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.
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.
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
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.
100% Sale of Pet Cremation Service
Kegler Brown represented a leading provider of pet cremation services in the Southeastern Ohio region in connection with the sale of its business.
Sale of Energy Efficiency Business to Global Steel Manufacturer
Kegler Brown represented a leading energy efficiency solutions provider in its sale to a global steel manufacturer. Terms of the March 2012 transaction were not disclosed.
Leveraged Buyout of Industrial Contractor
Our firm represented the management team in a leveraged buyout of a leading turn-key industrial machinery maintenance and installation contractor. Terms of the February 2012 transaction were not disclosed.
Leveraged Debt and Equity Recapitalization
In August 2011, the attorneys at Kegler Brown represented a leading digital marketing agency in its sale of a minority equity interest to a Boston-based private equity firm and a related, leveraged debt recapitalization.
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.
$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.
Strategic Acquisition of New York Advertising Agency
Kegler Brown represented Resource Ventures, Ltd. (d/b/a Resource) in the acquisition of Ammirati, a New York-based advertising agency. Resource is a digital marketing agency based in Columbus, Ohio. Ammirati, which was founded in 2002, most recently worked with Jerry Seinfeld on the web series "Comedians In Cars Getting Coffee," and launched a new ad campaign for beer client Labatt during the Super Bowl. In addition, the firm works with Coca-Cola (Fuze, Vitaminwater, Gold Peak Tea), Seagram's, Nintendo, Pirate's Booty, Remy Cointreau, Schwinn and Sweet'N Low. The details of the transaction were not disclosed.
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.
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.
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.
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.
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.
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.
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.