Cash merger acquisition of data management software company.

Represented a publicly-held company in the sale of portfolio business to a private equity fund, structured as a cash merger.

Represented a subsidiary of a publically traded British investment company in the $60,000,000 asset acquisition of a coal producing company with U.S. mining operations on coal reserves located in several states. The transaction involved complex financial structuring and the structuring of the British company’s U.S. business operations. Our firm’s experience in mergers and acquisitions and natural resources brought intrinsic knowledge and significant value to both the transaction and the business structure.

Laying the Foundation

Every business needs certain tools to compete, from a strong product or service to the ability to effectively market and distribute it to a clear plan for the company’s future. But the basis for each of those steps begins with a solid foundation that establishes the company in the marketplace. Building a corporate structure that is sustainable is imperative for long-term success, and enables a business to evolve in a changing market.

For Tri-Arrows, that blueprint was born out of a complex divestiture and accompanying purchase that ultimately led to their formation. Formerly a subsidiary of BP Company North America, where they were known as ARCO Aluminum, they were purchased by a consortium of five Japanese companies, who had formed a holding company and a subsidiary for purposes of the purchase. The subsidiary then purchased the ARCO stock, and enlisted Dinsmore to guide a merger into the subsidiary company, which was then renamed Tri-Arrows Aluminum. Efficiently managing the multi-layer transaction, our team worked to expedite the process, structuring the merger and managing the flow of documents to complete the transaction.

We also have handled a number of administrative projects for Tri-Arrows since their formation, ensuring that they remain on a sustainable path to long-term success. We assisted the company with changing its fiscal year to better suit their operations and financing schedules. We worked closely with Tri-Arrows to draft new bylaws that allowed for the formation of a steering committee tasked with providing strategic planning and guidance. Comprised of members of the board and management, the committee should enable key management personnel within Tri-Arrows to become more deeply involved in large-scale planning actions of the company.

In furtherance of the merger and the change in fiscal years, we amended the credit agreement of Tri-Arrows and its parent company, including matters related to name changes of Tri-Arrows and its parent company, the issuance of new stock certificates and delivery of new stock powers.

The collaboration between Dinsmore and Tri-Arrows has paved the way for a successful future.

We developed a structure which allowed the economic benefit of certain non-assignable coal supply agreements to be realized by the new entity without breaching the anti-assignment provisions.

Guided Fortune 100 client through a multi-year financing plan to facilitate acquisitions, dispositions, joint ventures, the offer and sale of debt and equity securities and the restructuring of its balance sheet resulting in transforming the client from a $2 billion local gas distribution company to $7 billion interstate pipeline company over a period of seven years.

We represented a national equipment distributor in a Department of Justice investigation into a merger between our client’s competitor and a shared supplier. We counseled our client as a witness who offered relevant information to expedite the investigation.

Served as U.S. counsel to a German company in the establishment of a U.S. joint venture with a U.S. provider of audio-visual systems for cruise ships.

Thomas J. Murray and Daniel J. Konrad served as lead counsel to target in its acquisition by national food company in a merger involving significant federal securities law and anti-trust aspects.

Thomas J. Murray served as Issuer/Acquirer lead counsel in Premier Financial Bancorp, Inc.’s SEC registration and issuance of common stock and connected private placement of TARP preferred stock to assist in capitalizing the interstate acquisition of a troubled bank holding company.

Thomas J. Murray served as lead counsel in Premier Financial Bancorp, Inc.’s affiliate mergers of bank subsidiaries in West Virginia, District of Columbia, Virginia, Kentucky and Ohio with overall legal and compliance responsibility for effecting subsidiary mergers and qualifications in all jurisdictions.

We represented IMG Worldwide, Inc. (“IMG”), an Ohio corporation, in the purchase of all of the membership units of ISP Sports, LLC, a North Carolina limited liability company, which is a collegiate sports marketing company, for consideration of cash and preferred stock. The firm's in-depth experience as sports marketing counsel for IMG and other clients led by Joseph Terry and a team of Lexington attorneys brought inherent knowledge of the niche industry to the transaction.

The Firm provided advice with respect to the Ohio insurance, security, and corporate law requirements applicable to a $2.7 billion merger of insurance companies.

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.