Exclusive Sell-Side Legal Counsel to Telecommunications Service Provider
In December 2022, Kegler Brown served as the exclusive sell-side legal counsel to AM Communications, Inc. in the sale of AM Communications, Ltd. to Genesys USA, LLC. AM Communications is an Ohio-based provider of services, including fixed telecommunication network construction, installation, repair, outside plant repair, and maintenance for cable television, fixed telephony, and fixed internet providers.
Legal Counsel for Ownership Restructuring at Ohio’s Premier Recycling Company
Kegler Brown acted as buy-side legal counsel for the president and owner of Muskingum Iron and Metal in connection with the ownership restructuring of Muskingum Iron and Metal and its related affiliates. Muskingum Iron and Metal, central and southeastern Ohio’s leading recycler of ferrous and non-ferrous metals, successfully closed the deal on June 1, 2023.
Legal Counsel in Palmer-Donavin’s Diamond Hill Plywood Acquisition
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.
Legal Counsel for General Die Casters, Inc. in Its Merger with Dart Casting, Inc.
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.
Legal Counsel for the ESOP Sale of an Architectural Firm
In December 2022, Kegler Brown acted as exclusive legal counsel to Berardi & Partners, Inc. in connection with the sale of 100% of the company’s equity to an Employee Stock Ownership Plan (“ESOP”) Trust, and related company reorganization with affiliated companies.
Sale of Ohio-Based IT Support and Services Company
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.
Sale of East Coast-Based HVAC Distributor
Kegler Brown acted as the legal advisor to System Aire Supply Company/Control Aire Supply Company, a leading East Coast-based heating, ventilation and air conditioning (“HVAC”) distributor in all aspects of its April 2022 sale to Munch’s Supply, an HVAC and plumbing distributor that supplies heating, cooling, and plumbing products to industry contractors throughout North America.
Sale of Funeral Home Business
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.
Advising Manufacturer in its Acquisition of Food Processing and Packaging Business
In August 2021, Kegler Brown acted as the legal advisor to J.E. Grote Company, Inc., and its affiliates in all aspects of its acquisition of the Precision Food Innovations Division business from Precision, Inc., a company that specializes in bulk material handling and conveying equipment for the food processing and packaging industries. The Grote Company is a family owned and operated manufacturer of food processing equipment and is the leading manufacturer of slicing and food assembly equipment for companies throughout the world.
Advising Ohio Manufacturer in Investment from Florida Private Equity Firm
In April 2021, Kegler Brown acted as the legal advisor to Abrasive Technology in all aspects of its receipt of a private equity investment from Blue Sea Capital, a private equity firm based in West Palm Beach, that invests in growth-oriented lower-middle-market companies valued up to $250 million. Abrasive Technology, with more than 140 registered patents and trademarks, is a global leader in custom superabrasive grinding wheels and tools.
Sale of Northeast-Based HVAC Distributor
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.
Sale of Kent Water Sports to Seawall Capital
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.
Sale of Ohio-Based Pavement Striping Company
Kegler Brown acted as the legal advisor to Griffin Pavement Striping, a leading provider of road, highway and airport line striping in all aspects of its September 2020 sale to Frontline Road Safety, a portfolio company of The Sterling Group. The Sterling Group is a private equity investment firm that targets controlling interests in basic manufacturing, distribution and industrial services companies. Sterling intends to build Frontline into the leading platform for road safety solutions providers with best-in-class local execution capabilities. Sterling has a long history of partnering with entrepreneurs and management teams to support the growth of their businesses.
Established Automotive Client Expands Portfolio with New Dealership Acquisitions
Kegler Brown served as the exclusive buy-side legal counsel for Germain Automotive Partnership in its acquisition of Michigan-based Spartan Toyota, Wolverine Toyota, and Lexus of Ann Arbor automobile dealerships, along with the related real estate from Spartan Auto Group. Germain Automotive Partnership now owns 16 automobile dealerships across Ohio, Florida, and Michigan. These Michigan acquisitions marked the group's first since it acquired a Lincoln store in Florida in December 2021, as confirmed by the company. In November 2019, Germain Automotive Partnership purchased five dealerships in Columbus from Sonic Automotive Inc. Kegler Brown has been Germain's buy-side counsel for all of its acquisitions since 2019.
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.
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.
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.
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.
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.
$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.
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.
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.
Leading Refrigeration Company Merger
Kegler Brown represented Refrigeration Systems Company and its principal shareholders in the merger of the company with Manweb Services Inc. (d.b.a., Frieje Engineered Solutions). Refrigeration Systems, founded in 1961, provides customized refrigeration engineering, preventive maintenance and repair as well as design/build services for industrial clients in the food distribution and food processing industries. Freije Engineered Solutions is a nationally recognized specialty engineering, service and installation firm providing value-added infrastructure services. Financial terms of the March 2013 transaction were not disclosed.
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 to Leading Food Service Company
In August 2012, Kegler Brown’s transactional attorneys represented Kettle Creations Inc. and its principal stockholders in connection with the sale of its business and the majority of its assets to Bob Evans Farms Inc. (NASDAQ: BOBE). Terms of the August 2012 transaction were not disclosed. Kettle Creations produces and sells refrigerated mashed potatoes, rice and pasta side dishes. Bob Evans Farms Inc. (NASDAQ: BOBE) owns and operates full-service restaurants under the “Bob Evans” brand name.
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.