Business Growth through Acquisitions and Registrations
In 2013, Kegler Brown acted as securities and corporate counsel to PowerSecure International, Inc. a nationally renowned energy services public company, in engaging in a series of business acquisitions and $100 million in securities registrations, that involved a complex series of issues relating to securities regulation compliance, taxation, corporate entity formation and merger, and complex transaction negotiations with opposing counsel in a short period of time. With our extensive team knowledge of public companies, securities requirements, tax matters, entity structure and our acclaimed merger and acquisition practice, we were able to help our client meet and exceed its expectations while simultaneously advising its board of directors and relevant committees in successfully resolving all issues, in order for PowerSecure to achieve its high standards of excellence and business and finance requirements.
Counseling a New Public Company in the Software Industry
The attorneys at Kegler Brown took over representation of a newly public company in the software industry. Our attorneys counseled the management team in complying with federal and state securities laws in connection with the new public company status, undertaking fund raising efforts, managing corporate finance issues, and meeting mandated reporting requirements. Our team also helped them make decisions regarding the registration of selling stockholder shares, which involved extensive counseling and intense education of the officers, board of directors and committees regarding the company's securities and other public company requirements and obligations. Kegler Brown has become the growing company's trusted advisor and works closely with the executive team in managing all aspects life as a public company.
$40 Million Public Offering for North Carolina Energy Company
Kegler Brown represented PowerSecure International, Inc. in the closing of its $40 million public offering, underwritten by investment banking firm Robert W. Baird & Co., which was represented by Morrison & Foerster. The public offering raised money for PowerSecure’s important business needs, including working capital, acquisition and equipment to grow and expand its business which has reported record revenues in its most recent financial results. In order to complete the financing, our firm counseled and assisted them on every step of the process, from the preparation and filing of the shelf registration statement, through due diligence, negotiations with the underwriters on the underwriting documentation and preparation and filing of the prospectus supplement and related offering documents. This counsel helped PowerSecure finance its rapid growth trajectory, which subsequently included listing its shares on the New York Stock Exchange and ringing the opening bell that day, while our attorneys stood proudly next to the company's executive team.
Providing Strategic Counsel for a Global Online Payment Company
Led by Vinita Mehra, Kegler Brown has become outside general counsel to a large, international online payment processing company that operates in more than 196 countries. Our role involves a close partnership with the leadership team and advising on a comprehensive range of corporate and company governance issues. Projects for this client include assisting on key tax and regulatory issues in setting up operations in India for an online payment service, as well as managing the company’s comprehensive global IP portfolio.
Recapitalization and Related Negotiations for a UK Tech Company
We advised a UK-based technology company in the renewables space with significant U.S. operations in a series of transactions to recapitalize its debt and equity structure in the second quarter of 2017 and the first quarter of 2018, helping them manage through a cash shortage until their promising technology could start to produce a profit.
This was accomplished through re-negotiating several million dollars in secured venture debt to extend payment terms and to provide that one-half of the debt will automatically convert to equity upon certain conditions. Another important aspect was re-negotiating several million dollars in additional secured debt owed to building contractors to provide for extended repayment and to exchange the majority of the outstanding debt for warrants to acquire equity in the company. We also assisted in negotiating a new multi-million dollar senior secured credit facility with venture lenders.
Tax-Free Merger of Wearable Technology Company
Our client, an Ohio-based fitness
technology company that creates fitness challenges for businesses and schools
utilizing wearable devices, sought our advice throughout 2015 in a tax-free
merger with an out-of-state provider of healthcare solutions and data analytics
for employee populations.
We
assisted our client with the formation of a strategy regarding transaction
structuring and related tax matters; intellectual property issues, governance,
capitalization, and the go-forward economic rights of prior owners in the
combined company. We also provided assistance in negotiations with third
parties, which included their large investor base, as well as risk mitigation
and post-closing finance.
Acquisition of Polyolefin Films Plant and Related Business Assets from Public Company
Through the end of 2014 into early
2015, we advised Brazil-based packaging manufacturer Valfilm on all aspects of a
multi-million dollar acquisition of a polyolefin films plant in Findlay, Ohio, as
well as related business assets, from The Dow Chemical Company. This included
providing guidance on transaction and organizational structures, tax credits, intellectual
property matters, real estate issues and environmental compliance. We also
assisted with risk management and transition and post-closing operations.
Valfilm
took ownership of the plant in early 2015 with plans to double its employment.
