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.
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
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
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
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.