Case Studies

Acquisition of Data Center Business Expands NC Energy Company

In late 2014, The M+A attorneys at Kegler Brown counseled PowerSecure International Inc. in its $13 million purchase of a data center and energy services business from Florida-based Power Design, Inc. (PDI). A leading provider of energy technologies and services to electric utilities and their customers, PowerSecure expanded its electrical infrastructure and data center capabilities and also its ability to accelerate communication with key data center decision makers through this acquisition. Our award-winning mergers and acquisitions team advised PowerSecure throughout each step of the purchase, which advances the company's aggressive growth strategy.

$37.6M Community Bank Cash-and-Stock Merger

Our lawyers advised Ohio Heritage Bancorp on its cash-and-stock merger with Peoples Bancorp Inc. for total consideration of approximately $37.6 million. Ohio Heritage Bank operates six full-service banking locations in Ohio. Peoples Bancorp is a NASDAQ-traded company, which operates out of 49 locations in Ohio, West Virginia and Kentucky through its Peoples Bank subsidiary. The transaction was announced on April 4, 2014, and was completed in the third quarter of 2014.

Cybersecurity Acquisition in the Utility Industry

Kegler Brown represented PowerSecure International, Inc. (NYSE:POWR), which is a leading provider of energy technologies and services to electric utilities and their customers, in its acquisition of the assets of Encari, LLC, a leading provider of cybersecurity and compliance consulting services to the utility industry. Terms of the October 2013 transaction were not disclosed.

Securities Purchase of Remaining Energy Interest Holder

Kegler Brown assisted PowerSecure International, Inc. (NYSE:POWR), which is a leading provider of energy technologies and services to electric utilities and their customers, in the acquisition of Innovative Electronic Solutions, LLC. Innovative Electronic Solutions, a North Carolina holding company, held the remaining minority interest in an LED lighting business. The purchase was completed in May 2013.

$100+ Million Shelf Registration of Securities

Kegler Brown represented PowerSecure International, Inc. (NYSE:POWR) in its SEC Shelf Registration of more than $100 million in securities in April 2013. PowerSecure is a leading provider of energy technologies and services to electric utilities and their customers.

Merger of Leading Energy Providers

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.

Asset Purchase of Energy Company

The transactional practice team at Kegler Brown represented PowerSecure International, Inc. (NYSE:POWR) in a February 2013 asset purchase of the energy services business of Lime Energy Co., a publicly traded company in the energy industry. PowerSecure is a provider of energy technologies and services to electric utilities and their customers.

Asset Sale to Colorado-Based Energy Company

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.

$25 Million Credit Facility Amendment and Restructuring

Kegler Brown represented PowerSecure International, Inc. in the amendment and restructuring of its $25 million credit facility with a bank consortium led by Citicorp in January 2011. PowerSecure International Inc. (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers.

Sale of Oil and Gas Services Company

The team at Kegler Brown assisted PowerSecure International, Inc. in its stock sale of Southern Flow Companies, Inc., an oil and gas services company, to Zedi Inc., a Canadian energy company. PowerSecure International, Inc. (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers. The transaction was completed in January 2011.

$100 Million Shelf Registration for NC-Based Public Energy Company

Kegler Brown represented PowerSecure International Inc. in a $100 million shelf registration of securities in May 2010. PowerSecure International, Inc. (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers.

Minority Interest Acquisition for International Energy Provider

In April 2010, the team at Kegler Brown advised PowerSecure International, Inc. in the business acquisition of the minority interest in EfficientLights, LLC, an LED lighting company based in South Carolina. PowerSecure International, Inc. (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers.

Purchase of Texas Energy Corporation for Public Company

Kegler Brown represented PowerSecure International, Inc. in May 2009 regarding the acquisition of the business of Design Power International, a Texas-based corporation. PowerSecure (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers.

Asset Acquisition for International Energy Provider

Kegler Brown represented PowerSecure International, Inc. in the 2010 acquisition of the assets and business of Electronic Innovative Solutions, LLC, an innovative lighting company based in North Carolina. PowerSecure International, Inc. (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers.

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.

$50 Million Credit Facility for North Carolina Energy Company

Attorneys at Kegler Brown assisted PowerSecure International, Inc. in obtaining a $50 million credit facility with Citibank. PowerSecure (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers.

$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.