Representative Transactions

Cross-Border Asset Sale in the Robotics Industry

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.

$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.

Strategic Acquisition of New York Advertising Agency

Kegler Brown represented Resource Ventures, Ltd. (d/b/a Resource) in the acquisition of Ammirati, a New York-based advertising agency. Resource is a digital marketing agency based in Columbus, Ohio. Ammirati, which was founded in 2002, most recently worked with Jerry Seinfeld on the web series "Comedians In Cars Getting Coffee," and launched a new ad campaign for beer client Labatt during the Super Bowl. In addition, the firm works with Coca-Cola (Fuze, Vitaminwater, Gold Peak Tea), Seagram's, Nintendo, Pirate's Booty, Remy Cointreau, Schwinn and Sweet'N Low. The details of the transaction were not disclosed.

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.

Growth Equity Investment in Fast-Casual Restaurant Business

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.

Asset Acquisition of Dry Cleaning Industry Supplier in Atlantic Northeast

Kegler Brown’s transactional practice closed a strategic growth acquisition on behalf of a leading supplier to the dry cleaning and laundry industry with headquarters in the Midwest. Kegler Brown represented Aristocraft of America LLC (dba AristoCraft) and its affiliates in connection with this strategic growth acquisition, which AristoCraft expects will help it to increase its market share in the Atlantic Northeast region. Financial terms of the May 2013 transaction were not disclosed. AristoCraft, together with the EJ Thomas Company (its sister company headquartered in Columbus, Ohio, which serves the Midwest market), is one of the leading distributors of laundry and dry cleaning supplies in the United States.

Sale of Major Business Application Software Company

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.

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.

Trailer + Trucking Industry Merger

Kegler Brown represented Ridge Corporation in connection with its strategic merger acquisition of Freight Wing, Inc. and its aerodynamic truck skirt line of business. Ridge Corporation, based in central Ohio, is an innovative company producing lining systems for the trailer and truck body industry. Financial terms of the April 2013 transaction were not disclosed.

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.

Leading Refrigeration Company Merger

Kegler Brown represented Refrigeration Systems Company and its principal shareholders in the merger of the company with Manweb Services Inc. (d.b.a., Frieje Engineered Solutions). Refrigeration Systems, founded in 1961, provides customized refrigeration engineering, preventive maintenance and repair as well as design/build services for industrial clients in the food distribution and food processing industries. Freije Engineered Solutions is a nationally recognized specialty engineering, service and installation firm providing value-added infrastructure services. Financial terms of the March 2013 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.

Majority Interest Sale Between Large Wholesale Distributors

Kegler Brown facilitated a majority interest sale between two large wholesale heating, cooling, ventilation, plumbing and water treatment distributors. In February 2013, our team represented Carr Supply, Inc. and its shareholders in connection with the sale of a majority interest of Carr Supply to WinWholesale Inc. Founded in 1917, Carr Supply is a leading wholesaler with 15 locations throughout Ohio and Michigan. WinWholesale is the majority owner of more than 450 wholesale corporations, including Noland Company. Financial terms of the transaction were not disclosed.

Asset Purchase for Global Automotive Supply Company

The M+A team at Kegler Brown represented a publicly traded, global automotive supply company in its acquisition of the assets of a complementary business focused on custom-painted and hydrographic finishings for application in the automotive, aviation, consumer goods, medical and recreational markets.

Asset Sale of Major National Marketing Agency

Our attorneys assisted Retail Marketing Services East, Inc. (RMSe) in a major asset sale to BDS Marketing, Inc. in December 2012. RMSe is a leading retail installation design and construction provider for large retailers throughout the United States. BDS Marketing is a major national marketing agency for clients in retail industries. Financial terms of the transaction were not disclosed.

Stock Redeemed for Midwest Nursing Home Shareholders

Kegler Brown represented the shareholders of a health care company that owns and operates nursing homes, rehabilitation communities and assisted living facilities throughout Ohio and Pennsylvania, in connection with a strategic redemption transaction. Financial terms of the December 2012 transaction were not disclosed

Asset Sale to Leading Food Service Company

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.

Early-Stage Medical Technology Acquisition

Kegler Brown represented a publicly traded global medical technology company in its acquisition of an early-stage medical technology business in July 2012.

Business to Consumer E-Commerce Acquisition

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.

Article 9 Asset Acquisition of Craft Company

Kegler Brown represented a private equity firm in its sponsored Article 9 asset acquisition of two distressed businesses in the gift and stationery, children’s craft and paper crafts industries.

100% Sale of Pet Cremation Service

Kegler Brown represented a leading provider of pet cremation services in the Southeastern Ohio region in connection with the sale of its business.

Sale of Energy Efficiency Business to Global Steel Manufacturer

Kegler Brown represented a leading energy efficiency solutions provider in its sale to a global steel manufacturer. Terms of the March 2012 transaction were not disclosed.

Asset Purchase of Ohio Tractor Distributor

JD Equipment Inc., one of the largest John Deere dealers in the Midwest, was represented by the lawyers at Kegler Brown in connection with its acquisition of substantially all the assets of Finton Equipment, LLC. Finton Equipment focuses on the sales and service of John Deere products in Coshocton, Ohio. The asset purchase was completed in March 2012.

Leveraged Buyout of Industrial Contractor

Our firm represented the management team in a leveraged buyout of a leading turn-key industrial machinery maintenance and installation contractor. Terms of the February 2012 transaction were not disclosed.

Asset Purchase of Food Services Manufacturing Company

Our transactional practice represented the world’s leading manufacturer of precision slicing and application equipment for the food processing industry in its strategic asset acquisition of the leading maker of hydrocutters and other food equipment used in the french fry, fruit and vegetable processing industry. The asset purchase was completed in January 2012.

Management Buyout of Specialty Food Company

In January 2012, Kegler Brown represented the management team of a specialty food producer in connection with a management buyout and recapitalization transaction.

Cross-Border, Stock Swap Merger of Alternative Energy Providers

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.

Canadian Acquisition of Chemical Distribution Business

Kegler Brown advised an Ontario-based coating technology business in its acquisition of a U.S.-based specialty chemical distribution company focused on paints, coating, adhesives and inks.

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.