Guided Long-time Client Through Life Cycle of Company Sale
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.
Represented a Telecommunication Construction Company with Strategic Asset Purchase of Company Operating Broadband Cable Networks in Kentucky
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.
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.”