Mergers & Acquisitions: Keating Muething & Klekamp PLL

Overview

Delivering strategic legal talent that matches your business momentum

KMK’s entrepreneurial spirit and strategic understanding of business has attracted clients that are acquisitive and aggressive in their business approach. Through our work with these ambitious companies, we have gained a reputation as business savvy corporate transactional lawyers who use strategy and innovation to complete M&As efficiently and cost effectively.

Our firm has represented both sellers and acquirers in transactions with values ranging from a few million dollars to billions of dollars. While KMK has played a key role in many of the region’s most significant M&A transactions, we have also established a national and international presence. Our attorneys fully understand all aspects of both buying and selling businesses throughout the world.

Mergers and acquisitions are complex transactions that often involve multiple disciplines—and the highly collaborative nature of our firm allows our clients to benefit from the full breadth of our legal expertise across practice areas. We have a dedicated team of lawyers that regularly provide assistance with the many issues presented in M&A transactions, including due diligence, financing and tax structuring.

Our firm has M&A experience in many industries, including chemicals, financial services, healthcare, information technology, retail, software, telecommunications, utilities, and manufacturing.

Our work includes:

Acquisition and divestiture transactions, representing both sellers and purchasers
Assisting clients in raising funds for both taxable and nontaxable acquisition transactions
Handling large and complex M&A transactions, such as tender offers, leveraged buyouts, joint ventures, recapitalizations, proxy contests, and asset and stock sales and purchases
Representing domestic businesses expanding globally and working with foreign businesses as they enter the United States
Advising on tax ramifications
Handling Hart Scott Rodino Act and other regulatory filings

See below for a representative listing of KMK’s international, domestic, and securities experience.

Noteworthy

"My experiences with Keating Muething & Klekamp as a firm have been excellent. We use Keating Muething & Klekamp on most general corporate matters as well as mergers and acquisitions. Their breadth of expertise and responsiveness are excellent, and their legal advice is both sound and practical. Their fees are reasonable and in line with the value of the services." — Bryan Baldasare, Former Chief Financial Officer, Senior Vice President, Corporate Controller and Treasurer, Meridian Bioscience, Inc.

"As a former general counsel (interim) then Director of Mergers & Acquisitions of a large publicly traded Fortune 500 company, as well as a former CEO of a smaller publicly traded company, who has worked with Keating Muething & Klekamp for almost 40 years, I can state unequivocally that KMK has the expertise to handle whatever M&A need arises and that they will handle it in an extremely cost-effective and professional manner." — Christopher B. Hewett, Principal, Aspen Development Group

Representative Clients

American Financial Group, Inc.

AtriCure, Inc.

Cintas Corporation

Empeiria Capital Management LLC

Meridian Bioscience, Inc.

Multi-Color Corporation

Roebling Capital, LP

Experience

KMK represented American Financial Group, Inc. (NYSE: AFG) in its sale of Great American Life Insurance Company and its related annuity business assets to Massachusetts Mutual Life Insurance Company (MassMutual) for $3.5 billion.
KMK represented Infinity Property and Casualty Corporation in its $1.6 billion merger with Kemper Corporation. KMK represented Infinity with all legal aspects of the transaction including registration of Kemper's equity securities as a merger consideration with the Securities and Exchange Commission and preparation of the merger proxy materials on behalf of Infinity Property and Casualty Corporation. Sidley Austin LLP served as counsel for Kemper Corporation.
KMK represented Multi-Color Corporation in its $1.4 billion acquisition of the Labels Division of Constantia Flexibles, comprised of 23 manufacturing facilities in 14 countries.
KMK represented Cintas Corporation in its joint venture with Shred-it International, which combined the second and fourth largest shredding companies in the United States to create the world’s largest document destruction company, with $600 million in combined revenues and operations in 18 countries. KMK represented Cintas in all facets of its joint venture transaction, including M&A, securities, labor, real estate, employee benefits, and environmental.
KMK represented Bombe Asset Management in its $125 million investment in The Parking REIT and related tender offer.
KMK represented Cintas Corporation in the subsequent sale of its investment in Shred-it International to Stericycle, Inc. for $2.3 billion.
KMK represented Cintas Corporation in its purchase of Zee Medical from McKesson Corporation for approximately $130 million.
KMK represented Multi-Color Corporation in its acquisition of Graphic Packaging International, Inc.’s heat transfer label business for consideration of $80.7 million cash.
KMK represented Multi-Color Corporation in its acquisition of Super Enterprise Holdings Berhad (Super Label) by a tender offer for its publicly traded shares. Super Label was formerly a publicly listed company on the Bursa Malaysia stock exchange and has operations in Malaysia, Indonesia, Philippines, Thailand and China.
KMK represented AtriCure in its acquisition of nContact Surgical, Inc. for $100 million closing consideration payable in AtriCure common stock, with up to $150 million in additional consideration possible. KMK represented AtriCure in all facets of the triangular merger transaction, including securities and M&A.
KMK represented Orchard Holdings Group LLC in the acquisition of capital stock of LAI Holdings II Inc. d/b/a The Lucas Group from LAI Holdings I Inc.
KMK represented Orchard Holdings Group LLC in the acquisition of capital stock of Messenger Holding Corp.
KMK represented Orchard Holdings Group LLC in the acquisition of the capital stock of Bock & Clark Corporation and the financing related to such acquisition and ongoing operational needs.