Mergers and Acquisitions

We have considerable experience in nearly every form of transaction, including:

• Stock and asset acquisitions
• Mergers

• Friendly and hostile corporate takeovers, with notable experience involving the Ohio anti-takeover statutes

• Divestitures and corporate spin-offs
• Leveraged recapitalizations
• Venture capital and private equity investments
• M&A related restructurings
• Joint ventures and strategic alliances
• Going-private transactions
• Public/private partnerships

We represent our clients in all phases of a transaction, from the structuring and planning through the due diligence, negotiation, execution and implementation of a transaction.  Our M&A attorneys are experienced in leading a transaction and efficiently completing the deal.  Recognizing that each transaction presents unique issues and challenges, our M&A team includes attorneys with experience in tax (including federal, state and local), litigation, employee benefits, labor and employment, environmental, finance, real estate, antitrust, securities, information technology and cybersecurity, intellectual property, immigration, corporate governance and compliance, bankruptcy, and regulatory aspects of a transaction.  We also have considerable experience coordinating with other law firms in a co-counsel or local counsel capacity, especially as it relates to Ohio’s complex anti-takeover statutes.

• Air Transport Services Group in its $3.1 billion go-private acquisition by Stonepeak Partners, LP
• Worthington Industries, Inc., in its spin-off of Worthington Steel, Inc., as an independent, publicly traded company
• Worthington Industries, Inc. and Worthington Specialty Processing, a consolidated joint venture of which a subsidiary of Worthington Industries owns a controlling interest, in the sale by WSP of its remaining steel processing facility, located in Jackson, Michigan, and certain associated assets, to an affiliate of Marubeni-Itochu Steel America Inc. for net cash proceeds of approximately $21.3 million
• Worthington Industries, Inc. in multiple transactions by its business segments and joint ventures, including the recent acquisitions by its Consumer Products business segment of Level5® Tools, LLC and of General Tools & Instruments Company LLC and by its Steel Processing business segment, together with its consolidated joint venture TWB Company, L.L.C., of certain assets of the Shiloh Industries U.S. BlankLight® business
• The Sherwin-Williams Company in its acquisition of Tennant Coatings, a national cleaning equipment and coatings systems manufacturer
• A New York-based private equity firm and its portfolio companies in nearly 100 acquisitions of service-related companies located across the United States
• Boone County Distillery in its joint venture with Coup de Foudre LLC to produce Steph Curry’s “Gentleman’s Cut” Bourbon
• First Financial Bank in its acquisition of Bannockburn through a merger of Bannockburn into the bank
• Bravo Brio Restaurant Group in its sale to Spice Private Equity, a Swiss investment company
• Bob Evans Farms, Inc. in its acquisition of Pineland Farms Potato Company, Inc., its acquisition of Kettle Creations, Inc., and its sale of 145 Mimi’s Cafe restaurants to Le Duff America, Inc.
• M/I Homes, Inc. in its acquisitions in Detroit, Michigan; Minneapolis, Minnesota; Orlando, Florida; Houston, Texas; and San Antonio, Texas
• Worthington Enterprises, Inc. in its acquisition of an outdoor cooking products business
• Tailored Brands, Inc., and its subsidiary, The Men's Wearhouse, Inc., in the sale of its corporate apparel business to a group led by the existing U.K. corporate apparel executive team
• Air Transport Services Group, Inc. in its acquisition of Omni Air International
• R.G. Barry Corporation in multiple mergers and acquisitions, including: its sale to MRGB Hold Co., an affiliate of Mill Road Capital; its acquisition of Foot Petals; and its acquisition of Baggallini
• The Scotts Company LLC in its sale of Smith & Hawken, Ltd. to Target Brands, Inc. and in its merger with Miracle-Gro and acquisitions of Ortho^®, Smith & Hawken^®, Morning Song^® and marketing rights to Roundup^®
• Myers Industries, Inc. in multiple acquisitions, including its purchase of the assets of Mohawk Rubber Sales of New England Inc., Trilogy Plastics and Signature Systems
• A private-equity-owned sweeping-services company in its acquisition of dozens of entities
• Safelite Group, Inc. in all of its acquisitions of regional vehicle glass repair and replacement companies located across the United States
• Plaskolite, Inc. in its acquisitions of a division of Rotuba Extruders, Inc., a division of Bayer, a division of Pexco LLC, and certain product lines from Specchidea S. R L.
• Advanced Drainage Systems, Inc. in its acquisition of Inlet & Pipe Protection, Inc.
• A. Schulman, Inc. in its acquisition of ECM Plastics, Inc. and its acquisition of ICO, Inc.
• L Brands, Inc. in its sale of its Express and Limited Stores brands, as well as in acquisitions for its Bath & Body Works and Victoria’s Secret brands
• Big Lots, Inc. in its acquisition of Liquidation World Inc., a publicly-traded company on the Toronto Stock Exchange
• Rolls-Royce Corporation and Rolls-Royce Energy Systems, Inc. as U.S. counsel in connection with the sale of Rolls-Royce’s energy gas turbine and compressor business to Siemens Energy, Inc.
• Thirty-One Gifts, LLC in its acquisition of Jewel Kade Holdings LLC and its acquisition of Rendi LLC
• White Oak Partners in the sale of Paradigm Intermediate Holdings LLC and Magnolia Windows & Doors LLC
• CBC Companies in its acquisition of Kroll Factual Data, Inc.
• Diamond Hill Investment Group Inc. in its sale of an ancillary financial services business
• Holophane Corporation in its sale to National Services Industries, Inc.
• The Ohio State University in a strategic alliance with the H. Lee Moffitt Cancer Center and Research Institute Hospital, Inc. to accelerate discoveries in cancer research
• An industry segment leading distributor of Parker Hannafin and other hydraulic, hose, connector and electro-mechanical products and related tools in its sale of assets to a public company in the aerospace and industrial distribution markets
• Safety Solutions, Inc. in its sale to W.W. Grainger, Inc.
• Salt Run Capital, Inc. in its sale of The Oxford Oil Company, LLC to Eclipse Resources I, LP
• Showa Aluminum in the spin-off and sale of its global heat exchanger business to a Japanese corporation
• Click here for a comprehensive list of representative financial institution mergers and acquisitions