Securities Regulation Compliance: Keating Muething & Klekamp PLL

Overview

Today’s complex regulatory environment and increased scrutiny from investors and proxy advisors requires knowledgeable counsel that is highly accessible, efficient and cost-effective. At KMK, we offer clients top legal talent combined with low overhead—one of the reasons we choose to maintain a single office and leverage technology to its best advantage.

KMK is counsel to public corporations, boards of directors and investors in nearly all areas of federal and state securities law compliance, corporate governance and capital markets transactions. Our clients include companies traded on the New York Stock Exchange, NASDAQ, and over- the-counter markets, including middle-market companies and Fortune 500 public corporations.

Our clients span a variety of industries, including medical device technology, diagnostics and life sciences, lighting, manufacturing, insurance, consumer products, restaurants, financial institutions, and others. Our investor clients include venture capital firms, family offices, angel and private investors and hedge funds.

Representative Clients

American Financial Group, Inc.

AtriCure, Inc.

Cintas Corporation

Fifth Third Bank, National Association

Hillenbrand, Inc.

Infinity Property and Casualty Corporation

LSI Industries Inc.

Medpace Holdings, Inc.

Meridian Bioscience, Inc.

Meritage Hospitality Group Inc.

Multi-Color Corporation

Experience

Business Combinations

Bombe Asset Management in its $125 million investment in The Parking REIT and related tender offer
American Financial Group (NYSE: AFG) in its: $285 million tender offer for National Interstate; $250 million acquisition of Summit Holdings Southeast Inc. and related companies from Liberty Mutual Insurance; $295 million sale of medicare supplemental and critical illness buisness to Cigna Health
AtriCure (NASDAQ: ATRC) in its: $60 million acquisition of Endoscopic Technologies; and $250 million acquisition of nContact Surgical
Cintas Corporation (NASDAQ: CTAS) in its: $2.2 billion acquisition of G&K Services, Inc.; $2.3 billion sale of Shred-it International Inc. to Stericycle, Inc.; sale of managed solutions business to private equity fund; sale of document storage and imaging business to Access CIG; and $130 million acquisition of Zee Medical from McKesson Corp.
Infinity Property & Casualty Corporation (NASDAQ: IPCC) in its: $1.6 billion merger with Kemper Corporation
Kendle International (NASDAQ: KNDL) in its: $230 million merger with Avista/INC Research and related consent solicitation for $140 million of senior subordinated convertible debt securities; $215 million acquisition of clinical services businesses of Charles River Laboratories; and acquisition of DecisionLine Clinical Research
Meridian Bioscience (NASDAQ: VIVO) in its $120 million acquisition of GenePOC; acquisition of Magellan Diagnostics.
Midland Company (NASDAQ: MLAN) in its: $1.3 billion merger with Munich Re
Multi-Color Corporation (NASDAQ: LABL) in its: $2.5 billion sale to Platinum Equity in a take private transaction; $1.3 billion acquisition of Constantia Labels and related issuance of equity securities; and $355 million acquisition of York Label Group and related issuance of equity securities

Debt Offerings

American Financial Group (NASDAQ: AFG) in its: underwritten offerings of senior and subordinated debt securities aggregating in billions of dollars
Hemagen Diagnostics (NASDAQ: HMGN) in its: exchange offer for senior secured convertible debt securities
Infinity Property & Casualty Corporation (NASDAQ: IPCC) in its: $275 million underwritten secondary offering of senior debt securities and related redemption of $210 million of senior debt securities
Kendle International (NASDAQ: KNDL) in its: $225 million underwritten offering of senior subordinated convertible debt securities and related hedging transactions
Multi-Color Corporation (NASDAQ: LABL) in its: $600 million and $250 million underwritten offerings of senior debt securities under Rule 144A and Regulation S

Equity Offerings

Armstrong World Industries, Inc. (NASDAQ: AWI) Asbestos Personal Injury Settlement Trust in its: underwritten secondary offerings of equity securities of $450 million, $230 million, $185 million, and $100 million and related $125 million share repurchase by AWI; and $150 million and $85 million block trades under Rule 144
AtriCure (NASDAQ: ATRC) in its: $90 million, $80 million and $25 million underwritten secondary offerings of equity securities
LSI Industries (NASDAQ: LYTS) in its: $50 million underwritten secondary offering of equity securities
Meridian Bioscience (NASDAQ: VIVO) in its: $60 million underwritten secondary offering of equity securities
Midland Company (NASDAQ: MLAN) in its: $60 million underwritten secondary offerings of equity securities; and $24 million underwritten offerings of trust preferred securities
WR Grace (NASDAQ: GRA) Asbestos PI Trust in its: underwritten secondary offering of Sealed Air Corporation equity securities of $295 million and related share repurchase by Sealed Air; and $335 million block trade under Rule 144

Election Contests

Casablanca Capital (NASDAQ: CLF) in its: proxy contest involving Cliffs Natural Resources
Casey Capital (NASDAQ: ESSX) in its: proxy contest involving Essex Rental
Lenox Wealth Management in its: proxy contests and unsolicited offers involving Lenox Bancorp and First Franklin Corporation (NASDAQ: FFOH)
RX Investor Value Corp. in its: proxy contest involving HealthWarehouse.com, Inc.(OTC: HEWA)