Historic Agreement between U.S. and Cuba Pharmaceutical Companies
Since 2015, our firm has served as counsel to Mercurio Biotech, a start-up U.S. biotech company, throughout a lengthy negotiation process with Cuban state owned biotechnology companies.
This involved advice on complex regulatory, legal and political matters, as well as numerous meetings in Washington, D.C., with U.S. regulators and officials, and many meetings in Havana with Cuban officials to negotiate various agreements. In 2018, these negotiations resulted in agreements between the Cuban company Heber Biotec S.A. and Mercurio Biotec to bring the Cuban diabetic foot ulcer medication Heberprot-P to the United States for clinical trials and, if approved by the FDA, commercialization of Heberprot-P in the U.S. The agreements are historic within the context of U.S.-Cuba political and business relations and Kegler Brown is only the second U.S. law firm to successfully complete any such agreements with Cuba. Kegler Brown continues to provide counsel as these agreements progress into new phases.
Recapitalization and Related Negotiations for a UK Tech Company
We advised a UK-based technology company in the renewables space with significant U.S. operations in a series of transactions to recapitalize its debt and equity structure in the second quarter of 2017 and the first quarter of 2018, helping them manage through a cash shortage until their promising technology could start to produce a profit.
This was accomplished through re-negotiating several million dollars in secured venture debt to extend payment terms and to provide that one-half of the debt will automatically convert to equity upon certain conditions. Another important aspect was re-negotiating several million dollars in additional secured debt owed to building contractors to provide for extended repayment and to exchange the majority of the outstanding debt for warrants to acquire equity in the company. We also assisted in negotiating a new multi-million dollar senior secured credit facility with venture lenders.
India Lease Management for Global Clinical Services Company
In 2016, Kegler Brown advised a global healthcare + pharmaceutical research and services provider, and its international subsidiaries in India, on critical leases for property located in four different cities in India valued at several million dollars. Our lawyers managed the regulatory, tax and complicated contractual issues for each transaction and continue to assist and advise on ongoing operations in India, including but not limited to labor law, tax, regulatory, data protection and IP issues pertaining to its operations.
Representation of Technology Accelerator in Seed Investments
The intellectual property lawyers at Kegler Brown serve as investor-side deal counsel for a Columbus-based technology incubator and accelerator on its ongoing seed investments in IP-heavy start-up companies, including a special focus on IP diligence.
Strategic Acquisition for Startups.co
Kegler Brown served as lead counsel to Startups.co, the world's largest user community for startups, in its acquisition of the assets of a confidential strategic target, including all of its intellectual property.
IP Counsel for Columbus-Based Green Tech Start-Up
Kegler Brown's intellectual property lawyers serve as strategic IP counsel for an Ohio-based growth company specializing in the production and processing of high-value chemicals derived from lake algae and other waste products.
Outside General Counsel to Growth Apparel Company
The lawyers at Kegler Brown serve as outside general counsel for a well known growth-stage apparel company, including substantial advising on day-to-day IP strategy and obtaining clearance on apparel designs that are core to the company’s business model.
Lead Counsel in Sale of National Digital Agency to Strategic Buyer
Our firm was lead business counsel in the highly publicized sale of a globally renowned independent digital marketing agency to a Fortune 50 technology services provider.
Managing Multiple Capital Raises for National Retail Food Brand
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.
Sell-Side Counsel in IBM Interactive Experience’s First Strategic Creative Agency Acquisition
The sale of Resource Ammirati to IBM made national headlines because the digital leader became the first strategic creative agency acquisition for IBM’s Interactive Experience business unit. Kegler Brown worked closely with Resource Ammirati shareholders and their IBM counterparts throughout the process, including identification of buyer, negotiation of terms, Hart-Scott-Rodino antitrust clearance, and final consummation. Kegler Brown has served as counsel to Resource Ammirati for many years, providing comprehensive legal services in numerous areas and facilitating a number of transactions that have made news in the advertising world. The deal officially closed in February 2016 and financial terms were not disclosed publicly.
Tax-Free Merger of Wearable Technology Company
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.
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.
Representation of Innovative Partnership to Commercialize Unique Technology Platform
June 2014, the lawyers at Kegler Brown represented inVentiv Health, Inc. in its
exclusive multi-year sales and marketing partnership with Aprecia
Pharmaceuticals. The partnership involves inVentiv providing key
commercialization services in the development and commercialization of
Aprecia’s proprietary ZipDose® product platform. inVentiv Health is a top-tier professional services organization that
accelerates the clinical and commercial success of biopharmaceutical companies
worldwide. Aprecia Pharmaceuticals is a specialty pharmaceutical
company with a particular focus on using 3D-printing technology.
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.
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.
A Battle Fought to the Finish Results in an $18 Million Judgment
Stuckey v. Online Resources
Corporation. United States District Court for the Southern District of
Ohio, Case No. 2:08-CV-1188.
In 1999, several young tech-savvy
entrepreneurs came together to build a new business that provided specialized
electronic payment services to the accounts receivable management and utilities
industries. By 2006, that business, Internet Transaction Solutions, Inc.
(“ITS”), had become an award-winning industry leader and the owners decided to
sell. The buyer was a publicly traded corporation called Online Resources Corporation,
Inc. (ORC). ORC breached the purchase contract by not timely registering ORC
stock that it issued as part of the purchase price to the ITS shareholders and
Kent Stuckey, the president of ITS, sued ORC on behalf of ITS shareholders in
federal court in Columbus.
ORC, represented by international
law firm Greenberg Traurig, fought every step of the way. ORC filed two motions
to dismiss the lawsuit, both of which were overruled. ORC also moved for
summary judgment, which was also overruled. The case was ultimately tried in
federal court throughout approximately two weeks to United States District
Judge Algenon L. Marbley. Following extensive post-trial briefs, Judge Marbley
found for Stuckey, awarding $18.1 million in damages- ORC appealed. While
the appeal was pending, Stuckey (on behalf of himself and the ITS shareholders)
settled for $17.9 million. Mr. Stuckey’s thoughts about the case and its
outcome can be seen under Endorsements.
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.
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 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.
Leveraged Debt and Equity Recapitalization
In August 2011, the attorneys at Kegler Brown represented a leading digital marketing agency in its sale of a minority equity interest to a Boston-based private equity firm and a related, leveraged debt recapitalization.
Acquisition of Assets and IP of Software-as-a-Service Provider
The team at Kegler Brown represented a leading global provider of clinical, commercial and consulting services to pharmaceutical, biotech and life sciences companies in its acquisition of the assets and intellectual property of a provider of software-as-a-service to companies deploying mobile web applications. The transaction was completed in June 2011.
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.
Asset Sale of Software Company
Kegler Brown advised a software provider to the restaurant industry in its sale to a strategic buyer. Terms of the February 2011 transaction were not disclosed.
Capital Raise and Corporate Structuring for Fast Casual Startup
In September 2010, attorneys at Kegler Brown advised The Piada Group in its formation and capital raise, and continue to work with The Piada Group on corporate structuring and related matters. The Piada Group operates fast casual Italian restaurants under the PIADA Italian Street Food brand. Learn more about our partnership with Piada.
Management Software Systems Acquisition
Kegler Brown represented an outsourced marketing and sales services provider in its August 2009 acquisition of a management software systems company.
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.
Comprehensive Franchise Counsel to Tanning Retailer
Our attorneys represent a national tanning retailer in all of its franchise operations in the U.S. Our attorneys have assisted them in remaining in compliance with federal and state requirements for the offer and sales of its franchised indoor tanning salons and advised the management team on instituting best practices for the franchise documents, sales processes and compliance operations that are critical to its growth strategy. We also actively enforce the company’s intellectual property and the fair use of its brand by franchisees throughout the country. This work is highlighted by regular negotiations with current and potential franchisees looking to purchase a new franchise, expand an existing franchise portfolio or negotiate a buy-out.
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.
Public Company Acquisition of Health Care Logistics Business
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.
Management Buyout in Financial Services Industry
Our attorneys counseled the management team of a company that specializes in providing temporary services of executive-level accountants and financial officers to companies.