Mergers, Acquisitions + Divestitures

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.

Kegler Brown served as lead counsel to Startups.co, the world's largest user community for startups, in its acquisition of the assets of a confidential strategic target, including all of its intellectual property.

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. 

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.

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.

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. 

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.

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.

We 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.

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.

In March 2021, Air Purchases of New Hampshire, a Northeast-based heating, ventilation and air conditioning distributor, sold to Munch’s Supply, a company with more than 700 employees focused exclusively on supplying heating and cooling industry contractors with quality products. Kegler Brown acted as a legal advisor to the seller in all aspects of the transaction.

The M+A team at Kegler Brown advised Schoedinger Funeral and Cremation Service and its affiliated entities in its December 2021 sale to Service Corporation International. Schoedinger Funeral Home, which is based in Columbus and owns and operates 12 funeral homes while employing 180 people, was advised by Kegler Brown on all aspects of the sale transaction to the nation's largest operator of funeral homes, operating 1,458 funeral service locations and 485 cemeteries.

In June 2022, EasyIT, an Ohio-based managed IT support and services company, sold to NetGain Technologies, a multi-state regional IT services and solutions provider. Kegler Brown acted as legal advisor to the seller in all aspects of the transaction.

The M+A team at Kegler Brown served as the exclusive buy-side legal counsel to Palmer-Donavin in its acquisition of Diamond Hill Plywood (DHP), a major wholesale distributor of building and construction-related products. Headquartered in Darlington, South Carolina, DHP employs 110 people and operates five distribution centers in Virginia, Tennessee, North Carolina, and South Carolina, serving customers across eight southeastern states and much of the Eastern seaboard. With over a century of experience, Palmer-Donavin has maintained its leadership in building material distribution and door fabrication. The transaction successfully closed on April 7, 2023.

In February 2023, Kegler Brown served as the exclusive sell-side legal counsel to General Die Casters, Inc. in its merger with Dart Casting, Inc. Headquartered in Twinsburg, Ohio, General Die Casters is a leading provider of high-pressure aluminum die cast solutions with a focus on complex, close-tolerance components for the transportation, lawn and garden, automotive, and industrial markets. Founded in 1957, the company leverages its extensive casting expertise, experienced tool design, and engineering capabilities to deliver custom aluminum die-cast components with the utmost quality and service to its customers.