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Mergers and Acquisitions

Vorys represents public and private companies of all sizes and industries in merger and acquisition transactions throughout the United States and the world.  We have considerable experience in nearly every form of transaction, including:

• Stock and asset acquisitions
• Mergers
• Friendly and hostile corporate takeovers
• 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 advise public companies, middle-market private companies, closely-held and family-owned businesses, and start-up and emerging companies, as well as boards of directors, special committees, financial sponsors, and venture capital firms, in M&A transactions.  Our M&A attorneys represent clients in a broad spectrum of industries, including retail, oil and gas, energy, consumer products, restaurants, manufacturing, insurance, health care, financial institutions, homebuilding, distribution, pharmaceuticals, technology/software, and real estate.  Additionally, members of our M&A team have served as in-house General Counsel at public and private companies.

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 specialists with expertise in tax (including federal, state and local), litigation, employee benefits, labor and employment, environmental, finance, real estate, antitrust, securities, information technology, intellectual property, immigration, corporate governance and compliance, bankruptcy, and regulatory aspects of a transaction.  This integrated team approach enables Vorys to provide the necessary depth of expertise in a cost-effective manner.  We also have considerable experience coordinating with other law firms in a co-counsel or local counsel capacity. 

Representative Transactions

• Worthington Industries, Inc. in multiple recent acquisitions, including: General Tools & Instruments Company LLC; Heidtman Steel Products, Inc.’s pickling and slitting facility located in Cleveland, Ohio; the net assets of Magna Industries, Inc.; New AMTROL Holdings, Inc., Palmer Mfg and Tank, Inc.; Westerman, Inc.; PSI Energy Solutions, LLC; Angus Industries; Coleman Cylinders; BernzOmatic; ClarkWestern Building Systems, Inc.; Hy-Mark Cylinders, Inc.; Gibraltar Industries, Inc.; Structural Composites Industries, LLC; Piper Metal Forming Corporation; U.S. Respiratory, Inc.; Pacific Cylinders, Inc.; the tank manufacturing division of Steffes Corporation; Midstream Equipment Fabrication LLC; James Russell Engineering Works, Inc.; Rome Strip Steel Company, Inc.; and NetBraze LLC
• 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
• 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^®
• 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
• 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
• RealWeld Systems, Inc. in the sale of substantially all of its assets to The Lincoln Electric Company
• 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

• A New York-based private investment firm in 12 portfolio company add-on acquisitions of companies located throughout the United States in a variety of service based industries

• A UK-based public company, through one of its U.S. subsidiaries, in its acquisition of a manufacturer based in Illinois and Texas that specializes in the development, manufacture and distribution of a wide range of road work zone safety products; an Oklahoma-based cooling tower manufacturer; and a Maine-based manufacturer of custom composite parts
• A publicly-traded national retailer in the sale of 100% of the stock of a subsidiary to a newly-formed entity owned by the subsidiary's management group. This management buy-out (MBO) transaction resulted in the divestiture of one of the client’s ancillary businesses
• A multifamily investment company in multiple joint ventures among the client, insurance companies, real estate investment trusts, and large public pension funds relating to multifamily real estate projects across the U.S.
• A national air cargo transportation company in its acquisition of a Florida-based aviation services company
• An international industrial packaging company in its sale of a Louisiana-based lubrication filling company and the sale of a Toronto-based specialty chemical manufacturer
• A national distributor of specialty process flow control products and services in multiple acquisitions throughout the United States, including its acquisition of a Texas-based industrial pump distributor; a Midwest-based industrial valve manufacturing and repair company; a New York-based process control, steam specialties and HVAC system corporation; a Michigan-based valve and instrumentation distributor; and a North Carolina-based pharmaceutical, biotech and medical device consulting service company
• A global fastener manufacturer and supplier in its acquisition of a Midwest-based fabrication and machine shop and a joint venture with a European bolt manufacturer
• A private equity firm in the capital raise and acquisition of a Midwest-based commercial building products manufacturer and distributor
• A private equity firm in the capital raise and acquisition of an Ohio-based drainage distributor and servicer
• Click here for a comprehensive list of representative financial institution mergers and acquisitions

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