Case Studies

Leveraged ESOP Acquisition for Dayton Manufacturer

Attorneys at Kegler Brown served as counsel in a complex two-stage transaction involving all of the outstanding stock of a Dayton, Ohio, manufacturing company (“DayCo”). The transactions also involved a $15 million three facility bank loan. The first stage transaction involved a leveraged redemption and recapitalization of DayCo and the second stage involved the leveraged purchase of all the remaining outstanding stock of DayCo by its ESOP.

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.

Sale of Food Safety Consulting and Research Business

Our client, a food safety consulting and research business, sought our advice for its sale to a private-equity fund in 2017, and we provided them with assistance from letter of intent to closing, as well as post-closing personal and estate planning.

This assistance included deal structure and strategy, terms of earn-out and contingent consideration, and advice on applying working capital adjustment to a cash-basis company. We also provided guidance on tax strategy, risk mitigation, and transition issues, and assisted with post-closing estate and tax planning for the client’s family.