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Services Available
Dinsmore & Shohl LLP’s areas of experience include: Private Placements
An entrepreneur’s introduction to the securities laws often occurs when his or her early stage business first requires outside capital, perhaps before the business is an attractive candidate for venture capital or other institutional investors. We have advised hundreds of such businesses in the intricate capital structuring decisions this entails, as well as guiding them through the complex tangle of federal and state securities laws. Whether assisting in the negotiation of an “angel” financing or preparing a formal Private Placement Memorandum for a business seeking to raise funds in a Regulation D private placement, we have years of experience to draw upon to help our clients fund their businesses. Venture Capital
A venture capital financing is a distinct variety of securities transaction that requires specialized knowledge and legal expertise. We represent both venture capital investors and issuers in convertible preferred stock and other financings of start-up and emerging-growth companies; securities offerings by technology-oriented companies; management and key employee equity arrangements; structuring registration rights, tag-along rights and other exit strategies; board voting and control issues; assisting in preparing private placement memoranda; and Regulation D and other state and federal securities law compliance. Public Offerings
For many companies, the end of the development stage is marked by the initial public offering. Getting there, however, requires years of planning and careful corporate structuring. Then, when the markets are receptive, actually accomplishing the IPO may require immediate and rapid action and the undivided attention of your professional advisors, usually led by counsel. We understand IPO’s and have helped many clients through the entire process, from early structuring, pre-IPO planning, negotiating terms with the underwriters, and the IPO itself, as well as the aftermath. Of course, we are also very experienced with all manner of follow-on and secondary equity offerings as well as warrants, straight debt, convertible debt and hybrids. EDGAR Filings
Our Securities Law group offers a full-service EDGAR filing capacity for our clients. Since the earliest pilot-project stage of the SEC’s electronic filing system in the mid-1980’s to the present time, we have invested in up-to-date software tools and staff training which enables us to manage client SEC filings from the preparation and drafting phase through the actual filing process. We can complete filings for clients ourselves, or we can assist in training our clients’ own personnel to ensure on time, glitch-free filings. When time is of the essence in a securities transaction, as it often is, our EDGAR capacity can make a real difference. Public Company Compliance
We handle annual, quarterly and other periodic reports; proxy statements; Rule 144 transactions; Section 16 counseling and filings; insider trading policies and counseling; Section 13 filings; proxy contests; takeover defense counseling; executive employment and compensation matters; stock options and other incentive compensation; director fiduciary duty issues; disclosure, projections and other antifraud issues; and general corporate and securities law counseling of publicly traded companies and their management. Broker/Dealer Compliance
A specialized area of securities law is the representation of broker/dealer firms. These firms must comply with a myriad of statutes, rules and regulations promulgated and administered by the SEC, the NASD, the NYSE, and SIPC. We have assisted in the establishment of new broker/dealer firms, and we have advised existing firms on the many legal compliance issues that arise on a daily basis. When necessary, we have assisted broker/dealer firms faced with SEC and NASD enforcement actions. We have also performed full-scale legal compliance audits to help firms prepare for anticipated audits by the regulators. Investment Advisors
We represent registered investment advisors of all sizes and in all stages of development, from inception and initial registration with either the SEC or applicable state securities law regulators, through multistate expansion and advisory product innovation. With the advent of more aggressive SEC audits and enforcement, we have assisted numerous advisors in responding to the SEC and working out acceptable solutions to audit issues raised by the SEC. We also advise clients regarding the now-mandatory IARD electronic filing system for investment advisors. Representative Experience Structural Dynamics Research Corporation
Stock-For-Stock Merger
$950,000,000 stock-for-stock merger for a publicly-held $500 million provider of engineering design software. LCA-Vision, Inc.
Stock Exchange
$20,000,000 stock exchange for operator of free-standing laser vision correction centers MedPlus, Inc.
Subordinated Debt and Equity Capital Infusion
$10,000,000 subordinated debt and equity capital infusion for publicly-held $500 million provider of hospital barcode systems and electronic patient records systems Gateway Fed Corporation
Stock-for-Stock Tax Free Merger
$100,000,000 S-4 stock-for-stock tax free merger for $2 billion publicly-held savings and loan holding company Public Bank Holding Companies
SEC Periodic Reporting and Proxy Preparation
Assistance with SEC compliance for numerous bank holding companies Capvest Venture Partners, L.P.
SBIC Venture Capital Fund Formation
Formation of an SBIC venture capital fund Bank Holding Company
Shareholder Proxy Contest
Dinsmore & Shohl represented a public bank holding company in a shareholder proxy contest. LCA-Vision Inc.
Secondary Public Stock Offering
$70,000,000 secondary public stock offering for lasik vision correction center operator Aurora Ventures II, LLC; BD Ventures LLC; University Medical Discoveries
Venture Capital Financing
$15,000,000 venture capital funds for biotech firm Future Value Ventures, LLC
Venture Capital Financing
Venture capital fund with focus on minority-owned businesses Global Lead, LLC
Venture Capital Investment
Venture capital investment for management consulting firm Cold Jet, Inc.
Venture Capital Financing
$3,000,000 venture capital financing for manufacturer of dry ice blasting industrial cleaning equipment Large Publicly-Held Bank Holding Company
Tax Free, Stock for Stock "Merger Conversion"
$50,000,000 tax free, stock for stock "merger conversion" for large publicly-held bank holding company MedPlus, Inc.
Subordinated Debt and Equity Capital Infusion
$10,000,000 subordinated debt and equity capital infusion for publicly-held $500 million provider of hospital barcode systems and electronic patient records systems UBPromo.com, Inc.
Venture Capital Financing
$2,000,000 venture capital financing for e-commerce seller of promotional goods LCA-Vision Inc.
Venture Capital Financing
$10,000,000 PIPE venture capital financing for operator of laser vision correction centers Medic One, Inc.
Roll-Up Acquisition
$20,000,000 "roll-up" acquisition for consolidated ambulance/patient transport service Bank Holding Company
Holding Company Conversion and SEC Registration to Go Public
Holding company conversion and SEC registration to go public for $500 million in assets bank holding company Anonymous Plaintiff
Anonymous Plaintiffs v. Securities Company
Claims of fraud related to investment in start-up company LCA-Vision Inc.
Initial Public Offering
$55,000,000 initial public offering for lasik vision correction center operator Building Control Software Provider
Initial Public Offering
$5,500,000 initial public offering for building control software provider Omnicare
Convertible Subordinated Debenture Offering, Bonds
We represented Omnicare, a pharmaceutical company, in a $150 million transaction involving the registration and sale of debt securities/bonds. MedPlus, Inc.
Cash Merger
Sale of publicly-traded company to another publicly-traded company in registered S-4 transaction. Barclay Partners Kiwi Fund
Hedge Fund Formation
Formation of $125,000,000 hedge fund for registered investment advisor Huffy Corporation
Cross-Border Acquisition by Merger and Stock Purchase
$150,000,000 cross-border acquisition by merger and stock purchase for $600 million publicly-held manufacturer of bicycles and sporting goods and provider of related in-store assembly services iHigh.com, Inc., a Delaware corporation (iHigh, Inc.)
Private Placement of Securities
$10,000,000 private offering of securities under Rule 506 of Regulation D for a start up high school youth marketing company located in Lexington, Kentucky, which through its affiliates operates a nationwide Internet community for teenagers Global Translation, Inc.
Private Placement
Private placement for developer of software to automatically translate and transcribe broadcast audio in real time Registered Investment Advisor
Recapitalization
Recapitalization of registered investment advisor Huffy Corporation
Public Debt Call
$75,000,000 public debt call for $600 million publicly-held manufacturer of bicycles and hardware products and related services Synergis Corporation
Merger; Stock Purchase; Initial Public Offering
$40,000,000 merger, stock purchase and initial public offering for value-added reseller of CAD/CAM software Glaser Capital Corporation
Initial Public Offering
$12,000,000 initial public offering for securities underwriter American Energy Development 2006
Private Offering of Oil and Gas Drilling Interests
Private offering of drilling interests for oil and gas production Knox/OEG Energy Development 2005
Private Offering of Oil and Gas Drilling Interests
Private offering of drilling interests for oil and gas production
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