Assisted our client, Gradison & Company Incorporated, in their merger with McDonald Securities.  In connection with the merger, stockholders of Gradison received a combination of shares of common stock and cash totaling approximately $25MM.  Prior to the merger, Gradison operated as a full-service regional brokerage and investment advisory firm headquartered in Cincinnati, Ohio with a primary market of southwestern Ohio and Northern Kentucky.

Sale of substantially all the assets of Bluefield Regional Medical Center related to an acute care hospital located in Bluefield, WV, together with certain related health care related facilities and services. The transaction was valued at approximately $100,000,000 and closed in October, 2010.

Represented Standard Register in mergers and acquisitions transactions, including Standard Register's acquisition of Uarco Incorporated in the sum of $250,000,000.

Represented clients in the chemical products industry with respect to mergers and acquisitions, including: 

$65 million divestiture of chemical product line for Fortune 50 multinational conglomerate.

$3.5 million acquisition of water sensor R&D business for Fortune 50 multinational conglomerate.

$14.7 million divestiture of chemical additives business for Fortune 50 multinational conglomerate.

Represented clients in a variety of industries with respect to mergers and acquisitions, including:

$8 million acquisition of specialty printing business.

$5.8 million acquisition of 15 retail stores by franchisor from franchisee.

$1.8 million acquisition of digital printing business.

$20 million acquisition of closed transit transportation business.

$2 million acquisition of laundromat business.

$2.5 million acquisition of after-market computer parts business.

As questions swirled around the economic future of the Columbus Blue Jackets, representatives of Franklin County, the City of Columbus, The Ohio State University (OSU), Nationwide Insurance and the Franklin County Convention Facilities Authority (CFA) formed a working committee to examine potential ways to help the Blue Jackets and keep them in Central Ohio. Along with OSU athletics, the Blue Jackets are one of the city’s biggest entertainment draws, and ensuring the viability of the team, along with Nationwide Arena, is important to not only the franchise’s future, but also the city’s economic health.

Dinsmore was the firm chosen to represent the CFA to negotiate and close this complex, multi-layered transaction. Dinsmore worked with the CFA and the other parties to develop a structure that allowed the CFA to take direct ownership of Nationwide Arena while allowing certain operating and capital expenses to be shared among the parties. To undertake this expense-sharing relationship, a non-profit entity called Columbus Arena Management (CAM) was formed as a joint undertaking by the CFA, Blue Jackets, Nationwide and OSU to operate and manage Nationwide Arena.

Dinsmore was intimately involved in all aspects of the transaction and took primary responsibility for drafting and negotiating the $42.5 million purchase agreement providing for the sale and restructuring of the existing arena ownership. Further, Dinsmore negotiated and prepared the other major agreements between the Blue Jackets, Nationwide and OSU that provided, amongst other items (i) the team’s continued use of the arena as its “home ice” through 2039, and (ii) the shared management and allocation of expenses for the arena. This transaction is projected to increase the arena’s viability as the financial stakes and responsibilities are now shared among a number of entities through CAM. Additionally, the Blue Jacket’s cost of occupancy is being reduced, which will enable them to better compete financially with other franchises.

The transaction marked one of the largest ventures between the private and public sectors in recent history in Central Ohio and made a significant statement within the Columbus community. In addition to ensuring the long-term viability of the Blue Jackets, Nationwide Arena and surrounding geographic areas, it also represents the coming together of several organizations and entities, each of which brought essential components to the transaction. In so doing, the CFA was able to build a better future for Columbus.

Dinsmore is proud and honored to have had the opportunity and responsibility to manage the process and provide counsel at each step.

We represented a physician’s practice in the sale to a local university, his employment by the purchaser and the lease of the practice’s real estate.

We represented the purchaser of substantially all of the assets of Oerlikon Optics U.S.A., the U.S. operating arm of OC Oerlikon Management AG, a Swiss corporation. The purchase price was $6,200,000, with certain adjustments. A critical component of the transaction was the negotiation of a technology license agreement with the Swiss parent. Technology issues were negotiated with the Swiss entity and added a level of heightened complexity to the transaction.

When presented with the opportunity to purchase and manage the print directories and internet-based, local search services in the State of Alaska, the State of Hawaii and the greater Cincinnati metropolitan area, Kith Media turned to Dinsmore to help turn opportunity into reality.

Following extensive due diligence, we guided Kith Media through negotiations with interested parties, multiple transactions and executed a management agreement. In 2012, Kith Media assumed ownership and manages multiple properties, including core brands ACS Yellow Pages, Hawaiian Telecom Yellow Pages and Cincinnati Bell Directory Yellow Pages.

The company is the largest publisher of print and digital advertising directories in both Alaska and Hawaii and is the dominant player in Cincinnati, OH, the 27th largest metropolitan area in the country, with combined advertising revenue of more than $150,000,000.

Kith Media supports more than 25,000 local advertisers and 1,000 national advertisers. The company publishes 40 print directories and distributes more than 5.4 million copies to businesses and residences across their combined service areas.

Representation for over twenty years of Enerfab, Inc., an Ohio based entity that supplies: power plant maintenance and construction services, (including clean air technologies); storage plants and facilities for fresh (not from concentrate) orange juice in Florida and Spain; tanks, fabricated systems and construction services in the brewing industry; manufacture and supply of tank heads throughout North America; fabrication of carbon and stainless steel tanks, piping and products for a variety of industries.

Representative mergers and acquisitions and business transactions:

A. Negotiation of agreements for the construction and maintenance of aseptic orange juice storage facilities for such customers as Tropicana, CitroSuco North America, Sunkist Growers, and Golden Gem. Multiple projects with construction values in the hundreds of millions of dollars for the construction and maintenance of storage facilities with capacities in the tens of millions of gallons.

B. Multiple acquisitions of power plant maintenance and construction companies, including Fischback Power Services, Phillips Getchow Company, Aycock, Inc and others. Businesses acquired have yielded sales to Enerfab in the tens of millions of dollars.

C. Acquisition of the heads division of Trinity Industries, consolidating Enerfab's position as a significant supplier of heads to the North American market.

D. Acquisition of the Hamilton Kettles division of Allegheny Hancock, a transaction accretive to Enerfab's position in the heads market.

E. Assorted transaction agreements with Principal U.S. brewing companies, including Anheuser Busch, Coors-Molson, and Miller brands involving sales of goods and services related to brewery operation, maintenance, and construction.

Representation of Xanodyne Pharmaceuticals, Inc., a pharmaceutical company operating in the area of women's health care products, from inception to the present.

Representative business transactions:

1. Acquisition of Amicar, Levoprome and methotrexate products from Immunex Corporation. Handled all aspects of transaction, including acquisition of intellectual property, manufacturing arrangements, and venture capital financing necessary to provide Xanodyne with funds for the acquisition.

2. Sale of methotrexate injectable product line to Wyeth Pharmaceuticals. Handled all aspects of the negotiation and documentation in the disposition transaction.

3. Acquisition by merger of Integrity Pharmaceutical Corporation of Indianapolis, Indiana. Brought to the company numerous women's health products in the urinary care line. Handled all aspects of the acquisition inclusive of merger documentation and all processes associated with legally effecting the merger transaction.

Our firm represented Exchange Bancshares, Inc., an Ohio bank and holding company, in its sale to and merger with Rurban Financial, an Ohio bank and holding company.

Assisted in the sale of our client, Kirk & Blum Manufacturing Company, to CECO Environmental Corp.  CECO, North America's largest air pollution control corporation, received six facilities located in Cincinnati, Ohio; Indianapolis, Indiana; Louisville and Lexington, Kentucky; Columbia, Tennessee; and Greensboro, North Carolina in the all-cash transaction.

We represented Johnson & Hardin in its acquisition by World Color Press, Inc.  World Color acquired Johnson & Hardin's two facilities, located in Cincinnati and Lebanon, Ohio, adding 450,000 square feet of production capacity and a workforce of 780 employees.  At the time of the transaction, Johnson & Hardin had annual revenues of approximately $80 million while World Color employed approximately 13,000 employees and operated 38 facilities nationwide.