Mergers & Acquisitions

Experience

Guided Long-time Client Through Life Cycle of Company Sale

Client: TC Manufacturing Co., Inc. d/b/a Pak-Sher

We guided our long-time client Pak-Sher, a U.S. manufacturer of innovative carryout and kitchen prep plastic packaging, in its sale to Revolution, a leading plastics provider for closed loop plastic solutions. Our attorneys represented our client through all aspects of the sale process, which included counseling the company’s leadership on transitional elements, from personnel changes to shareholder matters. Shareholder matters included drafting a proxy statement in soliciting shareholder approval of the transaction and the ultimate liquidation and dissolution of the company. Post-close, we continued to provide assistance to our client on transaction-related items and the winding-up process, which included drafting a long term plan of complete liquidation and dissolution.

Counseled Client Through Principal Exit Plan and Sale of Company

Client: Construction 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.

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.

Divesture of Business Units By Chapter 11 Debtor

Represented Chapter 11 debtor in the $25,000,000 sale of numerous non-core businesses in court-approved transaction.

Complex ESOP Transaction

Client: Battery additives manufacturer

We counseled a global manufacturer of additives for lead acid batteries through a complex ESOP transaction intended to provide liquidity to the company’s shareholders. This transaction involved a collaborative team of Dinsmore attorneys across practice groups who worked closely with ESOP trustee counsel, the lender’s counsel, and other environmental and financial advisors. The team oversaw the company’s due diligence, in particular its specialized environmental due diligence, conducted a tender offer due to the relatively sizeable number of shareholders involved, and constructed the ESOP plan and other ancillary plan documents. We ultimately finalized a plan and consummated the transaction enabling our client to achieve its goal of a sustainable balance between what is best for its business, employees, shareholders, and community.

Negotiated Member Interest Purchase Agreement and Metal Supply Agreement Involving Multiple Clients

Client: Tri-Arrows Aluminum; Tri-Arrows Aluminum Holding; UACJ Corporation

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.

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.

Represented a Nonprofit in its Acquisition of Multiple Properties

Client: American Eagle LifeCare Corporation

We represented American Eagle LifeCare Corporation, a nonprofit corporation that previously owned and operated several senior living facilities, in connection with the acquisition of 17 facilities in eight states. The acquisition was financed from the proceeds of several series of tax-exempt and taxable bonds issued by the Capital Trust Agency, a Florida issuer with the authority to issue bonds to finance projects in multiple jurisdictions. The acquisition presented numerous complicated issues that needed to be addressed, including regulatory, real estate, and business negotiation matters, along with the complexity of completing the acquisition across eight jurisdictions. The financing itself was highly-structured and sophisticated, comprising of 18 borrowing entities organized as an obligated group under a master trust indenture. The acquisition was the largest transaction completed by this client and positions American Eagle LifeCare Corporation to be a significant provider of senior living services in the future.

Represented Parking Reservation Company Through Asset Sale

Client: SpotHero

SpotHero, a parking reservation company, hired Dinsmore to support its new partnership with ParkHub, a leading B2B parking technology provider. Partnering with ParkHub enabled SpotHero to grow its current network of premium parking facilities by adding hundreds of new venues, growing our client’s stature as one of the largest parking mobility platforms in North America. The primary deal structure of the partnership was an asset sale from SpotHero to ParkHub, but there were other unique aspects of the transaction, including the creation of an alliance between the parties involving concerted efforts on booking and parking site prospecting and shared revenues. Our role included shepherding our client through the rigorous negotiations process and working diligently to close the transaction, while also protecting our client’s best interests and business vision moving forward.

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.

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.

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.

Counseled a Bank Holding Company through a $33 Million Merger

We represented a client during their purchase of a single location bank located in Charleston, West Virginia. The purchase enabled our client to establish a foothold in the Charleston market. Our services included preparation of the merger agreement; structuring transaction and proxy statements to comply with applicable Nasdaq rules governing transactions in which issuer affiliates have material interest in target; preparation and filing of bank regulatory applications (or obtaining exemptions therefrom); preparation and processing of SEC registration statement for securities offered in transaction and 1934 Act filings of issuer and affiliates.

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.”

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.

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.

Represented Health Care Consulting Firm & Data Analytics Company through Merger

Client: HealthScape Advisors, LLC

Our clients HealthScape Advisors, LLC, a health care consulting firm, and Pareto Intelligence LLC, a data analytics company, agreed to a merger with Convey Health Solutions, a health care technology company. Combining their resources enabled the three companies to create a single go-to entity that optimized outcomes and served more than 200 customers, including the nation’s leading commercial and government-sponsored health plans. Dinsmore was lead transaction counsel to HealthScape and Pareto.

Performed Due Diligence on a Potential Acquisition Target

We performed key diligence on a U.S. target for acquisition by European companies ultimately owned by a Chinese conglomerate. We assisted the client to understand the target in detail, and then ultimately did not pursue the transaction, which was a win for the client.

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 an International Corporation during an Acquisition

Our client, an international electrical infrastructure corporation, needed to create manufacturing capabilities in the U.S. The client had a working relationship with a Cleveland-based company which it wanted to acquire in order to have a manufacturing base in the U.S. We counseled the corporation on the acquisition structure, tax consequences and strategic business issues.

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.