Mergers, Acquisitions + Divestitures

Kegler Brown advised a software provider to the restaurant industry in its sale to a strategic buyer. Terms of the February 2011 transaction were not disclosed.

The team at Kegler Brown assisted PowerSecure International, Inc. in its stock sale of Southern Flow Companies, Inc., an oil and gas services company, to Zedi Inc., a Canadian energy company. PowerSecure International, Inc. (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers. The transaction was completed in January 2011.

In November 2010, Kegler Brown represented an Ohio-based graphic design company in its strategic growth acquisition of a North Carolina-based provider of pre-press services, data management services, website design and development services, and color and retouching services, in connection with furniture sales.

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.

Kegler Brown represented PowerSecure International Inc. in a $100 million shelf registration of securities in May 2010. PowerSecure International, Inc. (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers.

Kegler Brown represented PowerSecure International, Inc. in the 2010 acquisition of the assets and business of Electronic Innovative Solutions, LLC, an innovative lighting company based in North Carolina. PowerSecure International, Inc. (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers.

Our firm advised a graphic design and advertising business in its sale of its school yearbook division to a strategic buyer in September 2009.

Our lawyers represented a Midwest-based private equity firm in its sale of one of its portfolio companies to a strategic buyer based in Iowa.

Attorneys at Kegler Brown assisted PowerSecure International, Inc. in obtaining a $50 million credit facility with Citibank. PowerSecure (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers.

In September 2008, the Kegler Brown M+A team represented a publicly-traded global healthcare company in the sale of its orthopedic product manufacturing business unit an east coast private equity firm.

In February 2008, Kegler Brown represented Michael’s Finer Meats and Seafoods Inc. (“Michael’s), a leading purveyor of premium meat and seafood products, in its equity sale, debt recapitalization and reorganization transaction sponsored by Sorenson Capital, a private equity firm focused on providing small- to middle-market buyouts and investments. Sorenson Capital became a significant investment partner in Michael’s as a result of the transaction. Terms of Sorenson Capital’s investment were not disclosed. Founded in 1962, Michael’s has established itself as a prominent provider of quality meats - beef, seafood and poultry - for high-end restaurants, hotels, resorts, country clubs, casinos and caterers in Ohio and other states throughout the U.S. Sorenson Capital is a private equity fund that provides small- to middle-market buyout and growth equity investments, with a particular focus on opportunities in selected states in the western U.S. Sorenson Capital is managed and controlled by West Rim Capital; both are headquartered in Salt Lake City, Utah.

Kegler Brown acted as counsel in the sale by an international oil field service company (“OilCo”) of substantially all of its assets to a Boston private equity firm. In cooperation with the investment banking firm retained by OilCo, we negotiated a $25 million sale price plus a favorable retention agreement for the employees of OilCo. The transaction included the termination of the ESOP sponsored by OilCo.

In 2013, Kegler Brown acted as securities and corporate counsel to PowerSecure International, Inc. a nationally renowned energy services public company, in engaging in a series of business acquisitions and $100 million in securities registrations, that involved a complex series of issues relating to securities regulation compliance, taxation, corporate entity formation and merger, and complex transaction negotiations with opposing counsel in a short period of time. With our extensive team knowledge of public companies, securities requirements, tax matters, entity structure and our acclaimed merger and acquisition practice, we were able to help our client meet and exceed its expectations while simultaneously advising its board of directors and relevant committees in successfully resolving all issues, in order for PowerSecure to achieve its high standards of excellence and business and finance requirements.

The attorneys at Kegler Brown took over representation of a newly public company in the software industry. Our attorneys counseled the management team in complying with federal and state securities laws in connection with the new public company status, undertaking fund raising efforts, managing corporate finance issues, and meeting mandated reporting requirements. Our team also helped them make decisions regarding the registration of selling stockholder shares, which involved extensive counseling and intense education of the officers, board of directors and committees regarding the company's securities and other public company requirements and obligations. Kegler Brown has become the growing company's trusted advisor and works closely with the executive team in managing all aspects life as a public company.