Representative Transactions

Sale of The Laserflex Corporation to Chicago-Based Joseph T. Ryerson & Son, Inc.

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. 

Asset Purchase for Employee-Owned Building Product Supplier

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.

$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.

Sale of Interests in Ohio’s Leading Interconnect Point / Data Centers

In January 2014, our firm represented, LLC (and its affiliated companies) in the sale of all of the membership interests in the companies to Cologix, Inc. operates an interconnect hub and two enterprise-grade, network neutral data centers (designed to highly-secure Tier IV standards) and is a leading interconnect point in Ohio. Cologix is a leading network neutral interconnection and data center company headquartered in Denver, Colorado, and operates network neutral data centers in Columbus, Dallas, Jacksonville, Minneapolis, Montreal, Toronto and Vancouver.

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.

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.

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.

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.

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 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.

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.

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.

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.

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.

Stock Purchase of Utility Construction and Network Installation Service Provider

In March 2011, Kegler Brown’s transactional practice represented a national, full-service utility construction and network installation service provider, providing engineering, construction, installation and maintenance of power and communications distribution systems, in its acquisition of a complementary competitor located in the Southwest. Financial terms were not disclosed.

Sale of Building Materials Manufacturing Business

Kegler Brown represented a leading Midwest building materials manufacturer in its equity sale and debt recapitalization transaction with an operationally-focused private equity firm. Terms of the March 2011 transaction were not disclosed.

Corporate Divestiture of Health Care Business Unit

In March 2011, Kegler Brown represented a publicly traded, global medical technology company in its sale of an instrument management and repair business to a private equity fund. Financial terms of the agreement were not disclosed.

Stock Purchase of Managed Care Organization

The lawyers at Kegler Brown represented a national claims and risk management service provider in its acquisition of an Ohio-based managed care organization. The transaction was completed in January 2011 and financial terms were not disclosed.

Divestiture of Medical Products Business Unit for Public Company

The transactional practice at Kegler Brown represented a publicly traded, global medical technology company its corporate divestiture of one of its business units to a strategic buyer. Financial terms of the November 2010 transaction were not disclosed.

Acquisition of Workers’ Compensation Third Party Administrator

Our firm represented a national claims and risk management service provider in its acquisition of a licensed third party administrator that represents employers in all issues related to workers’ compensation claims administration. Financial terms of the October 2010 transaction were not disclosed.

Reorganization and Spin-Off of Construction Company

Kegler Brown represented a provider of comprehensive construction and site management, development and environmental remediation services in connection with its reorganization and a spin-off of one of its operating divisions. Financial terms were not disclosed in the June 2010 transaction.

$225 Million Stock Purchase in Health Care Industry

The attorneys at Kegler Brown advised a publicly traded, global medical technology company in connection with its May 2010 stock purchase bid for a leading innovator in clinically differentiated needleless access connectors and administration sets that deliver intravenous medication to patients.

Divestiture of Medical Product Business Unit to East Coast Private Equity Firm

In September 2008, the Kegler Brown M+A team represented a publicly-traded global healthcare company in the sale of its orthopedic product manufacturing business unit an east coast private equity firm.

Sale of Health Care Business Unit to Chicago PE Firm

Lawyers at Kegler Brown represented a publicly-traded global healthcare company in its sale of several of its business units focused on the enteral feeding, vascular access, catheter location device and surgical protection systems markets. The corporate divestitures closed in August 2008.

Equity Sale, Debt Recapitalization and Reorganization of Food Service Company

In February 2008, Kegler Brown represented Michael’s Finer Meats and Seafoods Inc. (“Michael’s), a leading purveyor of premium meat and seafood products, in its equity sale, debt recapitalization and reorganization transaction sponsored by Sorenson Capital, a private equity firm focused on providing small- to middle-market buyouts and investments. Sorenson Capital became a significant investment partner in Michael’s as a result of the transaction. Terms of Sorenson Capital’s investment were not disclosed. Founded in 1962, Michael’s has established itself as a prominent provider of quality meats - beef, seafood and poultry - for high-end restaurants, hotels, resorts, country clubs, casinos and caterers in Ohio and other states throughout the U.S. Sorenson Capital is a private equity fund that provides small- to middle-market buyout and growth equity investments, with a particular focus on opportunities in selected states in the western U.S. Sorenson Capital is managed and controlled by West Rim Capital; both are headquartered in Salt Lake City, Utah.

Private Equity Investment, Recapitalization and Reorganization of Video Production Business

Kegler Brown represented an Ohio-based private equity firm in January 2008 in its equity investment and acquisition of the business assets of a regional supplier of pro-audio, lighting, staging and video production services, sales, and installation.

Portfolio Company Sale for Private Equity Firm to Iowa Manufacturing Company

Our lawyers represented a Midwest-based private equity firm in its sale of one of its portfolio companies to a strategic buyer based in Iowa.

Acquisition of Nuclear Pharmacy Business

Our M+A lawyers represented a publicly-traded, global healthcare company in its acquisition of a nuclear pharmacy business with multiple locations and cyclotrons throughout the Southwest.

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.