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 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.
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.
Providing Strategic Counsel for a Global Online Payment Company
Led by Vinita Mehra, Kegler Brown has become outside general counsel to a large, international online payment processing company that operates in more than 196 countries. Our role involves a close partnership with the leadership team and advising on a comprehensive range of corporate and company governance issues. Projects for this client include assisting on key tax and regulatory issues in setting up operations in India for an online payment service, as well as managing the company’s comprehensive global IP portfolio.
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.
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.
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.
took ownership of the plant in early 2015 with plans to double its employment.