Business Growth through Acquisitions and Registrations
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.
Counseling a New Public Company in the Software Industry
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.
$40 Million Public Offering for North Carolina Energy Company
Kegler Brown represented PowerSecure International, Inc. in the closing of its $40 million public offering, underwritten by investment banking firm Robert W. Baird & Co., which was represented by Morrison & Foerster. The public offering raised money for PowerSecure’s important business needs, including working capital, acquisition and equipment to grow and expand its business which has reported record revenues in its most recent financial results. In order to complete the financing, our firm counseled and assisted them on every step of the process, from the preparation and filing of the shelf registration statement, through due diligence, negotiations with the underwriters on the underwriting documentation and preparation and filing of the prospectus supplement and related offering documents. This counsel helped PowerSecure finance its rapid growth trajectory, which subsequently included listing its shares on the New York Stock Exchange and ringing the opening bell that day, while our attorneys stood proudly next to the company's executive team.
Cybersecurity Acquisition in the Utility Industry
Kegler Brown represented PowerSecure International, Inc. (NYSE:POWR), which is a leading provider of energy technologies and services to electric utilities and their customers, in its acquisition of the assets of Encari, LLC, a leading provider of cybersecurity and compliance consulting services to the utility industry. Terms of the October 2013 transaction were not disclosed.
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.
Securities Purchase of Remaining Energy Interest Holder
Kegler Brown assisted PowerSecure International, Inc. (NYSE:POWR), which is a leading provider of energy technologies and services to electric utilities and their customers, in the acquisition of Innovative Electronic Solutions, LLC. Innovative Electronic Solutions, a North Carolina holding company, held the remaining minority interest in an LED lighting business. The purchase was completed in May 2013.
$100+ Million Shelf Registration of Securities
Kegler Brown represented PowerSecure International, Inc. (NYSE:POWR) in its SEC Shelf Registration of more than $100 million in securities in April 2013. PowerSecure is a leading provider of energy technologies and services to electric utilities and their customers.
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.
Asset Sale to Colorado-Based Energy Company
Our firm represented Marcum Midstream 1995-2 Business Trust, the largest oil and gas water disposal company in Colorado and an affiliate of PowerSecure International Inc. (NYSE:POWR), in the sale of substantially all of its assets to High Sierra Energy, a Colorado-based diversified energy company. Our attorneys also assisted in clearing the Hart-Scott-Rodino filing process. PowerSecure International is a leading provider of services and technologies to energy utilities and their customers. The transaction was completed in June 2011.
Sale of Oil and Gas Services Company
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.
$100 Million Shelf Registration for NC-Based Public Energy Company
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.
Minority Interest Acquisition for International Energy Provider
In April 2010, the team at Kegler Brown advised PowerSecure International, Inc. in the business acquisition of the minority interest in EfficientLights, LLC, an LED lighting company based in South 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.
Asset Acquisition for International Energy Provider
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.
Purchase of Texas Energy Corporation for Public Company
Kegler Brown represented PowerSecure International, Inc. in May 2009 regarding the acquisition of the business of Design Power International, a Texas-based corporation. PowerSecure (NYSE: POWR) is a leading provider of Energy and Smart Grid Solutions to electric utilities and their commercial, institutional and industrial customers.
$50 Million Credit Facility for North Carolina Energy Company
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.
$25 Million Credit Facility Amendment and Restructuring
Kegler Brown represented PowerSecure International, Inc. in the amendment and restructuring of its $25 million credit facility with a bank consortium led by Citicorp in January 2011. 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.
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.
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.
Advising Ohio Manufacturer Through Formation of ESOP
Kegler Brown served as counsel to The Peerless Saw Company in connection with its founders’ 2016 sale of 100% of the stock of the company to a newly created Employee Stock Ownership Plan sponsored by the company. Kegler Brown advised the manufacturer and its founders on all aspects of the transaction, including negotiating the stock purchase agreement, hiring an independent ESOP trustee, forming the ESOP, and structuring the terms of the sale and related ESOP terms.
Historic Agreement between U.S. and Cuba Pharmaceutical Companies
Since 2015, our firm has served as counsel to Mercurio Biotech, a start-up U.S. biotech company, throughout a lengthy negotiation process with Cuban state owned biotechnology companies.
This involved advice on complex regulatory, legal and political matters, as well as numerous meetings in Washington, D.C., with U.S. regulators and officials, and many meetings in Havana with Cuban officials to negotiate various agreements. In 2018, these negotiations resulted in agreements between the Cuban company Heber Biotec S.A. and Mercurio Biotec to bring the Cuban diabetic foot ulcer medication Heberprot-P to the United States for clinical trials and, if approved by the FDA, commercialization of Heberprot-P in the U.S. The agreements are historic within the context of U.S.-Cuba political and business relations and Kegler Brown is only the second U.S. law firm to successfully complete any such agreements with Cuba. Kegler Brown continues to provide counsel as these agreements progress into new phases.
