Holding Company

Represented numerous thrifts, community banks and large financial institutions in numerous mergers and acquisitions, including a complex transaction involving representing a large publicly-held bank holding company in its acquisition of a mutual savings bank in a simultaneous mutual-to-stock conversion and stock-for-stock merger.

Sale of Start-Up Tech Company

Among numerous sales of small to large start ups, we handled the sale to a French Public Company of a private company involved in software consulting and integration for B-2-B applications and interfaces with SAP and Oracle ERP systems: e-Purchasing, e-Sourcing, e-Procurement and e-Invoicing.  Closed this transaction in record time: one and a half weeks. This favorable result was made possible by Dinsmore’s deep bench of Mergers and Acquisitions, Intellectual Property, Tax, International and Employee Benefits lawyers.

Counseled Nonprofit in Sale of Two Nursing Homes

Client: nursing home owner

We represented an owner in the $14 million sale of two nonprofit nursing homes in Ohio. Our role included negotiating terms of the sale, negotiating a purchase agreement, coordinating due diligence, filing appropriate documentation with state regulators, handling special considerations for the sale of a nonprofit property, and closing the transaction.

Counseled Nursing Home Owner in Sale of Two Nursing Homes

Client: A large nursing home owner

We represented an owner of nursing homes in the sale of two Ohio facilities. Our role included negotiating terms of the $16.7 million sale, negotiating a purchase agreement, coordinating due diligence, filing appropriate documentation with state regulators, resolving real property issues at the sites, and closing the transaction.

Represented a Bank Holding Company in an Acquisition

Client: United Bancshares, Inc. (Buyer)

We counseled our client (United Bancshares, Inc.) through its merger with another bank (Benchmark Bancorp Inc.). The merger allowed our client to expand their presence in the Columbus, Ohio market. Our role included negotiating terms, drafting documents, preparing regulatory applications, preparing securities disclosures and closing the transaction.

Represented the Owner of a Chemical Manufacturer During the Company’s Sale

We assisted the sole owner of a company that manufactured specialty chemical dyes in selling most of the assets of the company to a large conglomerate that had been a former customer. Our team handled negotiations with the buyer from the beginning to the end, and both sides closed the transition content they had received adequate value in the transaction.

Assisted Clients with a $20 Million Asset Sale

We represented the sellers in an asset sale for two Ohio-based beer, wine and spirit distributors for a combined purchase price of more than $20 million. Our role included drafting and negotiating the asset purchase agreements and negotiating and facilitating various distribution right spin-off purchases to non-primary purchasers.

Represented Client Purchasing a West Coast Beer, Wine and Spirits Distributor

We represented the purchaser during its formation of an investment vehicle and subsequent $38 million acquisition of an West Coast-based beer, wine and spirits distributor. We aided our client by negotiating and drafting the asset purchase agreement and ancillary transaction documents, negotiating consents and releases with multiple suppliers, and drafting and negotiating purchaser entity formational documents. We also coordinated due diligence efforts on behalf of our client.

Asset Purchase and Stock Purchase

This transaction involved the sale, by Hunter Manufacturing Group, Inc., of substantially all of its assets, including all of its stock in its Canadian subsidiary, Hunter Licensed Sports Distributing Ltd.  Our firm's experience in the sports marketing industry and field of mergers and acquisitions enabled the client to complete this transaction in an efficient and timely manner.

Sale of Closely-held Pet Food and Supplies Company

Client: Pet Food and Supply Company

Dinsmore served as lead counsel representing the sellers of a closely-held pet food and supplies business headquartered in Louisville, Kentucky with an enterprise value in excess of $70 million, in an extensive corporate reorganization, including the conversion of an S Corporation to a limited liability company, and a subsequent sale of a majority equity stake in the newly-formed limited liability company to an international private equity firm.

Acquisition of Interest in Laser Technology Company

Dinsmore was lead counsel representing a private equity firm in its acquisition of an ownership interest in a laser technology company.

Merger of Multi-state Non-profit Electrical Cooperatives

Dinsmore served as counsel with respect to the merger of two non-profit electrical cooperatives providing electrical services to more than 40,000 members in Kentucky and Tennessee and provided assistance with obtaining associated regulatory approvals.

Acquisition of Community Bank

Dinsmore represented a publicly-traded community bank in its multi-million dollar merger with Ohio-based bank holding company and community bank in exchange for cash and stock of the publicly-traded community bank.

Acquisition of Payroll Services Company

Dinsmore represented a private buyer in the acquisition of a controlling interest in a payroll and related services company and corresponding private securities offering under Regulation D.

Sale of Closely-Held Health Care Enterprise

Dinsmore served as lead counsel representing the sellers of a closely-held health care enterprise in the multi-million dollar asset sale of multiple nursing homes.

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 Client in Sale of Family Business

Client: Distributor of rotating electric units and parts

We supported our client, a closely-held business, during its sale to a private equity buyer. We helped the business navigate the deal with a sophisticated buyer and buyer counsel and struck a necessary balance by following our client’s lead on deal terms, strategy and work flow while identifying pitfalls and bringing market knowledge to bear. Our client was concerned about their employees, customers and suppliers, and with obtaining proper value for their life’s work. Ultimately, we helped our client achieve a successful exit and remain true to their values and principles.

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.”

Dinsmore counsels Lexmark International to acquire Kofax Limited for $1 billion

In a major technology deal, Dinsmore counseled Lexmark International, Inc., a Lexington, KY manufacturer of laser printers and provider of enterprise software services, in the acquisition of Kofax Limited, a software provider incorporated in Bermuda and headquartered in Irvine, CA. Pursuant to the Merger Agreement, Lexmark paid $11.00 per share in cash to acquire all issued and outstanding common shares of Kofax for a total enterprise value of approximately $1 billion.

“This was a very competitive public bid process,” said Susan Zaunbrecher, Chair of the Corporate Department. “The relationship we’ve built with Lexmark was crucial to how smoothly this acquisition transpired.”

Dinsmore has served as deal counsel to Lexmark in more than 10 transactions, including the acquisition of Perceptive Software, Inc., Lexmark’s first acquisition in the enterprise software industry, and the divestiture of Lexmark’s inkjet 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.

General Representation

I have been involved in the formation and growth by syndication, bank financing, zoning and other legal relationships with Towne Properties since its inception in 1961.

Merger

This transaction involved the merger of Mason & Hanger Corporation's parent company with a subsidiary of Day & Zimmerman, Inc.  Consideration for the merger included an undisclosed amount of cash plus a series of subsequent payments based on the post-closing performance of the business.  Our firm's experience negotiating mergers and acquisitions in the context of multiple bidding parties enabled the corporation to maximize shareholder value while completing the transaction in an efficient and timely manner.