Complex ESOP Transaction
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.
Counseled Client Through Company Acquisition
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 Parking Reservation Company Through Asset Sale
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.
Asset Purchase Transaction
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.
Represented a Privately-Held Parent Corporation in Forward Triangular Merger
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
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
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
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.
Counseled Our Client Through Complex Satellite Communications Transactions Involving Multiple Organizations
We represented SkyVision Global Networks Ltd., a Bermuda limited company in a series of complex, cross-border transactions concerning the sourcing and distribution of satellite communications capacity. The transactions involved upwards of a dozen different counterparties and our client played multiple roles across the interrelated contractual relationships including buyer, seller and reseller of various goods and services. In addition to sophisticated contract drafting and negotiation with respect to each agreement, our charge required a great deal of coordination, strategy and attention to detail given that the rights and obligations of our client under one agreement created implications and dependencies across other contracts and counterparties. Ultimately, we were successful in partnering with our client as it embarked on a significant step forward in the scope and scale of its operations.
Providing Dependable Support and “Real” Value
When Clinton Hallman, Jr. joined LBP Manufacturing LLC as their chief counsel in 2015, he made sure to retain his contacts with Dinsmore. Dinsmore provided outside counsel to other companies of which Clinton was a part, and he knew he could depend on our attorneys to provide similar support to LBP.
“I knew Dinsmore offered quality legal services and offered a real value,” Hallman said. “I always felt like I got exactly what I needed and never anything that I didn’t ask for.”
LBP specializes in food service packaging, creating products used at all levels of meal preparation and service. Dinsmore supports the company by partnering with Hallman during negotiations and dispute resolutions over commercial contracts, crafting patent and licensing agreements, and counseling on licensing and intellectual property.
Providing Freedom to Focus on Business
Hiring Dinsmore means the partners of HealthScape Advisors could focus on their business instead of worrying about whether the legal needs of their company were being handled properly. HealthScape is a health care consulting firm that has to stay up to speed with constant changes in health care and intellectual property laws. They’ve continued working with Dinsmore since 2014 because we understand these changes and what they mean for HealthScape’s business. We also assisted HealthScape when they decided to split part of their business off into a new company, Pareto Intelligence, which handles analytics and technology services.
“They truly understand our business and what we’re trying to accomplish,” said Managing Partner John Steele.
Represented a Private Equity Firm During Their $20-Million-Plus Acquisition
We served as lead counsel to a private equity firm in connection with a portfolio acquisition of a designer and fabricator of architectural LED lighting fixtures for a purchase price in excess of $20,000,000. The transaction financing utilized a capitalization structure that included rollover equity, co-investment and senior and subordinated debt, and also involved significant cross-border issues.
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.”
Sale of equity
The deal was structured as a stock sale. As part of the deal, our clients also received equity in the acquiring company, which was structured as a rollover allowing the use of pre-tax dollars for the equity exchanged. The result was a significant tax savings for our clients, who also maintained their management and oversight roles.
Divestiture of telecom construction and service company
Acquisitions and divestitures of operating companies
Inversion transaction and cross-border asset sale
Outside Counsel to a Health Care Consulting Firm
We serve as outside counsel to a health care consulting firm. Our role has included advising on succession planning, commercial contract matters and a variety of intellectual property issues.