Attorneys at Kegler Brown served as counsel in a complex two-stage transaction involving all of the outstanding stock of a Dayton, Ohio, manufacturing company (“DayCo”). The transactions also involved a $15 million three facility bank loan. The first stage transaction involved a leveraged redemption and recapitalization of DayCo and the second stage involved the leveraged purchase of all the remaining outstanding stock of DayCo by its ESOP.
Kegler Brown acted as counsel in the sale by an international oil field service company (“OilCo”) of substantially all of its assets to a Boston private equity firm. In cooperation with the investment banking firm retained by OilCo, we negotiated a $25 million sale price plus a favorable retention agreement for the employees of OilCo. The transaction included the termination of the ESOP sponsored by OilCo.
Kegler Brown represented the controlling shareholder of TDCI, Inc. in its sale of TDCI to Infor (US), Inc. TDCI, headquartered in Columbus, Ohio, provides leading software product configuration management solutions to manufacturers and distributors of customizable products and services. Infor is a leading provider of business application software that serves more than 70,000 customers in 194 countries. Financial terms of the May 2013 transaction were not disclosed.
In May 2014, the lawyers at Kegler Brown represented RobotWorx in the sale of substantially all of its assets to Scott Technology Limited. RobotWorx is a leading integrator of new and used robotic systems and an authorized integrator of FANUC, Motoman, Kuka and ABB robotic systems. Scott Technology Limited, a publicly traded company in New Zealand, is an automated production systems maker that specializes in the design and manufacture of automated production systems for mining, meat and superconductor industries.
In October 2014, the lawyers at Kegler Brown represented Palmer-Donavin in the purchase of substantially all of the assets of J.B. O’Meara Co. Palmer-Donavin and its Seal Rite business line are among the nation’s leaders in the sale and distribution of residential building supplies and authorized distributors of Therma-Tru Doors. J.B. O’Meara Co. supplies building materials and is an authorized Therma-Tru distributor in the states of Minnesota, North Dakota, South Dakota, Iowa, Wisconsin and Illinois. Financial terms were not disclosed.
Kegler Brown’s Mergers + Acquisitions team advised The Laserflex Corporation and its shareholders on all aspects of the sale of the company to Joseph T. Ryerson & Son, Inc., which closed in early 2017. Laserflex, a privately owned, full-service precision metal fabricator specializing in laser material processing technology, relied on Kegler Brown to negotiate the definitive share purchase agreement, as well as all ancillary agreements, including employment agreements and agreements among the selling shareholders. Kegler Brown’s lawyers advised on all additional aspects of the transaction, including tax matters, ERISA matters, labor and employment matters and environmental matters.
Kegler Brown served as counsel to The Peerless Saw Company in connection with its founders’ 2016 sale of 100% of the stock of the company to a newly created Employee Stock Ownership Plan sponsored by the company. Kegler Brown advised the manufacturer and its founders on all aspects of the transaction, including negotiating the stock purchase agreement, hiring an independent ESOP trustee, forming the ESOP, and structuring the terms of the sale and related ESOP terms.