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Mergers & Acquisitions

KMK has deep experience in both domestic and international M&A deals, representing a broad array of public and private companies, and KMK can deliver the same or better quality services at significantly lower rates than other firms with similar capabilities. Below is a representative listing of KMK’s international engagements as well as a representative listing of domestic M&A and Securities deals. Notably, KMK’s Securities lawyers are involved in more filings with the U.S. Securities and Exchange Commission than any other Cincinnati-based law firm.

Mergers and acquisitions involve multiple disciplines. We have a dedicated team of lawyers that regularly provides assistance in the many issues presented in M&A transactions, including labor and employment, employee benefits, and environmental law issues. Collectively, the group has M&A experience in many industries, including airlines, banking, chemicals, energy, financial services, information technology, retail, telecommunications, utilities and manufacturing.

  • Acquisition and divestiture transactions, representing both sellers and purchasers
  • Assist clients in raising funds for both taxable and nontaxable acquisition transactions
  • Handle large and complex M&A transactions such as tender offers, leveraged buyouts, joint ventures, recapitalizations, proxy contests, and asset and stock sales and purchases
  • Advise on tax ramifications
  • Handle Hart Scott Rodino Act and other regulatory filings

experience

  • 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. Stikeman Elliott (Toronto) represented Shred-it.

  • KMK also represented Cintas Corporation in the subsequent sale of its investment in Shred-it International to Stericycle, Inc. for $2.3 billion. Shred-it was represented by Stikeman Elliot (Toronto), and Stericycle was represented by Sidley Austin (Chicago).

  • KMK represented Cintas Corporation in its purchase of Zee Medical from McKesson Corporation for approximately $130 million. Morrison & Foerster (San Francisco) represented McKesson.

  • 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. Alston & Bird (Atlanta) represented the Seller.

  • 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. The Seller was represented by Wyrick Robbins (Raleigh).

  • KMK represented Divisions, Inc. and its affiliated entities, New FM Acquisition Company, LLC, Divisions Holding Corporation, and Divisions International LLC, in connection with its Stock Purchase Agreement, Investment Agreement, and restructuring of revolving and term loan facilities and in all facets of the transaction, including tax and M&A. Details include $28.8 million payable in cash; investment of $16 million into Divisions by Caltius Partners IV, LP and Caltius Partners Executive IV, LP in exchange for Senior Subordinated Notes; and $21.5 million revolving and term loan facilities. Caltius Partners IV, LP and Caltius Partners Executive IV, LP were represented by DLA Piper LLP (Washington, D.C.); PNC Bank, National Association(lender) was represented by Frost Brown Todd LLP; certain existing shareholders of Divisions were represented by Frost Brown Todd LLP and Katz Teller Brant & Hild. Divisions was successfully recapitalized in a leveraged recapitalization in November 2014 in which KMK represented Divisions.

  • 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. The Seller was represented by Goodwin Procter (Boston).

  • KMK represented Orchard Holdings Group LLC in the acquisition of capital stock of Messenger Holding Corp. The Seller was represented by Katten Muchin Rosenman LLP (Chicago).

  • 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. The Seller was represented by Katten Muchin Rosenman LLP (Chicago).

Representative Clients

  • American Financial Group, Inc.
  • AtriCure, Inc.
  • Cintas Corporation
  • Kendle International Inc.
  • Miami Systems
  • Multi-Color Corporation
  • Orchard Holdings Group LLC
  • Specialty Envelope, Inc.
  • Wallingford Coffee Mills, Inc.

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