Representative Transactions

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.

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.

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.

Strategic Growth Acquisition for Graphic Design Company

In November 2010, Kegler Brown represented an Ohio-based graphic design company in its strategic growth acquisition of a North Carolina-based provider of pre-press services, data management services, website design and development services, and color and retouching services, in connection with furniture sales.

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.

Creation of Unique Rail and Truck Intermodal Facility

Our firm acted as counsel to the owner of a large industrial park in a series of unique transactions that created one of the first-ever non-railroad-owned intermodal facilities in the country, bringing together a mainline railroad, a national trucking carrier and the owner of the intermodal park. In a further attempt to increase rail traffic to the intermodal facility, our client entered into an agreement with the railroad to help finance the construction of a railroad turn-out 60 miles from the facility, which would allow unit trains that normally move north-south to move east-west to the client’s facility. Both projects involved the negotiation of novel agreements between the parties, as well as the attainment of state grants and low-interest loans to fund the projects. Kegler Brown was integral to the creation of the business strategy, as well as the many transactional documents required to complete the project.

Creation of Dual-Rail Industrial Park

The lawyers at Kegler Brown acted as counsel to a community-based private non-profit economic development organization to acquire land through a state grant for the purpose of creating an industrial park that could be served by two competing railroads. Since the land located in the “dual-rail park” could be served by either railroad, it gave industries locating there a competitive edge when negotiating for rail transportation. In addition, because the land was acquired by a state grant, the land was offered at attractive prices (or even free) to prospective companies as an incentive to locate in the community. As a result, the community was able to attract several new companies that served the just-in-time needs of the automotive industry and created hundreds of jobs in the process.

Exchange of Real Property Between U.S. Army and Private Industrial Park

Kegler Brown acted as counsel to a privately owned industrial park to acquire adjoining land from the U.S. Army through a federal exchange program in which the private party obligates itself to construct a facility at another government-owned facility and then exchanges the new facility for the property it actually desired to acquire, namely the adjoining U.S. Army-owned land. Our firm was integral to the negotiations, including navigating through the maze of government requirements for the exchange that included approval of Congress.

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.

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.

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.

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. 

Sale of Software Developer to Private-Equity Sponsored Competitor

While advising No Surprises Software, Inc. (dba Viewabill) on the sale of its professional services billing solutions technology business to Mitratech in early 2016, we provided assistance throughout all stages of the sale, from letter of intent to closing.

This included providing guidance on issues related to capital structure and distribution of proceeds per waterfall, shareholder relations and negotiations, negotiations with other third parties and risk mitigation.

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.

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.

Acquisition of Polyolefin Films Plant and Related Business Assets from Public Company

Through the end of 2014 into early 2015, we advised Brazil-based packaging manufacturer Valfilm on all aspects of a multi-million dollar acquisition of a polyolefin films plant in Findlay, Ohio, as well as related business assets, from The Dow Chemical Company. This included providing guidance on transaction and organizational structures, tax credits, intellectual property matters, real estate issues and environmental compliance. We also assisted with risk management and transition and post-closing operations.

Valfilm took ownership of the plant in early 2015 with plans to double its employment.