Representative Transactions

Acquisition, Refinancing, and Spin-off of Non-core Assets for West Virginia-based Beverage Distributor

We assisted a growing West Virginia-based beverage distributor through a series of strategic transactions in 2016 and 2017, including the acquisition of distribution rights, real estate, and inventory from a distributor in an adjacent territory with operations in two different markets in West Virginia. This acquisition made our client one of the largest beverage distributors in the state.

Our assistance included the negotiation of a new credit facility to finance the acquisition and to re-finance existing debt, as well as the sale of distribution rights and inventory of our client’s Ohio and Kentucky franchises. We also provided guidance on the reorganization of their corporate structure in order to permit more streamlined post-closing operations and additional future growth, as well as tax strategy and transition issues.

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.

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.

Sale of Midwest-Based Laundry Products Supplier

Kegler Brown served as counsel to an Ohio-based laundry and dry cleaning product supplier in connection with its sale to a Michigan-based private equity firm. Our lawyers advised the supplier and its owners on all aspects of the company’s sale, which was completed in mid-2016. Financial terms of the deal were not disclosed publicly.

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.

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.

Acquisition of a Tennessee-Based Collections Agency

In February 2016, Kegler Brown represented a diversified financial services and management consulting firm throughout the entirety of its acquisition of 100% of the stock of a Tennessee-based company that provides collection services and accounts receivable management.

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.

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.

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 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.

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.

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 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.

Asset Purchase of Ohio Tractor Distributor

JD Equipment Inc., one of the largest John Deere dealers in the Midwest, was represented by the lawyers at Kegler Brown in connection with its acquisition of substantially all the assets of Finton Equipment, LLC. Finton Equipment focuses on the sales and service of John Deere products in Coshocton, Ohio. The asset purchase was completed in March 2012.

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.

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.

Management Buyout of Specialty Food Company

In January 2012, Kegler Brown represented the management team of a specialty food producer in connection with a management buyout and recapitalization transaction.

Sale of Emergency Response Equipment Supplier

Kegler Brown represented the owner of White Life Safety Systems, a supplier of industrial and commercial emergency response and detection equipment, in the sale of the majority of its assets to a strategic buyer, PDS Systems LLC, in June 2011.

Asset Sale of Two Ohio Medical Practices

Kegler Brown counseled a majority shareholder in the asset sale of two Columbus, Ohio, Neurological Sleep Centers and medical practices. The transaction was completed in February 2011. Financial terms of the deal were not disclosed.

Sale of Wendy’s Franchised Restaurants

In July 2010, the lawyers at Kegler Brown represented a Wendy’s franchisee in its sale of 14 Wendy’s restaurants to a strategic buyer. Financial terms 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.

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.

Launching a National Franchisor of Educational Services

We counseled a leading regional business of math and English tutoring franchises in the launch of its franchise operations. Our attorneys have worked with the corporate management team to grow the business from its roots with limited partner locations in New Jersey to its becoming a federally compliant national franchisor. This relationship has involved everything from issues related to state and federal regulatory requirements to the preparation and documentation of all relevant franchise documents.

Asset Purchase for Global Automotive Supply Company

The M+A team at Kegler Brown represented a publicly traded, global automotive supply company in its acquisition of the assets of a complementary business focused on custom-painted and hydrographic finishings for application in the automotive, aviation, consumer goods, medical and recreational markets.

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.

Real Estate Counsel to National Fast-Casual Burger Concept

Kegler Brown represents a franchisee of a Denver-based nationally franchised fast-casual restaurant concept. The franchisee is located in Maryland, with additional locations to open in the Virginia and Washington D.C. areas. We provide general real estate, corporate and franchise counsel on an ongoing basis.