Mergers & Acquisitions


Ulmer & Berne’s Mergers & Acquisitions (M&A) practice draws upon the expertise of a skilled group of transaction attorneys to accomplish our clients’ M&A goals. From initial conceptualization to value creation to successful fruition, our attorneys work closely with clients on all aspects of the transaction. They knowledgeably assist clients in identifying opportunities and developing tailored strategies for varied and sophisticated transactions, including:

  • M&A
  • Stock or asset purchases
  • Debt financing and convertible debt
  • Leveraged buyouts, tender offers and proxy contests
  • Joint ventures and strategic alliances
  • Private equity/venture capital investments
  • Distressed and bankrupt company transactions
  • Private transactions
  • Acquisitions of minority interests
  • Poison pills and anti-takeover counseling
  • Divestitures
  • Recapitalizations
  • Employee stock ownership plans
  • Asset monetization
  • Conducting due diligence
  • Creative deal structuring and tax planning
  • Arranging and consummating transaction financing
  • Providing corporate governance and special committee counseling
  • Negotiating and drafting clear, thorough transaction agreements and documents
  • Coordinating local or special counsel (nationally and internationally)
  • Building frameworks for compliance with tax and securities laws and other regulations
  • Closing the transaction and providing advice and resources for future development

Our transaction team is multidisciplinary – we engage members of the firm’s key practice areas – business, tax, banking and finance, employee benefits/ERISA, labor and employment, environmental, real estate, and intellectual property, among others – to advise our clients on the complex issues that encompass today’s mergers and acquisitions.

From deals involving closely held businesses to national publicly traded companies, we craft innovative, creative and cutting-edge strategic transactional solutions for acquirers, acquisition targets, private equity sponsors, investment banks, boards and special committees that enable our clients to leverage growth opportunities and achieve their business objectives.

Our mission is to provide our clients with exceptional, value-driven service by a team of highly skilled attorneys who possess not only the legal expertise but the business expertise to produce the desired results and who can “close the deal” in a timely and cost-efficient manner.

Chambers USA: America’s Leading Lawyers for Businesses recognized Ulmer & Berne LLP for the 15th consecutive year as a leading law firm. The guide is the culmination of thousands of in-depth interviews, carried out by the largest research team of its kind. Chambers recognizes nine of the firm’s partners and counsel, including...

Marie Kuban and Doug Sesnowitz, Vice Chairs of Ulmer’s Business Law Practice Group, recently published an article in Crain’s Cleveland Business focusing on the management of seller risk in M&A Transactions. Marie Kuban Doug Sesnowitz

Press Release Ulmer & Berne LLP is pleased to announce the promotions of five of its attorneys to partner. They include Daniel Gottesman, Richard Hamilton, Jr., Jesse Lipcius, Brad Sobolewski, and Ulmer’s General Counsel, Kenneth Zirm. In addition, Ulmer also elevated associate Evelyn Holmer to counsel. Lipcius is based in...

“Tips Before The Sale: Understanding The Details” The Ambulatory M&A Advisor September 14, 2015 Selling a business can be a momentous event for a business owner. How you prepare for the sale, however, can make or break the deal. What does a business owner need to know before putting its...

Ulmer & Berne is recognized for the 13th consecutive year as a leading law firm in Chambers USA: America’s Leading Lawyers for Business. In the 2015 edition, Chambers USA recognizes 14 of the firm’s partners, including a Band 1 ranking for Michael N. Ungar, chair of Ulmer & Berne’s Litigation...

Representative Experience

Stock Acquisitions

  • Acted as purchaser’s counsel in a tender offer for a publicly held US-based corporation and in the subsequent merger.
  • Represented AREVA T&D in connection with its acquisition of a nationwide service provider in the U.S. power transformer industry.
  • Represented Emergency Medicine Physicians, an emergency medical service provider, in connection with the acquisition of Chicago-based medical providers.
  • Represented Key Principal Partners in the acquisition of Anomatic Corporation, Inc, the leading provider of high-volume anodized aluminum packaging components and a provider of custom decorative assemblies to the leading global packaging companies in the cosmetic industry.
  • Represented Hunter Defense Technologies, a portfolio company of Metalmark Capital and a provider of homeland security products, in its acquisition of New World Associates, an engineering and product development firm.
  • Advised a Europe-based company in its US $445 million stock acquisition of a US business and weather information services provider.
  • Represented a private investment fund in its US $100 million purchase of an inland waterway transportation company.
  • Represented a defense contractor in the acquisition of California engineering and product development firm.
  • Represented an automotive supplier in its acquisition of a minority interest in a manufacturer of interior and exterior injection molded products.
  • Represented buyer in the acquisition of a school uniform supplier.
  • Represented a Chicago-based private equity group in connection with the acquisition of Country Pure Foods, Inc., one of the largest independent juice packing companies in the US, serving the foodservice, retail and co-pack industries.
  • Represented a private equity group in the acquisition of a public national franchise company in a going-private transaction and related financing.
  • Represented Park-Ohio Industries in connection with its acquisition of a die casting business.
  • Acted as local counsel to a major steel manufacturing company and its private equity owners in the acquisition of several public and private steel manufacturing companies in Ohio.
  • Represented an Ohio-based holding company and its related companies in the acquisition of the largest commercial door, frame and architectural hardware distributor in the United States.
  • Represented a Cleveland-based private equity firm in the acquisition of a manufacturer and distributor of office storage equipment and supplies.
  • Represented a private equity group in the acquisition of a motorcycle manufacturing company.
  • Represented a private equity fund in the acquisition of the operator of a district heating and cooling system.
  • Represented a colorant manufacturer in the strategic acquisition of one of the largest competitors in the industry and related financing.
  • Represented a Connecticut-based holding and management company in its acquisition of a controlling interest in a Cincinnati-based leading distributor of commercial doors and hardware.
  • Represented a holding company in the acquisition of a controlling interest in a wireless Internet service provider.
  • Represented EMP Holdings, LTD., an Ohio-based emergency medical service provider, in the acquisition of EMSource, LLC, a California-based emergency medical service provider.
  • Represented a publicly traded (NYSE) retail pharmacy company in restructuring and various acquisitions, including the acquisition of mail-order prescription supplier.
  • Represented a mulch colorant company in its acquisition of a carbon black manufacturer.
  • Represented a Cleveland-based insurance risk management and financial services firm that is also one of Ohio’s largest employee-owned companies, in its acquisition of an insurance, brokerage and risk management agency specializing in the courier and logistics industry.
  • Represented a St. Louis-based mortgage banking firm in its purchase of a Columbus, Ohio mortgage firm with seven branch offices in five markets.
  • Represented a subsidiary of a German corporation in connection with the acquisition of a steel coil manufacturer.
  • Represented a joint venture in the strategic acquisition of a Chinese import business and related debt and equity financing.
  • Represented an Ohio-based holding company and its related companies in the acquisition of two separately owned Florida commercial door, frame and architectural hardware distributors.
  • Represented Proto-Circuit, Inc., a manufacturer of printed circuit boards for military and commercial use, and Trumauga Properties, Ltd., in an equity interest purchase transaction with Coretec USA, Inc., a wholly-owned subsidiary of Coretec, Inc., a Canadian manufacturer of printed circuit boards.
  • Represented the sponsor group in a going-private transaction for a real estate investment trust (REIT).

   Asset Acquisitions

  • Represented The Miami Corporation, a distributor of automotive and marine interior and exterior trim products, in its acquisition of the assets of a regional fabric company.
  • Represented IMG Worldwide in connection with the acquisition of the Formula Drift racing series.
  • Represented The K&D Group, Inc. in the acquisition of 668 Euclid Avenue, including related redevelopment financing (including New Markets Tax Credits, Historic Tax Credits, tax increment financing and construction financing).
  • Represented an owner and operator of amusement parks in acquisitions totaling more than US $1 billion and related refinancing of indebtedness.
  • Represented a family investment office in its purchase of a minority stake in an NFL franchise.
  • Represented a national paging provider in an asset acquisition of a regional provider.
  • Acted as special counsel to a St. Louis-based ski resort operator in its acquisition of two Northeast Ohio ski resorts and related financing.
  • Represented purchaser in an asset purchase of a minor league baseball team.
  • Represented the purchaser in the acquisition of the assets of one of region’s largest limousine and ground transportation companies.
  • Represented a company in the acquisition of multiple product lines and divisions being spun-off as part of the corporate reorganization of a Cleveland-based public company.

   Sales and Divestitures

  • Represented IMG Worldwide, Inc. in connection with the sale of IMG Models Men’s Division.
  • Represented a Canadian private equity group as Ohio counsel in their acquisition of Boykin Lodging Co. (a hotel REIT) as part of a going-private transaction and related financing.
  • Advised a specialty chemicals corporation in the US $750 million divestiture of a division involving the sale of more than 20 different entities on five continents.
  • Represented American Greetings in connection with the disposition of two divisions.
  • Represented WellCorp, Inc. in the sale of the company to Nationwide Better Health, Inc., a subsidiary of Nationwide Mutual Insurance Company.
  • Represented the shareholders of The Flood Co. in the sale of the company and its foreign subsidiaries to Akzo Nobel NV, the largest coatings company in the world.
  • Represented Nylonge Corporation, a manufacturer of sponges, in the sale of the company to 3M Company.
  • Represented Cutanogen Corporation, a developer of tissue-engineered skin substitutes, in a sale of the company to Cambrex Bio Science Walkersville, Inc.
  • Represented S.S. Kemp & Co., a wholesaler distributor of commercial food service equipment, in the sale of the company to TriMark USA, Inc., a portfolio company of Audax Management Company, LLC.
  • Represented the selling shareholders of the seventh largest US residential real estate brokerage company in the sale to a publicly held buyer as part of a tax-free reorganization.
  • Represented a manufacturer of pressure-sensitive film label stock and a custom label manufacturer in their strategic acquisition by 3M Company as part of a tax-free reorganization.
  • Represented foreign-based (Belgium and UK) owners of a combustion engineering services business with operations in Ohio and Europe in connection with the sale of the business.
  • Represented national electronic and precision equipment repair and maintenance company and affiliates in the sale of the company.
  • Represented a private equity fund in the divestiture of a California-based software company.
  • Represented a private equity fund in sale of five powder coating plants in North America.
  • Represented Emergency Medicine Physicians, Ltd., and its affiliate, Hospitalists Management Group, Ltd., a provider of physician hospitalist groups to hospitals around the nation, in the sale of the affiliate to an entity owned and controlled by Waud Capital Partners, a private equity investment firm.
  • Represented a national developer, marketer and distributor of calendars, stationery and gift products in the sale of its business.
  • Represented a Cincinnati-based private equity group in the sale of a manufacturer and distributor of household and consumer cleaning and care products to a strategic buyer.
  • Represented one of Northeast Ohio’s largest real estate brokerage firms in its sale to a national real estate brokerage franchise in a management-led buyout.
  • Represented one of the nation’s leading online sources for public records data in its strategic acquisition by an affiliate of the insurance industry’s leading supplier of statistical data.
  • Represented City Holdings, Inc. in the sale of its credit card receivables to a national credit card issuer and processing company.
  • Represented City Holdings, Inc. in the sale of its merchant credit card operation to an international merchant card business.
  • Represented Carnegie Insurance Services in the sale of its insurance premium finance company.
  • Represented an SEC-registered broker/dealer in sale of business.
  • Represented an SEC-registered investment adviser in sale of business.
  • Represented a privately held, Cleveland-based investment management firm in its strategic acquisition by a nationwide provider of wealth management services.
  • Represented Commerce Exchange Bank in the sale of the bank through a reverse merger.
  • Represented a national IRA custodial company in the sale of its IRA business to a private trust company.
  • Represented a multi-national conglomerate in sale of subsidiaries located in Rhode Island, Georgia, England and Singapore.
  • Represented a leading international provider of parts and services to the beverage bottling industry in its strategic acquisition by a subsidiary of a leading Japanese trading company.
  • Represented a Cleveland-based supplier of surgical instruments and implants in the sale of the surgical instruments division to J. Jamner Surgical Instruments, a division of Integra Life Sciences Corporation.
  • Represented a Columbus-based diagnostic provider in the sale of their Columbus women’s health clinic.
  • Represented RSB Spine LLC in a divestiture of product line between the company and Integra Life Sciences, Inc.
  • Represented RSB Spine LLC in a divestiture of product line between the company and NuVasive, Inc.
  • Represented manufacturer of food stocks and sauces in sale of plant and assets to large integrated food company.
  • Represented a Cleveland-based developer and provider of online educational platforms and courses for industrial applications in its spin-off from a Cleveland-based machine tooling manufacturer.
  • Represented a manufacturer, seller, and servicer of electric motor coils and traction motors in the sale of the company.
  • Represented an Ohio-based petroleum distributor in the sale of its night fueling business to a Wisconsin petroleum distribution company.
  • Represented the manufacturer of hydraulic and pneumatic coupling devices in its sale to a publicly-traded company.

   Joint Ventures

  • Represented IMG Worldwide, Inc. in connection with joint ventures with national TV personality.
  • Represented IMG Worldwide, Inc. in connection with joint venture for an online, interactive fashion video game.
  • Represented a US-based public company in the formation of a domestic joint venture with several European parties to develop and commercially exploit a technology to convert plastic wastes into usable products.
  • Representing a US-based public biotechnology company in the establishment of a Russian-based subsidiary and in the sale of a 49% equity stake in such entity.

Roll-Up Transactions

  • Represented a large lubricants and fuel distributor in roll-up transaction.
  • Successfully completed a limited partnership roll-up via an exchange offer resulting in the creation of a holding company for a chain of restaurants.
  • Represented a regional real estate brokerage firm in connection with a national franchise roll-up.

   Distressed M&A Transactions

  • Represented a seller in Section 363 sale of approximately 700 properties of convenience store chain.
  • Represented a seller in Section 363 sale of assets of a private-label hair and beauty products manufacturer.
  • Represented a seller in Section 363 sale of assets of accounts receivable management services companies.
  • Assisted with the disposition of business assets of a mid-Ohio company through Section 363 sales.
  • Represented a seller in the sale of client’s surgical instrument division to a Philadelphia-based publicly traded surgical instrument manufacturer and distributor.
  • Represented a buyer in the acquisition of a Cleveland-based printing company.
  • Assisted a seller in Section 363 sale of approximately 700 properties of convenience store chain.
  • Represented seller in Section 363 sale of 80 stores of automotive service company.
  • Represented a Receiver as seller of the assets of an Ohio-based aluminum manufacturing and processing company.
  • Represented a publicly traded (Nasdaq) telecommunications company in various acquisitions of wireless and wireline telecommunications companies, including $2.3 billion acquisition of cellular telephone company.
  • Represented a Receiver as seller of the assets of an Ohio-based manufacturing and welding company.
  • Represented a seller in Section 363 sale of assets of a Tier 1 automotive parts manufacturer.
  • Represented one of Ohio’s fastest growing waste disposal companies in several strategic acquisitions.
  • Represented a secured lender in the divestiture of foundries located in Ohio, Oklahoma, Texas, Indiana and New York.
  • Represented a seller in Section 363 sale of assets of accounts receivable management services companies.
  • Represented a Receiver as seller of an Ohio-based company specializing in the production and repair of railroad track and machinery.
  • Represented a Debtor in bankruptcy case involving the liquidation of a home health company.