Acquisition of U.S.-Based IT Services Provider by Indian Software Firm
Kegler Brown Hill + Ritter recently
served as buy-side counsel for Sonata Software, a leading global IT software
services and solutions provider based in India, in its acquisition of
U.S.-based Sopris Systems, a Microsoft Dynamics 365 Field Services partner.
Throughout this acquisition, our team provided guidance and due diligence to
Sonata on issues including but not limited to tax, equity structuring,
intellectual property, and employment and labor.
The acquisition will
strengthen Sonata’s U.S. Dynamics footprint and expand the Dynamics 365
capabilities making Sonata one of the strongest and largest Dynamics 365
partners globally with depth of services and breadth of industries and IP.
Acquisition, Refinancing, and Spin-off of Non-core Assets for West Virginia-based Beverage Distributor
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.
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.
University Cross-Border Technology Licensing + Export Compliance
Early in 2017, Kegler Brown represented a public university with their analysis of U.S. export control obligations related to entering into cross-border licensing agreements and the release of related technology.
Cross-Border Data Breach Response
Kegler Brown represented a large U.S.-based global payment processor in identifying the scope of and responding to cross-border data incidents and breaches. Our involvement included the preparation and review of key public-facing communications, analyzing contractual obligations and the assessment of all applicable cross-border regulatory obligations, including applicable breach notification requirements.
Creation of Anti-Corruption Policy for Multinational Company
Our firm’s global business team represented a multinational financial services firm in the development of its anti-corruption policy in 2016. Our involvement included the analysis of the organization’s cross-border operations and U.S. Foreign Corrupt Practices Act, the UK Bribery Act, and India’s Prevention of Corruption Act.
Export + International Trade Compliance Advice for University Client
In 2016, Kegler Brown represented a public university with the analysis of obligations under the U.S. Department of State, International Traffic in Arms regulations (ITAR), U.S. Department of Commerce, Export Administration Regulations, and sanctions administered by the U.S. Department of Treasury, Office of Foreign Assets Control related to the release of technology and software to certain countries outside of the United States.
Development of Iran Market Entry Plan for U.S. Client
Kegler Brown represented a U.S.-based company in the development and analysis of its Iran market entry strategy. Our involvement included the analysis of applicable sanctions on Iran and the Joint Comprehensive Plan of Action (JCPOA).
Export Compliance Program Development for a Public University
Since 2013, our firm has represented a public university in the U.S. with the development and operation of an Export Compliance Program. Our role included providing strategic assistance with the creation of risk assessments, as well as advice related to the formation of an export compliance task force. During this process, we assisted with the identification and analysis of export activities throughout the university, the identification and assessment of existing compliance capabilities, and the development of the export compliance program. We continue to provide ongoing training and assistance related to the implementation and assessment of the program.
Iran Sanctions and Export Compliance Analysis for University Client
In 2016, Our Globalization of Education lawyers assisted a private U.S.-based university with the analysis of regulatory obligations related to the transfer of information to and the provision of services in Iran. Our team provided guidance with U.S. export control self-classification processes and advice related to all U.S. Department of State, Directorate of Defense Trade Controls commodity jurisdiction requests, and U.S. Department of Commerce, Bureau of Industry and Security commodity classification requests.
Providing Strategic Counsel for a Global Online Payment Company
Led by Vinita Mehra, Kegler Brown has become outside general counsel to a large, international online payment processing company that operates in more than 196 countries. Our role involves a close partnership with the leadership team and advising on a comprehensive range of corporate and company governance issues. Projects for this client include assisting on key tax and regulatory issues in setting up operations in India for an online payment service, as well as managing the company’s comprehensive global IP portfolio.
India Lease Management for Global Clinical Services Company
In 2016, Kegler Brown advised a global healthcare + pharmaceutical research and services provider, and its international subsidiaries in India, on critical leases for property located in four different cities in India valued at several million dollars. Our lawyers managed the regulatory, tax and complicated contractual issues for each transaction and continue to assist and advise on ongoing operations in India, including but not limited to labor law, tax, regulatory, data protection and IP issues pertaining to its operations.
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.
Strategic Acquisition for Startups.co
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.
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.
Federal Export Investigations Assistance
From 2015-2016, Kegler Brown assisted a global freight forwarding company with U.S. Department of Homeland Security, U.S. Department of State, and U.S. Department of Treasury export investigations.
Homeland Security Compliance + Communications for University Client
A public university utilized Kegler Brown’s representation in response to inquiries by the Department of Homeland Security related to restricted research access. Our involvement included the analysis of both contractual and compliance obligations and strategic advice related to communicating with applicable government authorities.
Tax-Free Merger of Wearable Technology Company
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.
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.
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.
Acquisition of Polyolefin Films Plant and Related Business Assets from Public Company
Through the end of 2014 into early
2015, we advised Brazil-based packaging manufacturer Valfilm on all aspects of a
multi-million dollar acquisition of a polyolefin films plant in Findlay, Ohio, as
well as related business assets, from The Dow Chemical Company. This included
providing guidance on transaction and organizational structures, tax credits, intellectual
property matters, real estate issues and environmental compliance. We also
assisted with risk management and transition and post-closing operations.
took ownership of the plant in early 2015 with plans to double its employment.
Cross-Border Data Transfer Compliance and Contractual Analysis for Global University
Members of Kegler Brown’s Globalization of Education team represented an Ireland-based private university in the analysis of legal and contractual obligations related to the cross-border transfer of information and the provision of services.
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.
Trailer + Trucking Industry Merger
Kegler Brown represented Ridge Corporation in connection with its strategic merger acquisition of Freight Wing, Inc. and its aerodynamic truck skirt line of business. Ridge Corporation, based in central Ohio, is an innovative company producing lining systems for the trailer and truck body industry. Financial terms of the April 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.