Corporate & Securities
"
The team is thoughtful, detailed and knowledgeable about the relevant requirements
"
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Corporate & Securities client, Chambers USA
Our Corporate & Securities practice is recognized by Chambers®. The firm is also ranked nationally in Corporate Law, Litigation - Mergers and Acquisitions, Securities/Capital Markets Law and Securities Regulation by 2025 Best Lawyers® “Best Law Firms.”
Representing
- Publicly and privately held corporations
- Financial institutions
- Merchant and investment bankers
- Partnerships and proprietorships
- Venture capitalists
- Entrepreneurs
Matters Include:
- Mergers, acquisitions, and divestitures
- Public offerings and private placements of securities
- PIPEs (private investment in public entity)
- Bank and other institutional borrowings
- Domestic and international joint ventures
- Asset backed financings and securities
- Venture capital financings
- Distribution agreements
- Licensing agreements
- Partnership agreements and shareholder agreements
- Non-competition and confidentiality agreements
- Regulatory compliance advice
- Employment contracts
- Contract negotiations
- Workouts and restructurings
- Mutual funds
- General business counseling
Corporate Governance
Benesch’s representation of clients on securities, corporate governance, and compliance matters is a significant portion of the firm’s full-service corporate practice. We counsel clients in reviewing, rules checking, and filing 10-Ks and 10-Qs and we also work with clients in the drafting, reviewing, rules checking, and filing of proxies, 8-Ks, and other SEC filings, including Section 16 filings. We help our public company clients stay current on the ever-shifting securities, corporate governance, and compliance matters that arise in the operations of their businesses, including:
- Exchange rules and requirements
- Board committee charters and duties
- Board and committee education
- Fiduciary duties of directors
- Director independence
- Codes of ethics and corporate governance guidelines
- Investor relations
- Shareholder activism/proxy contests
- Disclosure and disclosure controls
- Document retention policies
- Other corporate compliance matters (e.g., FCPA)
Securities
Benesch is experienced in representing public companies. Our attorneys are experienced in handling equity and debt offerings, tender offers, proxy contests, and representing issuers, boards of directors, underwriters, officers, significant shareholders, and investors. While the enactment of The Sarbanes-Oxley Act (“SOX”) in 2002 and the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”) in 2010 focused a good deal of attention on the area of corporate compliance and governance, the representation of publicly traded companies has been a significant portion of our corporate practice for many years. We continually monitor the regulatory aspects of corporate compliance and we advise our clients on changes and pending legislation that is applicable to their businesses. Additionally, we assist numerous companies in filing 10-K’s, 10-Q’s, 8-K’s, proxies, and other SEC filings.
Our securities practice includes SOX and Dodd-Frank compliance, ‘34 Act reporting, NYSE/NASDAQ rules/requirements, committee charters/duties, compliance programs, board education, and investor relations.
Corporate Finance Matters
Benesch has been a significant participant in the financing of various corporations. Our department of approximately 50 corporate attorneys and paralegals handle strategic transactions for our clients domestically and abroad. Our transactional experience allows us to partner with our clients as they grow and execute their strategic plans. We provide clients with legal counseling at all levels of a company’s transactional strategies and capital structure, including senior debt, common stock, preferred stock, and subordinated debt arrangements, as well as merger, acquisition, joint venture, and strategic alliance activity.
Representation of participants has covered the full gamut of parties, including borrowers, institutional lenders, governmental agencies, national and regional underwriters, banks, private equity, and mezzanine investors. Over time, the opportunity to represent all facets of transactions has provided the firm with a depth and insight into what is required to bring successful closure to a deal.
Private Equity
One of Benesch’s core competencies is the representation of private equity firms, including leverage buyout firms, growth equity firms, mezzanine funds, and portfolio companies located both domestically and off shore, in the acquisition, financing, operation, and ultimate disposition of their assets and in the formation and ongoing operation of the fund itself.
We believe that our private equity practice is differentiated from that of our competitors because of our focus on the middle market, our ability to represent portfolio companies post-acquisition on a responsive and affordable basis, our CEO-centric program, and our commitment of always staffing projects with teams led by senior attorneys that are actively involved in the process.
We offer a strong CEO-centric program, where we team successful CEOs with private equity firms to create industry-focused transactions. We actively identify and qualify these CEOs before introducing them into CEO-centric private equity firms. In addition, we provide an ongoing program to attract managers who are considering MBOs of their operating companies.
Experience
- Represented a multinational food delivery company in negotiating various contracts with merchants and vendors.
- Represented a private equity client in its acquisition of a borehole drilling company.
- Represented a private equity client in its acquisition of an automated door installation and maintenance company.
- Represented an automobile franchise buyer in an acquisition of distressed assets.
- Represented Bayou City Hospice in its formation and acquisitions of Texas-based hospice and home health care providers.
- Represented Falcon Plastics, an injection molding business, in its acquisition of Poly-Cast, Inc. and Prime Source PDX, LLC.
- Represented Marcus Thomas, a full-service marketing and advertising agency, in its recapitalization transaction with Svoboda Capital Partners, a private equity firm.
- Represented Alpine Investors and its portfolio company Ascend, a provider of practice management services to accounting businesses, in an add-on acquisition.
- Represented NWN Corporation in its acquisition of Leverage Information Systems, Inc., a company engaged in technology-based hybrid IT business solutions.
- Represented a private equity buyer in its acquisition of a wholesale distributor of pipes, valves, and fittings for an enterprise value of $190,000,000.00.
- Represented a private equity portfolio company in the $37 million acquisition of an automatic door installation company.
- Represented Gridiron Capital in the sale of Foundation Wellness, a leading consumer wellness platform that designs, manufactures, markets, and sells high-value branded wellness products, to Bansk Group.
- Represented Bain Capital in its $250 million growth investment in Cuisine Solutions.*
- Represented Curewell Capital in its growth equity investment in WeInfuse.*
- Represented FFL Partners, a private equity firm, in numerous transactions, including:
- its strategic investment in Abacus Group.*
- its investment in Optomi.*
- its investment in ALKU.*
- its acquisition of Bacharach and the subsequent acquisition of Neutronics, and subsequent sale of Bacharach.* - Represented Footprint in connection with $1.6 billion combination with Gores Holdings VIII, Inc. and related equity financings.*
- Represented Francisco Partners in its acquisition of NMI, and subsequent add-on acquisition of Creditcall.*
- Represented GLP in numerous growth equity and venture investments.*
- Represented HGGC, a private equity firm, in numerous transactions, including:
- its $555 million take-private acquisition of RPX (NASDAQ: RPXC).*
- its $825 million take-private acquisition of Monotype Imaging Holdings.*
- its $446 million take private acquisition of Nutraceutical (NASDAQ: NUTR).*
- its acquisition Beauty Industry Group.* - Represented Integrity Marketing Group, a portfolio company of Harvest Partners and HGGC, in numerous acquisitions, including its acquisition of National Agents Alliance.*
- Represented K1, a leading B2B Enterprise SaaS Software investment firm, in numerous transactions, including:
- its co-sale of Zapproved, Inc. alongside Vista Equity Partners*
- $375 million acquisition of Digital Safe business by Smarsh, Inc.*
- acquisition of Ria in a Box by ComplySci*
- acquisition of Lever by Employ Inc.* - Represented Katerra in its recapitalization by the SoftBank Vision Fund.*
- Represented Luminate Capital Partners in numerous transactions, including:
- its sale of AutoQuotes to TA Associates.*
- its strategic investment in Quantivate.*
- its strategic investment in Thought Industries.*
- its strategic investment in LiquidFrameworks.*
- its strategic investment in Fintech.* - Represented Marlin Equity Partners, in its sale of AdvancedMD to Global Payments Inc. (NYSE: GPN).*
- Represented MRI Software, a portfolio company of GI Partners and TA Associates, in its acquisition of Qube Global Software, one of the world’s leading suppliers of property and facilities management software.*
- Represented SoftBank Vision Fund and its affiliates in numerous transactions, including:
- its investment in ParkJockey (now REEF Global) and ParkJockey’s and Mubadala’s acquisition of Citizens Parking and Imperial Parking.*
- its investment in Zume Pizza.* - Represented Sumeru Equity Partners in its acquisition of 3Gtms, Inc.*
- Represented Triton and its portfolio company DeepOcean in the acquisition of Texas-based Delta Subsea LLC from CSL Capital.*
- Represented Vista Equity Partners in numerous transactions, including:
- its portfolio companies in connection with its acquisition of the businesses that compose the Daily Mail and General Trust PLC educational technology unit, Hobsons.*
- in recapitalization of iCIMS with TA Associates and subsequent add-on acquisitions of SkillSurvey.* - Represented Waybill USA Inc in its acquisition of Luvata’s North American Tubes operations from Nordic Capital.*
- Represented Willoughby Capital in multiple growth-equity investments across various industries.*
- Represented Working Group Two, a provider of a cloud-based core network platform for mobile operators, in its $150 million sale to Cisco Systems.*
- Represented a private equity sponsored buyer in its acquisition of a provider of medical communications, marketing and education services.
- Represented the buyer in its acquisition of a manufacturer of aerospace and aviation components.
- Represented Sequoia Financial Group, a leading financial service firm, in its acquisition of Karpas Strategies, a prominent wealth management firm.
- Represented Loar Holdings Inc., a diversified manufacturer and supplier of niche aerospace and defense components, in its acquisition of Applied Avionics, Inc., a manufacturer of highly engineered avionics interface solutions catering to the aviation industry, valued at $385 million.
- Represented Qualus Power Services, a portfolio company of New Mountain Capital, in its acquisition of The Asset Company, PLLC (d/b/a ASSET Engineering), a provider of specialized engineering services to utilities, renewable and energy storage developers, and industrial clients throughout the United States.
- Represented Qualus Power Services, a portfolio company of New Mountain Capital, in its acquisition of Linda Rogers & Associates, a specialized advisory, program management, and engineering firm with differentiated capabilities in information technology, regulatory compliance, and cybersecurity, in support of critical power infrastructure and network resiliency and reliability.
- Represented Trivest in the platform acquisition of Province, a leading and nationally recognized restructuring and advisory firm.
- Represented the Buyer in its acquisition of a company engaged in the sale and servicing of first responder vehicles.
- Represented a private equity sponsored buyer in its carve-out acquisition of service center locations from an industry-leading manufacturer of environmental and refuse equipment, in connection with and in addition to the negotiation of a multi-state distributor relationship between such buyer and manufacturer.
- Represented an Ohio based Professional Employment Organization (PEO) in the sale of the company to a national PEO based on the West Coast.
- Represented the Buyer in its acquisition of the equity of an HVAC company located in Georgia.
- Advised Radiological Service Training Institute (RSTI) in its sale of 100% of its equity interests to PartsSource, a Bain Capital-backed platform. RSTI is in the business of providing radiological training products and services.
- Represented Weinberg Capital Group, in its acquisition of Salt River Aviation, LLC, a niche provider of Auxiliary Power Units, APU teardown and disassembly services, APU Subcomponents and other airframe parts and components, targeting some of the largest commercial aircraft platforms today, including the Boeing 737 and Airbus A320 families.
- Represented Weinberg Capital Group and its platform company, Salt River Aviation, LLC, in its add-on acquisition of Phoenix Aviation Services, LLC d/b/a Aviocraft, a premier maintenance, repair and overhaul ("MRO") provider specializing in batteries, chargers, communication devices, galley, relays and other aircraft accessories.
- Represented a BainCapital portfolio company in its acquisition of an educational consulting company.
- Represented the seller in its sale of a provider of digital forensics and investigation, electronic data processing and hosting, and cybersecurity services to a private-equity-backed buyer.
- Represented the buyer in its formation and acquisition of an absence-management and mass-notification business.
- Represented a private equity backed portfolio company in its acquisition of an underground infrastructure company.
- Represented a healthcare focused private equity backed portfolio company in its acquisition of a medical device communications company.
- Represented a private equity backed portfolio company in its acquisition of an alarm security company.
- Represented an engineering consulting company in its sale to an environmental, engineering and technical consulting company, as well as a related spin-off deal.
- Represented Loar Holdings Inc. in its initial public offering.
- Represented Solidion Technology, Inc. (“Solidion”), a leading advanced battery technology solutions provider, in the pricing of a private placement totaling $3.85 million. In connection with the private placement, Solidion will issue units, each consisting of one share of common stock, two common warrants each exercisable for one share of common stock, and one common warrant at an exercise price of $0.0001 to purchase such amount of shares of common stock as will be determined on the relevant reset date.
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Represented Clarendon Capital in its platform acquisition of a transportation logistics company focused on alcoholic beverage delivery.
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Represented Stonehenge Partners in its investment into Stratus Surfaces, LLC, an importer and distributor of high-grade natural stone, quartz and porcelain slabs and related products used in residential and commercial construction and remodeling projects.
- Represented private equity sponsor in connection with its acquisition of a provider of mental and behavioral health services for adolescents and young adults and numerous add-on acquisitions.*
- Represented private equity sponsor in connection with its investment into a dental service organization providing services to a large oral surgery group in New Jersey.*
- Represented a clinician-led mental health organization in connection with numerous acquisitions and expansions.*
- Represented one of the largest and progressive radiology groups in its acquisition of, and partnership with, various physician radiology practices across the United States.*
- Represented private equity sponsor in its equity investments in each of a registered investment advisor and broker-dealer, and a leading national insurance broker.*
- Represented private equity sponsor in its acquisition of a widely recognized leader in water infrastructure operation and infrastructure management services.*
- Represented private equity sponsor in connection with its acquisition one of North America’s leading providers of burial and cremation products.*
- Represented private equity sponsor in connection with acquisitions of numerous warehouse, 3PL and other logistics and transportation providers.*
- Represented a premier architecture and strategic consulting firm in its acquisitions of various engineering and architecture companies.*
- Represented private equity sponsor in connection with acquisition of a behavioral health management company.*
- Represented private equity sponsor in its acquisition of a world leader in integrated software for textile supply chains.*
- Represented two private equity sponsors in the sale of portfolio of a software-based service provider company.*
- Represented private equity sponsor in its acquisition of a leading spinal solutions medical device maker.*
- Represented private equity sponsor in its acquisition of an Australia-based mining and materials company.*
- Represented a mortgage lender in its acquisition of an online consumer-direct mortgage lender.*
- Represented private equity sponsor in its acquisition of substantially all of the assets of the business of a premium outdoor apparel outfitter.*
- Represented private equity sponsor in both its acquisition and sale of a software company focusing on meeting and event management.*
- Represented private equity sponsor with its acquisition of a fast-casual Tex-Mex restaurant chain.*
- Represented private equity sponsor in its simultaneous acquisitions of an oncology practice service provider and a group purchasing organization.
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The Carlyle Group and Stellex in the acquisition of Vigor Industrials and MHI Holdings, as well as the creation of Titan Acquisition Holdings, a leading provider of ship repair and specialty fabrication services to government and commercial customers.*
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The Carlyle Group, and its affiliated independent power producer and power generation asset, Cogentrix Energy Power Management, LLC, on its acquisition of Altura Cogen and Cedar Bayou 4 facilities located in Texas.*
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Butterfly Equity and its portfolio company, Bolthouse Farms, on its acquisition of Evolution Fresh, Inc. from Starbucks Corporation.*
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Platinum Equity Partners in its acquisition of HarbisonWalker International, a supplier of refractory products and services.*
- Global Infrastructure Partners in its $12.5 billion sale of its business to BlackRock, Inc. (NYSE: BLK).*
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CVC Capital Partners in its acquisition of a majority stake in Teneo, an advisory and consulting firm.*
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ArcLight Capital Partners in a variety of matters, including:
- Its establishment of infrastructure and energy portfolio manager AlphaGen.*
- Its joint venture investment with Celsius Tankers to fund the construction and development of two LNG carriers.*
- Its investment in OnPoint Energy, a retail electric provider focused on residential, commercial and industrial retail electricity solutions.*
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Sentinel Capital Partners in a variety of matters, including:
- Its $1.1 billion sale of its portfolio company, ECM Industries to nVent Electric plc.*
- Its acquisition of Online Labels Group, a provider of label products through online and direct sales.*
- Its acquisition of SmartSign, an online provider of safety, regulatory and compliance signs, labels and tags.*
- Represented Honeycomb Battery Company, an electric vehicle battery technology company carved out from its parent Global Graphene Group, Inc., in its completed business combination with Nubia Brand International Corp., a special purpose acquisition company, to form a new Nasdaq-listed company known as Solidion Technology, Inc., including restricted securities issuances and corporate governance matters.
- Represented a fire sprinkler company located in Albany, New York in its sale of equity to a publicly traded company.
- Represented Buyer in its acquisition of substantially all of the assets of a heating and hvac company in Jacksonville, Florida.
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Represented the buyer in its acquisition of the majority interest in a plumbing and HVAC repair and contracting company located in Tennessee.
- Represented a steel manufacturing company in a $22 million sale of its alloy extrusions businesses to a strategic purchaser.
- Represented the buyer in its acquisition of a pet treat manufacturing company, a transaction which included a rollover of equity interests.
- Represented Chart Industries, Inc. (NYSE: GTLS) in the divestiture of its cryobiological products business (MVE Biological Products) to Cryoport, Inc. (NASDAQ: CYRX) for $320 million.*
- Represented The Kleinfelder Group, Inc. in acquiring a full-service engineering and consulting firm that provides solutions to natural gas utilities and pipeline operators.*
- Represented a global insurance brokerage and risk management services firm in a carveout acquisition of an insurance agency from a bank.*
- Represented Concentric Equity Partners in its acquisition of a multi-store boat dealer and marine services provider.*
- Represented Chart Industries, Inc. (NYSE: GTLS) in its acquisition of Howden, for approximately $4.4 billion.*
- Represented a global leader in the formulation, development and manufacture of performance polymer solutions in its acquisition of a developer of premium thermoplastic elastomer (TPE) materials for manufacturers across a diverse range of industries throughout North America, Asia and Europe.
- Represented a private equity-back manufacturer of machine tools in its acquisition of a manufacturer of plastic injection molding & precision machined components for telecom equipment.
- Represented a public, world-leading polymers group in its acquisition of a provider of high-quality thermoplastic elastomers for all size orders across the United States.
- Represented a global leader in labeling and packaging materials in its acquisition of a leading provider of sports apparel customization & retail experience technology.
- Represented a publicly listed global manufacturer in the acquisition of a North America-based manufacturer of industrial motion components primarily used in the energy industry.
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Represented lenders in commercial loan transactions involving swap arrangements and middle market asset-based lending.*
- Represented a publicly traded company in connection with its $125,000,000 credit facility.*
- Represented the seller in the sale of its insurance agency to a global insurance brokerage.*
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Represented the buyer in its acquisitions of a series of national restaurant franchises.*
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Represented the seller in the sale of its specialized freighting company.*
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Represented investment fund in tax-advantaged loans to small businesses.*
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Represented the buyer in its acquisitions of pet resorts.*
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Represented the buyer in its acquisition of a manufacturer of cargo-control and related products.
- Represented the buyer in its acquisitions of multiple behavioral health practices throughout the country.
- Advised a French multinational holding and conglomerate specializing in luxury goods in its acquisition of a hospitality and leisure company, owners, part-owners or managers of 45 luxury hotel, restaurant, train and river cruise properties, a USD 3.2 billion enterprise value transaction.*
- Advised a high-tech company in the acquisition of a leading supplier of high-quality seals and components, from a global leading medical device manufacturer and an international investment manager.*
- Advised a German-based manufacturer of building materials operating more than 220 factories worldwide, in its proxy contest and subsequent acquisition of a Chicago-headquartered industry-leading manufacturer of building products and innovative solutions, a USD 7 billion enterprise value transaction.*
- Advised a leading full-service real estate investment and management company on the sale of its US wealth distribution and asset management business to one of the largest asset managers; and in connection with its REIT self-administration and merger transactions and their respective external advisors in connection with the formation of one of the largest healthcare-focused real estate investment trusts, a USD 4.2 billion REIT.*
- Advised a multinational confectionery, food, holding, beverage and snack food company based in Chicago in the pending sale of a brand of sugar-free chewing gum, a brand of chewing gum and breath mints and other gum brands in developed markets to one of the world's largest manufacturers and distributors of confectionery and chewing gum for USD 1.35 billion; its acquisition of a significant majority interest in a UK leader in high-protein bars; and its acquisition of a California-based pioneer in refrigerated nutrition bars.*
- Advised an independent international French-based pharmaceutical company, in its acquisition of a leading global biotechnology company focused on rare diseases, a transaction valued at USD 2.4 billion; and its acquisition of a pharmaceuticals’ oncology business including its commercial, clinical and research-stage oncology portfolio for up to USD 2 billion, including an upfront payment of USD 1.8 billion and a potential USD 200 million in regulatory milestone, plus royalties.*
- Advised a Japanese company which focuses on correspondence education and publishing in connection with the sale of a language education and leadership training company to a language school, creating one of the largest language education groups in the industry.*
- Advised a real estate investment management company in connection with its REIT self-administration and merger transactions to create a USD 3 billion REIT; and in the sale of its US wealth distribution and asset management businesses to a leading private equity firm.*
- Advised a middle-market private equity firm in its acquisition of an automotive sensor provider.*
- Advised a multinational medical devices and health care company in connection with a European joint venture transaction involving a leading generics manufacturer; and in the sale of an Argentinian business line.*
- Advised a Danish international pharmaceutical company in the acquisition of a company committed to migraine treatment and prevention, a transaction valued at USD 1.95 billion (including CVR consideration); and in the sale of its interest in a clinical-stage biotechnology company focused on the phase III development of a product candidate for treatment of chronic AMR, to one of the world's largest plasma collection networks, CSL Plasm.*
- Advised a global company specializing in credit & business information systems on the sale of its Lending Solutions Divisions to a leading private equity firm.*
- Represented the buyer in its acquisition of a business segment from a diversified manufacturer.
- Represented the buyer in its acquisition of a developer of metal injection molded components.
- Represented the buyer in its acquisition of a distributor of lifting products and accessories.
- Represented the buyer in its acquisition of substantially all of the assets of a neighboring machine shop.
- Represented the buyer in its add-on acquisition of a provider of disaster restoration services.
- Represented the buyer in its acquisition of a distribution company representing manufacturers of engines, transmissions and generators.
- Represented the buyer in its acquisition of a provider of mental-health services in the State of Washington.
- Represented the buyer in its acquisition of a provider of mental-health services with a focus on telehealth.
- Represented the seller in its disposition of mining-related real property and assets.
- Represented Thoma Bravo in its $3.8 billion sale of Barracuda Networks, a provider of security, networking and storage products based on network appliances and cloud services, to KKR.*
- Represented GTCR in its $925 million acquisition of EaglePicher Technologies, a provider of mission-critical power solutions for the defense, aerospace and medical end markets, from Apollo Global Management.*
- Represented Clayton, Dubilier & Rice in its acquisition of Vera Whole Health, an advanced primary care provider, and subsequent $370 million take private of Castlight (NYSE: CSLT).*
- Represented Sun Capital Partners in its acquisition of Cotton Holdings, a leading provider of property restoration and recovery and construction services, and subsequent add-on acquisitions of Stellar Restoration Services, Full Circle Restoration Services, Target Solutions and Advanced Catastrophe Technologies.*
- Represented Brightstar Capital Partners in its acquisition of the XLerate Group, a wholesale automobile remarketing platform, from Huron Capital Partners.*
- Represented Centene Corporation (NYSE: CNC) in its acquisition of HealthSmart Benefits Solutions, an independent third-party administrator.*
- Represented Mountaingate Capital in its acquisition of RevUnit, a digital strategy and product studio.*
- Represented Clayton, Dubilier & Rice in its acquisition of PowerTeam Services, an installation and repair service provider for electric distribution and transmission systems, from Kelso & Company.*
- Represented Bain Capital Private Equity firm in its majority investment in Dealer Tire and subsequent add-on acquisition of Dent Wizard International Corporation, the largest provider of automotive reconditioning services.*
- Represented AE Industrial Partners in its acquisition of G.S. Precision, a global leader in the manufacture of high precision machined components and complex assemblies, and subsequent add-on acquisition of F.T. Gearing Systems.*
- Represented Thoma Bravo in its $1.6 billion sale of Planview, a project-management software provider, to TPG Capital and TA Associates.*
- Represented Pangiam, an AE Industrial Partners portfolio company, in its asset acquisition of veriScan, a facial recognition technology, from Metropolitan Washington Airports Authority.*
- Represented Madison Dearborn Partners in its acquisition of Solis Mammography, a leading provider of mammography and breast imaging services, from the Audax Group.*
- Represented AE Industrial Partners in its simultaneous acquisitions and combination of Linkware, a leading provider of custom software solutions and consulting services to federal government organizations, and Pangiam, a security and travel consulting services provider.*
- Represented AE Industrial Partners in its acquisition of Solairus Aviation, a private aviation services company.*
- Represented Mountaingate Capital in its acquisition of The Mars Agency, an advertising and shopping marketing services provider, and its subsequent add-on acquisition of Analytic Index, a next-generation data platform.*
- Represented Apax Partners in its sale of Kepro, a provider of specialty case management, utilization management, maternity management and independent medical reviews, to The Carlyle Group.*
- Represented Thoma Bravo in its EUR 155 million carve-out acquisition of TietoEVRY’s (HEL: TIETO) oil and gas software business.*
- Represented SpringBig Holdings, Inc. (“springbig”) (NASDAQ: SBIG), a leading provider of SaaS-based marketing solutions, consumer mobile app experiences, and omnichannel loyalty programs to the cannabis industry, in the closing of a public offering of 13,061,014 shares of its common stock at an at-the-market public offering price of $0.3037. The offering raised approximately $3 million in gross cash proceeds and, in addition, approximately $1.0 million of existing convertible notes were cancelled in exchange for shares in the offering at the public offering price, which springbig intends to use for working capital and general corporate purposes.
- Represented InvestCloud, a Motive Capital Partners portfolio company, in its acquisition of Advicent, a financial services SaaS provider, from Vista Equity Partners.*
- Represented Clayton, Dubilier & Rice in its $1.5 billion acquisition of Sirius Computer Solutions, a leading national IT solutions integrator, from Kelso & Company.*
- Represented a distributer, importer and seller of cellular accessories, electronics, household, kitchen items, personal care products, toys, mobile lighting, and general merchandise company located in Illinois in its sale of equity to a private equity-backed buyer.
- Represented the buyer in its acquisition of a business engaged in manufacturing custom extruded aluminum products.
- Represented plastics manufacturer of polymer disposable medical consumables in its sale of substantially all of its assets to a subsidiary of an international publicly traded company.
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Represented the underwriters in U.S. dollar, Euro and Swiss franc notes offerings by a global pharmaceutical company to finance acquisition of a pharmaceutical company that acquires, develops, manufactures and markets brand name drugs and medical devices.*
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Represented a leading innovator in the data storage industry in credit facility and high yield notes offerings in connection with acquisition of a flash memory products company.*
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Represented an iconic investment bank in numerous Rule 144A/Regulation S offerings of short-term secured notes.*
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Represented an iconic medical device company in cash and stock acquisition of a manufacturer of medical devices and supplies, including private notes offerings and SEC no-action requests.*
- Represented a national leader in home healthcare and its sponsor in high yield notes offering in connection with the acquisition of the company.*
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Represented a multinational industrial conglomerate in an SEC-registered spin-off of a home technology and smart solutions company, including review of disclosure and governance matters.*
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Represented a provider of investment accounting software for reporting and reconciliation services and its principal sponsors in connection with its IPO and governance arrangements.*
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Represented an American women's retail apparel chain and its sponsor in connection with its IPO, including governance arrangements and ongoing public company advice.*
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Represented a private equity sponsor in a business combination with a SPAC and dual targets, including SEC review during evolving regulatory period.*
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Represented a pure-play public timeshare company in numerous high yield and convertible bond offerings, including distressed secured notes offering during pandemic and review of covenants.*
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Represented a global investment bank in Rule 144A/Regulation S offerings of capital notes and provided ongoing securities law and governance advice.*
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Represented the underwriters in offering by a global insurance company of fixed-to-floating rate subordinated notes with concurrent tender offer.*
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Represented the underwriters in connection with the IPO of a leading pharmaceutical data company.*
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Represented an iconic American department store chain in multiple notes offerings and liability management transactions, including novel distressed secured notes offerings.*
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Represented a producer of inorganic chemicals in redomiciliation from Australia to the United Kingdom and acquisition of a titanium dioxide business, including related securities law matters.*
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Represented the underwriters in numerous SEC-registered shelf takedowns for a global insurance conglomerate, including preferred stock, senior and subordinated notes, and Eurobonds.*
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Represented the shareholders in connection with the IPO of an iconic American apparel manufacturer, including governance matters, dual class capital structure, and registration rights.*
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Represented a global commercial real estate services firm and its principal shareholder in connection with the IPO and debt finance matters, including U.K. restructuring and concurrent private placement.*
- Represented a consortium of investment firms in their agreement to exchange their existing preferred shares in an international insurance group for a combination of cash and newly issued preferred shares in another insurance group valued at $260 million.*
- Represented a global private equity firm in the closing of $155 million of financing for a product information management company.*
- Represented an online travel information and booking company in its $345 million convertible notes offering.*
- Represented a leading provider of electrical balance of systems (EBOS) for solar, energy storage, and eMobility, in its $1.9 billion initial public offering, the largest renewable energy IPO in history.*
- Represented an investment firm in a $6 billion joint acquisition of an extended stay apartment/hotel chain and its related 50/50 joint venture with an investment fund.*
- Represented Gridiron Capital in its acquisition of a HVAC-related services and products provider.
- Represented a leading clean energy corporation in its IPO of common stock.*
- Represented a professional services company specializing in information technology services and consulting in the IPO of an enterprise insurance software company.*
- Represented a provider of mission critical space solutions and high reliability components for the next generation space economy, in its $615 million business combination with a Houston-based investment firm that provides flexible, one-stop debt and equity capital solutions.*
- Represented one of the world's leading private investment firms and a retail tire company in the acquisition of a leader in the automotive reconditioning services market in North America.*
- Represented a leading cloud-based provider of integrated digital human capital and business solutions in its $7.8 billion business combination agreement with a special purpose acquisition company, as well as several senior notes offerings.*
- Represented a leading supplier of structural building products and construction services, in connection with several senior notes offerings and redemptions of outstanding senior notes.*
- Represented a leading provider of benefits administration and cloud-based HR and financial solutions, in its financing vehicles’ offering of $270 million in aggregate principal amount of senior notes due 2025.*
- Represented a multinational satellite services provider and certain affiliates in connection with their Chapter 11 cases in the U.S. Bankruptcy Court for the Eastern District of Virginia.*
- Represented a special purpose acquisition company in its $2 billion business combination with a leading concert, sports and theater ticket marketplace.*
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Represented a special purpose acquisition company in its initial public offering of SAIL℠ securities.*
- Represented the largest retailer of swimming pool supplies and related products in its IPO of common stock.*
- Represented buyer in its equity acquisition of a home improvement company for a purchase price of $61,500,000.
- Represented Olympus Partners and Excel Fitness Holdings in their acquisition of fitness clubs in Texas and Oklahoma.
- Represented SC Holdings and other investors in their purchase of a Major League Pickleball team.
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Represented a strategic buyer in its acquisition of a leading manufacturer of protective outerwear garments for law enforcement agencies.
- Represented Wilderness Trail Distillery, a premium artisan bourbon distillery, in the sale of 70% of its membership interests to Campari, a Milan-based Italian Spirits group, for $600 million in enterprise value.
- Represented buyer in its acquisition of a disaster restoration services company from an ESOP.
- Represented founder in joint venture start-up and capital raise for strategic and creative consultancy.
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Represented a private equity fund buyer in its acquisition of a provider of sports facilities management and advisory services.
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Represented a seller in its sale of equity, equity rollover and real estate for its alloyed and precious metals and adhesives manufacturing company to west coast private equity firm, where the work earned Benesch the opportunity to continue on as counsel for future add-on transactions.
- Represented a large manufacturer of agricultural baler twines and netwrap located in Minnesota in the sale of certain assets to a strategic multi-national company.*
- Represented a security installation company in its strategic acquisitions of assets of companies.*
- Represented a company in the purchase of a Colorado company that is engaged in the business of providing multi-lingual product and service taxonomies.*
- Represented a large manufacturer located in Oklahoma in the sale of certain assets to current management.*
- Represented a California meat packing and distribution company in the sale of its assets to a public company.*
- Represented an Ohio drug safety and metabolism, bioanalytical services and agrochemicals company in the sale of its units to a multi-national CRO and clinical trials management company.*
- Represented an Ohio company in its acquisition of substantially all of the assets of a retail wine shop and drive-thru business.*
- Represented a multi-national inks and coatings manufacturer in the acquisition of substantially all of the assets of a large U.S. based inks and coatings manufacturer for $100 million.*
- Represented a modular assembly, sequencing and supply chain company located in South Carolina in its sale of stock to a strategic buyer.*
- Represented Ricerca Biosciences, LLC in the sale of its chemical development division to a multi-national pharmaceutical and biotech company.*
- Represented a large manufacturer located in Kansas in the sale of certain assets to a strategic multinational company.*
- Represented multiple fire and life safety service companies located in Massachusetts and Georgia in their sale of stock to large strategic companies and private equity funds.*
- Represented a large manufacturer located in Tennessee in the sale of certain assets to a private equity backed company as part of an add-on acquisition.*
- Represented a professional employer organization in the sale of its stock to a strategic national PEO company.*
- Represented a synthetic fiber manufacturer, located in Kansas, in its equity sale to a strategic buyer.*
- Represented Cleveland Diagnostics, Inc., a clinical-stage biotechnology company developing next-generation diagnostic tests for the early detection of cancers, during its Series D round of investing lead by Lyfe Capital which raised over $19 million in financing.
- Represented Chroma Color Corporation, a portfolio company of Arsenal Capital Partners and a leading specialty color and additive concentrate supplier serving the global plastics marketplace, in its recent acquisition of Plastics Color Corporation.
- Represented Sequoia Financial Group, LLC, a registered investment advisor with $15+ billion in client assets, in both of its minority equity investment transactions, first with Kudu Investment Management, LLC (Kudu), an independent provider of long-term capital solutions to asset and wealth managers worldwide, through a strategic investment, and then with Valeas Capital Partners, a private equity fund with a focus on asset and wealth management businesses.
- Represented Gridiron Capital, LLC in its investment in Erie, a leading direct-to-consumer residential products and services company.
- Represented Lighthouse Behavioral Health Solutions in its recapitalization by Amulet Capital Partners, a private equity firm.
- Represented Persona Signs in receiving a majority investment from Exeter Image Holdings, a portfolio company of Exeter Street Capital Partners, a private equity firm.
- Represented Sequoia Financial Group, LLC, a financial planning, wealth management, and asset management firm in several add-on transactions, including the acquisition of Zeke Capital Advisors, LLC, NCA Financial Planners, Inc., and Wealthstone Advisors, LLC.
- Represented a health-insurance advisor in the sale of its business to a strategic acquirer.
- Represented R.W. Beckett corporation in in its acquisition of Delavan Spray, LLC and Delavan Limited, leading manufacturers of spray nozzles and related technology.
- Represented the buyer in its acquisition of a leading personal safety and firefighting equipment dealer in South Dakota.
- Represented national public REIT in connection with stockholder meetings, proxy campaigns, corporate governance matters, and public company reporting matters.*
- Represented strategic and financial buyers and sellers on multiple transactions worth over $2.3 billion.*
- Represented Dealer Tire LLC in selling a minority stake in the company to TA Associates, a leading growth private equity firm and subsequently a recapitalization with a different PE firm.
- Represented one of the leading residential remodeling company in the acquisition of a leading home improvement company with locations in multiple regions of the United States.
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Assisted a sole proprietor in the acquisition of 4 heating and cooling companies in northeast Ohio and the eventual sale to a private equity company.
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Counseled numerous dentists as they acquire practices and expand their platform.
- Represented one of the leading residential direct to consumer brands of home improvement products in its acquisition of one of its largest competitors in the home improvement market.
- Represented a manufacture of high quality custom upholstery with the establishment and implementation of an employee stock ownership plan and an eventual sale to the ESOP.
- Represented Human Arc Corporation in its acquisition of the stock of L&S Associates, Inc.
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Counseled 8 unaffiliated dental group in the merger and restructuring into one DSO with over 23 locations.
- Counseled a five location endodontic group in its sale to a leading private equity backed endodontic group.
- Represented Locai Solutions, an end-to-end digital commerce platform for online grocery in its sale to AutoStore Systems, a provider of automated storage and retrieval software.
- Represented Stellex Capital Management, a middle market private equity firm with offices in New York and London, in its acquisition of Custom Glass Solutions from Guardian Industries.
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Represented a major US private equity fund in connection with a multi-million dollar enterprise-wide SaaS subscription services agreement with salesforce.com.
- Represented Orbital Health in a $600,000 pre-seed venture capital investment leb by Comeback Capital and including Right Side Capital Management, EV Private Investments and GAM Investments.
- Represented client in acquisition of skilled nursing facility in receivership.
- Represented client in acquisition of multiple skilled nursing facilities insured by HUD.
- Represented client in acquisition of home health agency.
- Represented Werner Co. in its acquisition of Daws Manufacturing, a leading manufacturer of truck boxes that included cross-border elements.
- Represented W.W. Williams in its sale of Auto Safety House, a commercial truck solutions provider and bus dealer, to Reading Truck Group.
- Represented Gridiron Capital Partners in its divestiture of Rough Country, a leading provider of branded aftermarket performance-enhancing products and accessories, to TSG Consumer Partners.
- Represented a strategic buyer in its acquisition of a temporary-staffing business in Southern California.
- Represented the Seller in its stock sale of its broker-dealer and registered investment advisory business to a leading independent private financial services firm.
- Represented Stonehenge Partners in the acquisition of Queen City Hospice.
- Leaf Home Solutions - Acquisition of Storm Tight Windows
- Represented Far West Spirits LLC in its acquisition by Diageo, one of the world's largest producers of spirits and beers.
- Represented Panopta, a SaaS provider of network monitoring, in its sale to Fortinent (NASDAQ: FTNT).
- Represented the seller in a divestiture of its JV interest to its former JV Partner.
- Represented physician group in a business divorce.
- Represented Los Angeles-based digital agency in distressed management buyout.
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Represented military technology company and its affiliate in its sale to a private equity fund.
- Represented leasing & permit company in its sale to a private entity.
- Represented private equity fund in acquisition of West Coast marketing and events company.
- Represented stakeholders in sale of drone division of technology company to $100 billion company traded on NYSE.
- Represented management team in leveraged buyout of strategic partner.
- Represented private equity owned transportation support provider in multiple add-on acquisitions.
- Represented private equity fund in control acquisition of medical supply company in Virginia.
- Represented Myers Industries in its acquisition of Tuffy Manufacturing Industries, Inc. Tuffy is a distributor of tire repair equipment and supplies to tire dealers, retreaders and trucking fleets. Myers Industries, Inc. is an international manufacturer of polymer products for industrial, agricultural, automotive, commercial and consumer markets.
- Represented seller in the sale of its business to a strategic buyer in a Representation and Warranty Transaction.
- Represented Provariant Equity Partners in its investment in Midwest Equipment Sales, LLC, a distributor of industrial and branded consumer products including outdoor power equipment and tracks and tires.
- Represented The J. M. Smucker Company in the sale of its cooking oils, shortening and spray products businesses, represented by the Crisco brand to B&G Foods North America, Inc. for $550 million.
- Represented Seller in its sale of their Hospice business.
- Represented Kaulig Capital, in partnership with management, in its acquisition of Phillips Syrups & Sauces, a maker of food items largely used in coffee and ice cream shops.
- Represented large residential remodeling company in its acquisition of a technology-centered provider of replacement windows.
- Represented River Cities Capital in its investment in FlexCare Infusion Center, a provider of infusion therapy.
- Represented Umpqua Holdings Corporation in the sale of its wealth management business operated through Umpqua Investments, Inc. to Steward Partners Global Advisory, LLC.
- Represented Vendors Exchange International, LLC in the internal restructuring of a business consisting of the sale, repair, and development of intellectual property for traditional, industrial and specialty vending machines.
- Represented Foundation Software, the leading national software developer for accounting services in the construction industry, in its acquisition by Thoma Bravo, a leading private equity investment firm.
- Represented a provider of employee assistance programs and other related counseling and consulting services in the stock sale to an industry competitor.
- Represented Sequoia Financial Group in a minority stake equity issuance to a leading investment advisory firm.
- Represented a trustee of an employee stock ownership plan for a leading manufacturer of inspirational art, gift and home decor
- Represented a dentist in his acquisition of assets of dental locations in South Carolina and Virginia
- Represented a private equity fund in its acquisition of high quality food processing, seasoning, conveying and cooling equipment for all segments of the food industry including snacks, bakery, nuts, cereal, fresh and frozen fruits & vegetables, confectionary, pasta and pet food
- Represented a shareholder in a two stage buyout of his partners in a multi-office oral and maxillofacial surgery center
- Represented a precision casting company in connection with the establishment and implementation of an employee stock ownership plan and eventual sale to the ESOP
- Represented a private equity fund in its acquisition and divestiture of a waste disposal, emergency response, waste treatment, lab packing and waste recycling company
- Represented a dentist in his acquisition of assets of dental locations in Florida
- Assisted clients in regards to aspects of the CARES Act
- Represented an eight location dental practice in the reorganization of the practices into a dental support organization
- Represented a leading asphalt paving and commercial roofing company in connection with the establishment and implementation of an employee stock ownership plan and eventual sale to the ESOP
- Represented a Seller in the sale of its subsidiary, a Registered Investment Advisor Firm, which provides investment and operations outsourcing services to financial institutions around the country.
- Represented a manufacturer and distributor in its exchange of business division assets with a third party.
- Represented Mirai, Inc. in the sale to Canon of 70% of the membership interests of its subsidiary, Quality Electrodynamics, LLC, a company engaged in development, manufacture, sale and provision of technical services for medical equipment.
- Represented the sellers in the sale of a refractory removal and preparation services business to a private equity purchaser.
- Represented HEXPOL in its acquisition of Preferred Compounding, a provider of proprietary and custom mixed rubber compounding, from Audax Group.
- Represented the buyer in its acquisition of a car wash equipment distributor and installer.
- Represented a private equity owned platform company in its strategic add-on acquisition.
- Represented the seller in a sale of a mutual funds business to an Australian public company.
- Represented the seller in a $600 million sale of a financial services technology company to a public company strategic acquirer after an auction process.
- Represented seller of an international package delivery company to a buyer being invested in by an internationally traded public company.
- Represented a company in amending and restating its senior credit facility with Goldman Sachs and a junior subordinate credit facility.
- Represented Watkins Associated Industries, Inc. in its acquisition of Nova Engineering and Environmental, LLC, a provider of environmental consulting and engineering and construction testing and inspections services.
- Represented private equity owned buyer in an add-on stock acquisition of a company which sells science kits to professors and universities for student use.
- Represent a large manufacturing company in connection with all of its commercial agreements.
- Representing a company developing cancer detection technology in several rounds of financing.
- Representing a spin-out from a large hospital system that is developing software to provide situational awareness and clinical decision support for clinicians.
- Representing a venture capital fund which makes early-stage investments in the digital media industry.
- Represented Millpond Equity Partners in its acquisition of Futuri Media, a provider of SaaS technology offering end-to-end audience engagement and sales tools for radio broadcasters, TV stations, and publishers.
- Represented buyer in its acquisition of a national, full-service logistics business focused primarily on courier, warehouse management and distribution services.
- Represented private equity fund in its sale of leading end-to-end provider of technology solutions for education to private equity owned technology company.
- Represented Slate Capital in its acquisition of Horizon Facilities, a provider of staffing services to rental car companies.
- Represented the buyer in its acquisition of a non-asset based third-party, final mile logistics firm.
- Represented the buyer in the acquisition of a manufacturer of conveyor systems and food processing equipment for the food production industry.
- Reorganization and combination of 8 pediatric dental offices and 3 orthodontic offices in the State of Washington and Oregon
- Represented a buyer in the acquisition of a dental practice in Florida
- Represented the buyer in its acquisition of the assets of a dental practice in Florida
- Represented Global Transport Logistics, Inc. (“GTLi”) in its merger with Am Trans Expedite, Inc. and acquisition by Hudson Hill Capital to form Fusion Transport, a new logistics platform.
- Represented the target company, an independent outsourced risk management and benefits provider, and its shareholders in the sale of a majority interest in the company to a private equity buyer. Significant rollover equity was an important part of the transaction.
- Advised the client in connection with a significant equity investment in the client by DFW Capital Partners.
- Represented CapitalWorks and its portfolio company, The Gem City Engineering Co., in all aspects of the acquisition of Libra Industries, a full-service solutions provider of engineered printed circuit board assemblies, electromechanical assemblies, and electronic control solutions.
- Represented MediQuant, a leading, high-growth provider of hospital data active archiving and interoperability solutions, in receiving a significant growth investment from Silversmith Capital Partners (or “Silversmith”), a Boston-based growth equity firm. MediQuant is the pioneer in enterprise active archiving software and legacy decommissioning services for ERP, clinical, financial and revenue cycle software platforms and has generated hundreds of millions of dollars in cost savings for its hospital and health system customers since its founding in 1999.
- Represented Petmate Holdings Co., a portfolio company of Olympus Partners in its acquisition of Healthy Chews, Inc., a manufacturer and distributor of alternative rawhide pet chews and treats.
- Private equity practice is focused on representing middle market funds and their portfolio companies. Representation includes platform acquisitions, add on acquisitions, equity and debt financings and divestitures.
- Representation of a private equity backed specialty chemical business in two add on acquisitions to its specialty polymers manufacturing platform in 2019 with purchase prices of $10.5MM and $13.6MM.
- Representation of a private equity backed logistics company in five add on acquisitions since 2016 with purchase prices of $8.5MM, $11.5MM, $13.8MM and $8.54MM, with the most recent closing in 2019 of a drayage business for $16.5MM.
- Representation of a private equity fund in a platform acquisition in 2018 for the purchase of a pharmacy services business with a purchase price of $40MM.
- Representation of a private equity fund in the platform acquisition of a manufacturer of adhesives used in various applications and four add on acquisitions to this adhesives platform in 2018 with purchase prices of $12MM, $14MM, $22MM, $54MM, and $162MM.
- Representation of a private equity backed specialty chemicals business in two add on acquisitions to its colorants platform in 2018 with purchase prices of $3.2MM and $31MM.
- Representation of a private equity backed trailer leasing business in five add on acquisitions since 2016 with purchase prices of $4.3MM, $5MM, $500,000, $230,000, with the most recent acquisition in 2019 of a trailer leasing business for $4.8MM.
- Representation of a private equity backed specialty chemicals business in two add on acquisitions to its lighting technology business in 2018 with purchase prices of $39MM and $145MM.
- Represented a private equity fund in its acquisition of a provider of search engine optimization and other digital marketing services.
- Represented a private equity fund in the recapitalization of its agriculture technology portfolio company.
- Represented a private equity fund in the sale of its portfolio company in the consolidated contract manufacturing space to a private equity controlled Canadian competitor for $91 million.
- Represented a private equity owned company in the sale of its non-core apparel and signage business lines.
- Represented a private equity owned freight hauling and brokerage service business in the completion of several add-on acquisitions.
- Represented a private equity owned provider of technology and marketing support services in the car wash industry in its acquisition of a company specializing in point-of-sale business solutions to the automotive services industry.
- Represented a private equity owned specialty chemicals company in its acquisition of several add-on businesses.
- Represented Evolution Capital Partners in the purchase of NexTech Partners, a distributor of refurbished voice and networking products.
- Represented Evolution Capital Partners in the sale of its portfolio company Lewellyn Technologies, a market leading electrical and workplace safety services company, to Align Capital Partners.
- Represented two private equity funds in a combined purchase of an education and training services company as well as several add-on acquisitions.
- Represented the developer of a light therapy anti-acne and anti-aging mask, which was later re-commercialized under the Neutrogena brand, to Johnson & Johnson.
- Represented a business-to-business media company specializing in the operation of public-private partnership conferences in its sale to a market competitor.
- Represented RAF Fluid Power, a provider of advanced automation services with a focus on pneumatic and robotic solutions, in its sale to Electro-Matic Ventures, a supplier of high-technology automation components and services.
- Represented a public insurance claim adjuster in its sale to a private equity fund.
- Represented The J. M. Smucker Company in its announced acquisition of the Wesson Oil business from ConAgra Foods.
- Represented Case Western Reserve University in a joint venture with a Nasdaq-listed multi-product medical device company.
- Represented Macropoint, a supply chain visibility platform that helps shippers, brokers, and logistics service providers track freight-in-transit in real time, in its sale to Susquehanna Growth Equity.
- Represented the trustee of an employee stock ownership trust in its purchase of a construction project management firm.
- Represented The J. M. Smucker Company in the sale of its U.S. baking business, including brands such as Pillsbury, Martha White, Hungry Jack, and White Lily, to Brynwood Partners for $375 million.
- Represented Ennis-Flint, a North Carolina-based portfolio company of Olympus Partners, in its acquisition of the thermoplastics pavement markings business from The Sherwin-Williams Company.
- Represented a private equity firm in obtaining a $57 million chemical additives company and a related $31 million credit facility administered by Bank of Ireland.
- Represented a company in acquiring an international logistics and transportation company for $2.85 million and helped in bringing in investors and with obtaining a loan facility.
- Represented a Texas-based independent sponsor in a $20 million acquisition of a marketing company, documented related equity investments and negotiated a credit facility.
- Represented a Texas-based independent sponsor in its acquisition of a commercial roofing company, documented related equity investments and negotiated a credit facility
- Represented seller in a $200 million sale of one of its product line divisions through an auction process to a private equity purchaser.
- Represented an agricultural company in a $313 million strategic acquisition.
- Represented buyer in acquiring a transportation related equipment sales company including bringing in investors and assisting with the related credit facility.
- Represented an equipment leasing company in a $18.5 million sale to a strategic acquirer.
- Represented a private equity firm in combining two platform companies through a contribution of equity interests and restructuring of the credit facility.
- Represented a purchaser of technology company in a $4 million strategic acquisition utilizing a two-step merger process.
- Represented an Ohio-based multi-location restaurant business in a $34 million sale to a California-based private equity firm.
- Represented a Texas-based professional employer organization in a $70 million sale to an Illinois / British Columbia-based private equity firm.
- Represented a private equity fund in the acquisition of its newest portfolio company in the business of providing conference and event services, consulting, training, data analytics and business intelligence services to pharmacy owners.
- Represented a private equity backed specialty chemical business in the acquisition of a manufacturer of high performance chemicals used in pharma, advanced materials, flavor and fragrance, personal care and adhesives for $39 million in October 2018.
- Represented a private equity backed destination services business in the acquisition of a competitor in Ireland in November 2017 for $17 million.
- Represented a private equity backed specialty chemical business in the acquisition of a manufacturer of color and additive concentrates for the plastics industry for a purchase price of $31 million in July 2018.
- Represented a private equity fund in the acquisition of its newest portfolio company in the business of providing brand marketing services for $36 million in December 2017, which included an equity and debt offering for financing the acquisition.
- Represented a private equity fund in the rollup of an adhesives business in multiple transactions with enterprise values in excess of $200 million in 2018.
- Represented a private equity fund in the sale of its portfolio company in the destination services business to another private equity fund in April 2018 for an enterprise value of $105 million.
- Represented Altus Capital Partners II, LP in its sale of Rocla Concrete Tie, Inc. to German-based Vossloh Group.
- Benesch served as counsel to buyer KB Holding Inc. in the acquisitions of Kings Food Markets and Balducci’s Food Lover’s Market from Angelo, Gordon & Co. and MTN Capital Partners LLC.
- Representing HighTower Holding in its acquisition of Wealth Trust, a Houston-based RIA aggregator, with over $6 billion in client assets.
- Represented Continental Tire in the acquisition of 100% of the stock of Hoosier Racing Tires.
- Representation of LeafFilter, a provider of gutter guards for homeowners in North America, in its sale to Gridiron Capital, LLC.
- Represented Simplified Logistics in its sale to CI Capital Partners.
- Represented Trident Capital in the sale of MedSave.
- Represented Prairie Capital in the sale of its portfolio company, TeacherMatch to PeopleAdmin, Inc.
- Represented Vantiv, a leading provider of payment processing services and related technology solutions, in its acquisition of Moneris Solutions USA.
- Represented Gridiron Capital LLC in its acquisition of a controlling stake of Rough Country, a provider of branded off-road suspension products and accessories.
- Represented a fund of funds in the sale of a portfolio of private equity interests representing an aggregate original capital commitment in excess of $200 million for a purchase price of approximately $40 million.
- Represented a syndicate of secondary interest buyers (including two dedicated secondary funds) in their acquisition of a portfolio of private equity interests from a large family office.
- Represented an alternative investment firm with assets under management in excess of $4 billion in all of its secondary market transactions.
- Represented a large state pension plan in connection with a co-investment alongside an existing manager in the oil and gas sector.
- Represented California county pension plan with more than $13 billion in assets in connection with a $150 million investment in a multi-strategy hedge fund and a $175 investment into a commingled real estate fund.
- Represented California county pension plan with more than $8 billion in assets in connection with a $280 million separately managed account investing in infrastructure assets.
- Represented ERISA plan with more than $3 million in assets in connection with a $250 million multi-strategy commingled fund.
- Represented state pension plan with more than $30 billion in assets in connection with a $1 billion separately managed account investing in European debt and a $400 million single investor fund involved in loan originations.
- Represented HighTower, one of the nation’s largest Registered Investment Advisors, in a recapitalization agreement under which private equity firm Thomas H. Lee Partners, L.P. (THL) acquired a significant stake in HighTower.
- Helped a manufacturer of fire proof safes raise money for expansion of its business through a private offering.
- Assisted a manufacturer of thermal transfer ribbons and labels in selling the assets of the thermal transfer ribbon division of his business to a competitor in order to settle litigation between the two parties for 46 million.
- Represented a private equity fund in the acquisition of its newest portfolio company in the business of staffing school districts with student enrichment programs.
- Represented WindPoint Partners L.P. in a consolidation in the pressure label industry of York Label which went from $0 to $300 million plus of top line revenue through a series of acquisitions in three years.
- Represented Headhaul Capital Partners LLC in the acquisition of its portfolio company, Great Western Sales & Leasing, in 2015.
- Represented a private equity backed freight forwarder in the acquisition of a freight forwarding business in Chicago, IL for $6 million in May 2017.
- Represented a private equity company in 2014 in the acquisition of the largest manufacturer of window screens for $30 million.
- Represented a private equity backed specialty chemicals company manufacturer in the acquisition of a product line from a competitor for $9 million in July 2017, which included the negotiation of a long term supply agreement.
- Represented a private equity backed trailer leasing and sales company in the acquisition of a trailer sales and leasing business in Dallas, Texas in August 2017.
- Represented a private equity backed marine manufacturer in the acquisition of a manufacturer of specialty fuel tanks used for the marine industry for $70 million in June 2017.
- Represented a private equity backed freight hauling and brokerage service business in the acquisition of a motor carrier business for $9 million in August 2017.
- Represented a private equity fund in the acquisition of its newest portfolio company in the business of staffing school districts with student enrichment programs in school facilities.
- Represented a private equity fund in the sale of its portfolio company, in the business of talent management software solutions for k-12 schools for $75,000,000 in April 2016.
- Represented a private equity backed specialty chemicals company in the acquisition of a polyurethane spray foam business from a publicly held chemicals company for $50 million in April 2017, which included the negotiation of a long term supply agreement.
- Represented a private equity fund in the platform acquisition of a manufacturer of specialized trays that are FDA approved and used in the medical industry in December 2016.
- Represented a private equity backed specialty chemicals company in the acquisition of a polyurethane spray foam business for $26 million in March 2016.
- Engaged by Arsenal Capital Partners, L.P. to represent its portfolio company, Royal Adhesives, in eight add-on acquisitions, including two add-ons in 2014 and one in 2015 of a company in the United Kingdom and continues representation of Royal Adhesives.
- Represented a private equity backed company in the acquisition of a technology business with an electrical proprietary system design and development services used in the marine industry for $9 million in January 2017.
- Represented a private equity backed specialty chemicals company in the acquisition of the manufacturer of resin based adhesive products in June 2016 for $15 million.
- Represented a private equity backed relocation business in the acquisition of the assets of a NY based company that provides residential housing services in April 2017.
- Represented a private equity backed waterproofing in the acquisition of a manufacturer of deck coating products for $14 million in June 2017.
- Represented a specialty chemicals business in the acquisition of a business product line from a customer in May 2017.
- Represented SIFCO Industries, Inc. in its acquisition of the Italian-based company C* Blade from Riello Investment Partners.
- Representing Camlin Fine Science, a Mumbai based public company and leading manufacturer of traditional and custom liquid and dry blended antioxidant formulas.
- Represented Seven Point Equity Partners in their acquisition and recapitalization of Medin Corporation.
- Represented Axentis, Inc., a software developer, in the sale of assets and stock of its Indian subsidiary to CCH Incorporated/Wolters Kluwer International.
- Represented Evolution Capital Partners and its portfolio companies in numerous transactions, including representation of Evolution Investments IV in its acquisition of Empire Dental Arts and subsequently represented Empire Dental Arts in its acquisition of multiple dental practices in Ohio.
- Represented Lexi-Comp, Inc., a developer of clinical information solutions, in its sale to Wolters Kluwer Health, Inc.
- Represented Cleveland Thermal Holdings LLC in the sale of its membership interests of Cleveland Thermal LLC.
- Represented Signal Peal Energy, LLC and Wayne M. Boich in establishing a joint venture with FirstEnergy Ventures that acquired the Bull Mountain coal mining operation in the State of Montana.
- Formed and represented early-stage consumer products company in complex product-development license with multinational company.
- Represented Beck Aluminum in its acquisition by Real Alloy.
- Represented InfoAccess, LLC, a global provider of an e-invoicing service solution with more than 16,000 customers in over 50 different countries, in the sale of all its assets to Concentric Collective Business Systems.
- Represented Continental Automotive, Inc. in the acquisition of a major stake in Zonar Systems.
- Represented Nationwide Appraisal Services in the selling of 65% of its LLC membership interests to Corridor Capital.
- Represented Continental Tire the Americas in the acquisition of 100% of the stock of Hoosier Racing Tire Corporation.
- Represented an international manufacturer in an asset sale involving two of its rubber products businesses to Zhongding Sealing Parts (USA), Inc.
- Represented La Lumiere in its closing of a $20 million Series B financing. The investment included Johnson & Johnson Development Corporation, joined by SWaN & Legend Venture Partners as institutional investors in the company.
- Represented a client in the sale of a lawn-and-garden business segment to a portfolio company of Wingate Partners V, L.P.
- Representation of MacroPoint, a creator of a multi-modal freight tracking network that provides shippers, logistics service providers and carriers real-time visibility into load status, in its $44 million investment from Susquehanna Growth Equity, LLC.
- Represented a large municipal waste facility in connection with the negotiation of an LFG Development Agreement to control, collect, process and sell the landfill gas.
- Negotiated numerous startup and growth equity investments and leveraged buyouts, for issuers, individual and institutional investors, and private equity funds.
- Led all legal and negotiation efforts on numerous merger, acquisition and sale transactions for various financial and strategic buyers and sellers, in private, public and cross-border transactional settings.
- Structured the formation and dismantling of domestic and international joint ventures and alliances.
- Managed numerous public and private stock and debt offerings and placements ranging from $5 to $280 million on behalf of both issuers and underwriters.
- Counseled and assisted numerous public and private companies, having sales ranging from $1 to $700 million, as their primary legal advisor dealing with a wide variety of business, legal, regulatory and financial matters.
- Represented a client in purchasing a $130 million revenue company. Deal involved recapitalization of the business, including new debt, new mezzanine, and acquisition.
- Represented Fidelity Voice and Data in its sale to Fusion Telecommunications International.
- Represented a client in its acquisition of four skilled care facilities and the financing of the acquisition and operation of those facilities and five others.
- Ongoing representation of Continental Tire, Continental Automotive and ContiTech North America, a major tire and automotive components manufacturer with operations throughout the Americas, in multiple acquisitions and divestitures.
- Serving as U.S. Counsel to Camlin Fine Sciences, a Mumbai company and leading manufacturer of food antioxidants and ingredients.
- Represented the management and shareholder groups of in a series of recapitalizations.
- Represented a Connecticut-based technology firm in a $70 million sale of one line of business to a large UK conglomerate; currently representing the same firm in a $17 million sale of another line to an Australian entity.
- Represented AFIMAC Global, a North American leader in corporate security and crisis response, in the acquisition of Mena International Group.
- Served as local counsel to a Japanese law firm in connection with the purchase of the stock of an Ohio based company and a German-based company with multiple U.S. subsidiaries.
- Represented management of an Ohio-based company with operations in China and Hong Kong initially in a recapitalization.
- Acted as lead counsel to a Colorado-based NYSE company and its Ohio subsidiary with respect to the $30 million disposition of the assets relating to its surface and underground coal mining operations in Ohio.
- Represented an Ohio-based NASDAQ company in multiple acquisitions ranging from $10 to $100 million.
- Acted as lead counsel to Cliffs Natural Resources Inc., an Ohio-based NYSE and Fortune 500 company.
- Acted as lead counsel to Lincoln Electric Holdings, Inc. (NASDAQ: LECO) in its acquisition of Tennessee Rand, Inc., a leader in the design and manufacture of tooling and robotic systems for welding applications.
- Represented a group of over 30 dentist offices in a roll-up transaction resulting in the sale of the practices to a private equity firm.
- Acquisition of a business engaged in trucking carrier services, including, intermodal drayage, truckload services, truck brokerage, and hauling cargo, loads and shipments at and to various locations in the US.
- Representation of Wellspring Capital Management LLC in connection with the acquisition of Advoserv, a nationwide provider of residential group homes and services to children and adults with intellectual and developmental disabilities.
- Acquisition of a company in the business of the sale, remarketing, repair & maintenance, financing, leasing and renting of new and used over the road trailers.
- Acquisition of an ocean transportation intermediary business.
- Acquisition of a commercial van trucking business that operates and provides team-powered transcontinental truckload transportation services and intermodeal transportation services to customers throughout the US.
- Acquisition of a business engaged in trucking carrier services, including, intermodal drayage, truckload services, truck brokerage, and hauling cargo, loads and shipments at and to various locations in the US.
- Engaged by Arsenal Capital Partners, L.P. to represent its portfolio company, Accella Performance Materials, in multiple add-on acquisitions in the polyurethane spray foam market.
- Represented Emerald Partners, controlled by Kirchner Group, in the sale of its portfolio company, Dwellworks, LLC in December 2014 to Street Summer Capital Partners.
- Represented Talisman Capital Partners in the sale of TTT Holdings to American Tire Distributors.
- Engaged by AEA Investors, L.P. to represent its portfolio company, Evans Network, in add-on acquisitions in the commercial transportation market.
- Engaged by Brockway Moran to represent its portfolio company, Turning Technologies, in several add-on acquisitions.
- Engaged by Paine & Partners to represent Verdesian Life Sciences in the roll up of multiple companies in the agribusiness space in 2013 and 2014.
- Represented a private equity fund in the sale of its portfolio company in the contract manufacturing space by auction conducted by Raymond James in September 2015 for $91 million.
- Represented Headhaul Capital Partners, LLC in the acquisition of its portfolio company, TTS World Wide, in 2014.
- Represented Environmental & Occupational Risk Management Inc. (EORM) in its stock sale to BSI Americas Inc.
- Representation of a leading global manufacturer and marketer of high performance adhesives, sealants, encapsulants and polymer coatings in its acquisition of substantially all of the assets of a converter of removable, repositionable print media products.
- Represented Verdesian Life Sciences, LLC in its $313 million acquisition of Specialty Fertilizer Products, LLC.
- Represented seller of a technology company to a strategic acquirer in an $11 million two-step merger process.
- Represented purchaser of a technology company in a $4 million strategic acquisition utilizing a two-step merger process.
- Represented seller of a marketing company to a private equity purchaser for $45 million.
- Represented Verdesian Life Sciences, LLC in acquiring 100% of the membership interests of QC Holdings I, LLC, QC LLC and Add-Iron LLC.
- Represented seller in the $23 million sale of a last-mile delivery business to a strategic acquirer.
- Represented a company in obtaining a $250 million credit facility administered by Goldman Sachs Bank USA.
- Represented owners in the sale of a retail marketing business to a private equity fund.
- Counseled a leading MRO provider in connection with the acquisition of a software development firm.
- Represented a multinational chemical company in the acquisition of two plastics businesses.
- Represented a last-mile delivery business in its sale to a private equity backed national competitor.
- Represented Verdesian Life Sciences, LLC in its acquisition of QC Corporation.
- Represented Royal Adhesives & Sealants LLC, a portfolio company of Arsenal Capital Partners, in connection with the acquisition by its subsidiary Royal Adhesives & Sealants Canada LTD of substantially all of the assets of Chemque, a Canadian business.
- Represented Verdesian Life Sciences, LLC in acquiring a 65% interest in INTX Microbials, LLC and negotiated the right to acquire the remaining 35% interest in 2014, which interest was subsequently acquired.
- Represented Capitalworks, a private equity fund, in connection with its acquisition of Magna-Tech Manufacturing.
- Represented a sponsor-backed national food products business in a significant acquisition from a publicly-traded food business; and in the subsequent divestiture of non-core operations.
- Lender's counsel to both senior and mezzanine lenders.
- Private equity financings, recapitalizations, and related senior and mezzanine debt financings.
- Issuer's counsel for a Nasdaq-listed Internet solutions business.
- Represented an Ohio-based manufacturer in the acquisition of a subsidiary of a state-owned Chinese business.
- Represented a software company in the sale of the business to a publicly-traded competitor.
- Represented investment banking firm in exchange offer for $3 billion in debt and equity.
- Negotiated purchase of several major hotel/casino properties.
- Represented Human Arc Corporation in its acquisition of the stock of L&S Associates, Inc.
- Represented Cleveland Unlimited acquisition of Cricket Communications.
- Served as seller's counsel in the disposition of a testing equipment business to a private equity fund.
- Completed purchase of one of the nation's largest theme parks.
- Represented a U.S.-based manufacturer in establishing a joint venture in China with a Hong Kong business partner.
- Represented a Canadian buyer in a stock acquisition of an Ohio-based manufacturing company.
- Extensive representation of both purchasers and issuers in a variety of private placements.
- Underwriter's counsel in connection with the IPO of a financial institution.
- Represented Plasticolors, Inc. in its acquisition by Arsenal Capital.
- Represented Dealer Tire LLC in selling a minority stake in the company to TA Associates, a leading growth private equity firm and subsequently a recapitalization with a different PE firm
- Represented Best Brands Corp. in its sale to a Dutch food group.
- Represented Centre Partners' in its purchase of Liberty Waste Services.
- Represented a consolidated contract manufacturing business in the sale of six of its businesses in the U.S., Canada and Mexico to six separate acquirers, including private equity funds and strategic acquirers, through both asset and stock transactions
- Represented Seaga Manufacturing in its sale to CID Capital.
- Represented HEXPOL in its acquisition of Kirkhill Rubber.
- Represented ACU-Serve received a majority growth investment from a private equity firm specializing in investments in financial services, business services and financial technology companies.
- Represented Sequoia Financial Group, LLC, a financial planning, wealth management, and asset management firm, in its acquisition of Cirrus Wealth Management.
- Represented Sequoia Financial Group, LLC, a financial planning wealth management, and asset management firm, in its acquisition of Affinia Financial Group LLC, a wealth manager offering a specialty practice dedicated to special needs financial planning
- Represented Weinberg Capital Group in the sale of the Alex N. Sill Company, a leading public insurance adjusting firm in North America with offices through the U.S. and Canada, to Levine Leichtman Capital Partners.
- Represented one of the nation’s largest nephrology group practices, in a strategic sale and long-term management agreement with an affiliate of Satellite Healthcare.
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