Experience
Counseled Client in its Acquisition of a $1.9 Billion Publicly Traded Financial Holding Company.
Peoples Bancorp Inc. has engaged us for a variety of significant projects involving M&A and regulatory matters over the last 12 months. We partnered with Peoples on its most significant acquisition to date with our team, the purchase of Premier Financial, a $1.9 billion dollar public company with financial operations in seven states. This was a complex deal requiring a deep and broad team to handle a three-step merger, shareholder approvals, various regulatory approvals, and multi-state filings. The team was heavily involved in negotiating proper allocations of risk, transaction documents, and leading diligence, working hard in a compressed timeframe to get to signing. Other projects completed with Peoples included advising on a variety of corporate governance matters and regulatory matters.
Bankruptcy Emergence, Corporate Restructuring and Financing
Represented Chapter 11 debtor in submission of reorganization plan and receipt of $75,000,000 emergence financing.
Commercial Loan Refinancing
Represented the borrower in a $15,000,000 commercial loan refinancing transaction.
Internal Reorganization
Represented a U.S. company with complex U.S., Canadian and Swiss corporate structure in reorganizing as necessary to preserve U.S. tax benefits from pre-Chapter 11 losses.
Represented a Bank Holding Company in an Acquisition
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 Our Client During the Acquisition of a Manufacturer
We represented our client, an industrial product and infrastructure services company, during its acquisition of Freeman Enclosure Systems, LLC, a manufacturer of custom generator enclosures used by data centers and large commercial and industrial facilities. Under the deal, Freeman kept its name but began operating as a subsidiary of IES Infrastructure Solutions. The acquisition also included Freeman’s 143,000-square foot manufacturing facility.
Acquisition of Acute Care Hospital
Dinsmore represented a non-profit health care enterprise in the multi-million dollar acquisition of a closely-held acute care hospital and related multi-million dollar financing transaction.
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.
Defense of company in partnership dispute
Our client had performed fabrication work for a former affiliate and, four years later, a dispute arose between the parties as to whether they entered into a partnership and the scope of the obligations owed between the parties contracted with a former affiliate (plaintiff) of CMC then contracted with another company while continuing to do business with both contractors. The former affiliate company brought a suit against our client in the Supreme Court of the State of New York. The plaintiff alleged, among other things, breach of contract, an action in accounting, conversion, breach of fiduciary duty, breach of the covenant of good faith and fair dealing, tortious interference with prospective business relations, fraud, unjust enrichment, promissory estoppel, misappropriation, negligent misrepresentation, and economic duress.
This matter was removed from the Supreme Court of the State of New York to the U.S. District Court for the Southern District of New York. Our client then brought counterclaims for breach of contract and breach of fiduciary duty. In addition, our client added a Third Party compliant against the plaintiff’s parent company in Denmark.
After substantial litigation, the case was ultimately settled on a favorable basis to our client, CMC.
Purchase of two bank branches to allow for market expansion
Acquisition
Acquisition by LCNB Corp. of Eaton National Bank and Trust
Allegations of Tortious Interference Against a Software Company
Commercial Lending
Commercial Lending
Corporate Formation; Merger; Issuance and Sale of Preferred Stock in Venture Capital Transaction
Financing the Future
The Business of the Business
Castellini turns to Dinsmore to navigate many of its financing transactions
Every business needs access to proper financing channels to grow and prosper. Understanding available financing options that make new investments, improvements and expansions possible is vitally important, as is the ability to anticipate potential problems and formulate strategies that minimize risk.
Dinsmore attorneys are proud to have played an integral role in the growth of Castellini through helping to structure, monitor and negotiate many of their financing transactions. We work as a trusted partner of not only Castellini, but also with many of their related companies, including Interstate Truckway, Merchants Cold Storage and CCW Realty, enabling our team to provide a holistic approach to financing matters. We counsel in many of the financial transactions for Castellini’s operations and our team has a thorough understanding of each facet of Castellini, providing us with valuable knowledge about the short and long-term implications of every financing transaction.
Product safety and quality are two Castellini hallmarks. The financing transactions our team helps to negotiate and execute, from commercial real estate loans and lines of credit to capital equipment loans, aid in Castellini’s acquisition of new capabilities, facilities, upgraded equipment and most importantly, the flexibility to respond to unforeseen opportunities.
Our understanding of the Castellini culture has also enabled us to bring a higher level of consistency to the financing process. On behalf of Castellini, we work with a number of regional and national banks on transactions. We endeavor to standardize the document language and process as much as possible, resulting in efficiencies and greater predictability for Castellini.
As Castellini has grown, so too has the relationship with Dinsmore. By bringing consistency and efficiency to their financing processes and procedures, we’re able to be a stronger advocate for their success.