Case Studies

Sale of Kent Water Sports to Seawall Capital

The M+A team at Kegler Brown advised Kent Water Sports and its related entities in its December 2020 sale to Seawall Capital. Kent Water Sports, a platform of action sports brands with products spanning personal flotation devices, wakeboards, water skis, towable tubes, snowboards, and more, was advised by Kegler Brown on all aspects of the sale transaction to Seawall Capital, which is a middle-market private equity firm focused on making investments in companies with strong connections to their end consumers.

Sale of The Laserflex Corporation to Chicago-Based Joseph T. Ryerson & Son, Inc.

Kegler Brown’s Mergers + Acquisitions team advised The Laserflex Corporation and its shareholders on all aspects of the sale of the company to Joseph T. Ryerson & Son, Inc., which closed in early 2017. Laserflex, a privately owned, full-service precision metal fabricator specializing in laser material processing technology, relied on Kegler Brown to negotiate the definitive share purchase agreement, as well as all ancillary agreements, including employment agreements and agreements among the selling shareholders. Kegler Brown’s lawyers advised on all additional aspects of the transaction, including tax matters, ERISA matters, labor and employment matters and environmental matters. 

Industrial Plant Acquisition by Brazilian Manufacturer from Dow Chemical Co.

Our lawyers advised Valfilm North America, Inc., a business unit of a large Brazilian packaging company, on its acquisition of The Dow Chemical Company’s Findlay, Ohio, polyolefin films plant. The transaction included elements related not only to the physical real estate assets, but also to certain intellectual property, strategic corporate tax planning, environmental implications and state tax incentives. The highly publicized transaction, was covered by The Wall Street Journal, Plastics News, and Yahoo Finance. Valfilm North America, Inc. is a part of the VALGROUP Packaging Solutions family of companies, which specializes in developing, manufacturing and marketing flexible packaging in polyethylene. The Dow Chemical Company (NYSE: DOW) is one of the world’s largest producers of chemical products.

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.

National Oil and Gas Pipeline Company

We worked closely with Dallas-based midstream client to evaluate and incorporate the purchase of existing oil collection, storage and pipeline transmission systems in Ohio. Our work included matters before the Ohio Department of Natural Resources, Ohio EPA and the Public Utility Commission of Ohio.

Multinational Manufacturing Company

Due to our familiarity with Ohio EPA’s site remediation requirements and the interplay with USEPA’s CERCLA program, we assisted our client to engage Ohio EPA program manager to identify options to allow for the Ohio EPA approval of a cost-effective remedy at a contentious USEPA lead CERCLA site.

Remediation of Upscale Multi-Family Development

A 280-unit upscale apartment complex had been constructed on a former sand and gravel quarry which had also accepted landscaping and other wastes. Environmental assessments completed as part of refinancing identified substantial levels of subsurface methane. Our client worked with federal, state and local regulatory agencies to devise and implement a strategy to remediate subsurface methane gas migration issues, despite opposition in bankruptcy proceedings and without formal state or federal administrative orders. The complex maintained full occupancy throughout the process.

Industrial Site Redevelopment

We have worked with a Fortune 500 company with facilities around the state to evaluate environmental obligations in connection with the retirement of certain facilities and to position the affected sites for demolition and redevelopment.

Natural Resource Mitigation Bank

Scott Doran has worked with the Stream + Wetlands Foundation since it was established as one of the United States’ first wetland mitigation banks in 1992. We continue to provide counsel to the Foundation regarding bank site establishment and individual stream and wetland mitigation projects. The Foundation has restored more than 2,000 acres of wetlands in Ohio and is now providing stream mitigation banking and in-lieu fee mitigation services.

Stream and Wetland Permitting

Working with one of central Ohio’s largest real estate development interests, we have been involved since the inception of a 5,000 plus acre planned development. We have assisted to develop permitting strategies to address Section 404 and 401 permitting, endangered species protection and historic preservation over a 20-year period.