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.
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.
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.
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.
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.
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.
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.
Managing Multiple Capital Raises for National Retail Food Brand
Kegler Brown has served as counsel to Jeni’s Splendid Ice Creams, which is consistently recognized as one of the country’s best dessert boutiques, for many years. Early in 2016, as part of our firm’s continuing role as a strategic business partner to the company, our lawyers advised the company’s owners throughout a series of capital infusion transactions, including multiple sales of convertible notes and equity warrants to national private equity investors. These transactions ultimately resulted in the sale of a controlling stake in the company, though financial terms were not disclosed.
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.
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.
Purchase of Agricultural Business Line by Family-Owned Company
In May 2015, the lawyers at Kegler Brown represented Remlinger Manufacturing Company in its purchase of Sukup Manufacturing Co.’s implement line business, including grain drills, row crop cultivators, shredders, rotary cutters, food plot planters, seeders, grain carts and rippers. Remlinger Manufacturing is a leading manufacturer of agricultural equipment and implements. Sukup Manufacturing is a major manufacturer of grain storage and dryers. The transaction was widely reported in the agricultural press, including Agri-Marketing.
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.
Acquisition of Data Center Business Expands NC Energy Company
In late 2014, The M+A attorneys at Kegler Brown counseled
PowerSecure International Inc. in its $13 million purchase of a data center and
energy services business from Florida-based Power Design, Inc. (PDI). A leading
provider of energy technologies and services to electric utilities and their
customers, PowerSecure expanded its electrical infrastructure and data center
capabilities and also its ability to accelerate communication with key data
center decision makers through this acquisition. Our award-winning mergers and
acquisitions team advised PowerSecure throughout each step of the purchase,
which advances the company's aggressive growth strategy.
Asset Purchase for Employee-Owned Building Product Supplier
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.
Representation of Innovative Partnership to Commercialize Unique Technology Platform
June 2014, the lawyers at Kegler Brown represented inVentiv Health, Inc. in its
exclusive multi-year sales and marketing partnership with Aprecia
Pharmaceuticals. The partnership involves inVentiv providing key
commercialization services in the development and commercialization of
Aprecia’s proprietary ZipDose® product platform. inVentiv Health is a top-tier professional services organization that
accelerates the clinical and commercial success of biopharmaceutical companies
worldwide. Aprecia Pharmaceuticals is a specialty pharmaceutical
company with a particular focus on using 3D-printing technology.
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.
$37.6M Community Bank Cash-and-Stock Merger
Our lawyers advised Ohio Heritage Bancorp on its cash-and-stock merger with Peoples Bancorp Inc. for total consideration of approximately $37.6 million. Ohio Heritage Bank operates six full-service banking locations in Ohio. Peoples Bancorp is a NASDAQ-traded company, which operates out of 49 locations in Ohio, West Virginia and Kentucky through its Peoples Bank subsidiary. The transaction was announced on April 4, 2014, and was completed in the third quarter of 2014.
Sale of Interests in Ohio’s Leading Interconnect Point / Data Centers
In January 2014, our firm represented DataCenter.bz, LLC (and its affiliated companies) in the sale of all of the membership interests in the companies to Cologix, Inc. DataCenter.bz operates an interconnect hub and two enterprise-grade, network neutral data centers (designed to highly-secure Tier IV standards) and is a leading interconnect point in Ohio. Cologix is a leading network neutral interconnection and data center company headquartered in Denver, Colorado, and operates network neutral data centers in Columbus, Dallas, Jacksonville, Minneapolis, Montreal, Toronto and Vancouver.
Growth Equity Investment in Fast-Casual Restaurant Business
Kegler Brown represented PIADA Italian Street Food, an authentic fast-casual Italian eatery based in Columbus, Ohio, with restaurants in Ohio and Indiana, in connection with a significant growth equity investment made by Catterton Partners, the leading consumer-focused private equity firm. Terms of the September 2013 transaction were not disclosed. At the time of the investment, PIADA had 14 locations across the Midwest, with 6 planned to open by the end of 2013. In 2013, PIADA was named one of Nation’s Restaurant News’ five “Hot Concepts” as well as one of Nation’s Restaurant news’ top 50 breakout trends.
Asset Acquisition of Dry Cleaning Industry Supplier in Atlantic Northeast
Kegler Brown’s transactional practice closed a strategic growth acquisition on behalf of a leading supplier to the dry cleaning and laundry industry with headquarters in the Midwest. Kegler Brown represented Aristocraft of America LLC (dba AristoCraft) and its affiliates in connection with this strategic growth acquisition, which AristoCraft expects will help it to increase its market share in the Atlantic Northeast region. Financial terms of the May 2013 transaction were not disclosed. AristoCraft, together with the EJ Thomas Company (its sister company headquartered in Columbus, Ohio, which serves the Midwest market), is one of the leading distributors of laundry and dry cleaning supplies in the United States.
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.
Merger of Leading Energy Providers
PowerSecure International, Inc. (NYSE:POWR), a leading provider of energy technologies and services to electric utilities and their customers, acquired Solais Lighting, Inc., an innovative Massachusetts-based LED lighting business. Our attorneys represented PowerSecure and completed the merger in April 2013. Financial terms of the transaction were not disclosed.
Asset Purchase of Energy Company
The transactional practice team at Kegler Brown represented PowerSecure International, Inc. (NYSE:POWR) in a February 2013 asset purchase of the energy services business of Lime Energy Co., a publicly traded company in the energy industry. PowerSecure is a provider of energy technologies and services to electric utilities and their customers.
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.
Stock Redeemed for Midwest Nursing Home Shareholders
Kegler Brown represented the shareholders of a health care company that owns and operates nursing homes, rehabilitation communities and assisted living facilities throughout Ohio and Pennsylvania, in connection with a strategic redemption transaction. Financial terms of the December 2012 transaction were not disclosed
Business to Consumer E-Commerce Acquisition
Kegler Brown represented a strategic operating company in connection with its acquisition of a B2C e-commerce platform acquisition from a private equity firm. The acquisition was completed in July 2012.
Early-Stage Medical Technology Acquisition
Kegler Brown represented a publicly traded global medical technology company in its acquisition of an early-stage medical technology business in July 2012.