Erin C. Herbst, Director

Kegler Brown has served as counsel to Jeni’s Splendid Ice Creams, which is consistently recognized as one of the country’s best dessert boutiques, for many years. Early in 2016, as part of our firm’s continuing role as a strategic business partner to the company, our lawyers advised the company’s owners throughout a series of capital infusion transactions, including multiple sales of convertible notes and equity warrants to national private equity investors. These transactions ultimately resulted in the sale of a controlling stake in the company, though financial terms were not disclosed.

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.

Kegler Brown represented PIADA Italian Street Food, an authentic fast-casual Italian eatery based in Columbus, Ohio, with restaurants in Ohio and Indiana, in connection with a significant growth equity investment made by Catterton Partners, the leading consumer-focused private equity firm. Terms of the September 2013 transaction were not disclosed. At the time of the investment, PIADA had 14 locations across the Midwest, with 6 planned to open by the end of 2013. In 2013, PIADA was named one of Nation’s Restaurant News’ five “Hot Concepts” as well as one of Nation’s Restaurant news’ top 50 breakout trends.

PowerSecure International, Inc. (NYSE:POWR), a leading provider of energy technologies and services to electric utilities and their customers, acquired Solais Lighting, Inc., an innovative Massachusetts-based LED lighting business. Our attorneys represented PowerSecure and completed the merger in April 2013. Financial terms of the transaction were not disclosed.

In August 2012, Kegler Brown’s transactional attorneys represented Kettle Creations Inc. and its principal stockholders in connection with the sale of its business and the majority of its assets to Bob Evans Farms Inc. (NASDAQ: BOBE). Terms of the August 2012 transaction were not disclosed. Kettle Creations produces and sells refrigerated mashed potatoes, rice and pasta side dishes. Bob Evans Farms Inc. (NASDAQ: BOBE) owns and operates full-service restaurants under the “Bob Evans” brand name.

Kegler Brown represented a strategic operating company in connection with its acquisition of a B2C e-commerce platform acquisition from a private equity firm. The acquisition was completed in July 2012.

In December 2011, the attorneys at Kegler Brown represented a leading alternative energy provider based in the United States in its cross-border, stock swap merger with a complementary alternative energy provider based in Europe.

Our firm represented Marcum Midstream 1995-2 Business Trust, the largest oil and gas water disposal company in Colorado and an affiliate of PowerSecure International Inc. (NYSE:POWR), in the sale of substantially all of its assets to High Sierra Energy, a Colorado-based diversified energy company. Our attorneys also assisted in clearing the Hart-Scott-Rodino filing process. PowerSecure International is a leading provider of services and technologies to energy utilities and their customers. The transaction was completed in June 2011.

Kegler Brown provided corporate divestiture counsel to a Dayton, Ohio, manufacturing company in the of its sale of steel fabrication assets and operations to the U.S. subsidiary of a steel fabricator based in India. The transaction was completed in February 2011.

Kegler Brown represented a publicly traded, global health care company in connection with its acquisition of a shipping and freight management services business that services the health care industry. Financial terms of the 2010 transaction were not disclosed.

Kegler Brown attorneys recently represented a Dayton, Ohio, tool company (“ToolCo”) in the sale of its subsidiary assembly plant in Mexico City to an international supplier of parts for light-duty trucks. The subsidiary was organized under the laws of Mexico and was subject to Mexican labor law and Mexican contract law. Extensive negotiations were required with Mexican labor organization and Mexican tax authorities.

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.