Brian M. O'Neill

Mergers & Acquisitions

Technology and TMT

• Represented a leading technology solutions company in connection with the sale of its advanced technology, integration, and managed services divisions to a prominent worldwide technology company based in Europe with major U.S. operations and business
• Represented a regional consulting firm in the acquisition of a controlling interest in a technology solutions firm and the merger of the firm’s technology consulting firm into the target to form an expanded IT-managed services company
• Represented the shareholders of a high-profile Michigan-based software and benefits compliance company in the sale/merger of the company into a subsidiary of Axcel Partners / KKR
• Represented a family office in connection with ongoing staged investments in a SaaS software services company with the objective of exiting in the next two to three years
• Represented a digital metrics / analytics database marketing and interactive firm in its merger with a private equity firm’s platform company to create a leading analytics-driven customer engagement company; also represented the rollover equity shareholders in the successful exit several years later
• Represented the members of ToolingU, a venture-backed software and online learning company (for industrial sector) in the sale of the company to a high-profile national trade association
• Represented a U.S.-based corporation in the formation of a domestic joint venture with foreign partners to develop and commercially exploit a patented technology
• Represented a leading intelligence aggregator in the sale of the company to a joint venture formed by the top insurance companies in the U.S.
• Represented the shareholders of a high-profile technology and network consulting company in an exit transaction with a leading publicly held technology consulting company
• Represented a hedge fund in connection with a PIPE investment in a technology-focused company
• Represented numerous clients and corporate executives in the negotiation of employment agreements, non-qualified plans, equity incentives, and equity-related agreements

Manufacturing and Distribution; Business Services

• Represented a leading colorant manufacturer and its shareholders in the sale of the company to a private equity firm, including equity rollovers and management agreements; several years earlier, and as a key step in the successful exit, represented the company in the strategic acquisition of one of its largest competitors in the industry and related financing; with private equity support, the company has recently acquired another major competitor
• Represented a privately held corporation in the spin-off of a major operating division to the industrial platform of a major foreign-led investment fund
• Represented a foreign conglomerate and its North America holding company in the strategic acquisition of a privately held building materials manufacturer based in Michigan
• Represented a leading audio and video technology solutions company with a strong presence in the health care space in the sale of the company to one of its largest suppliers; the exit transaction was delayed for a short period in order for the company to complete a strategic acquisition of one of its top competitors, adding significant value to the exit valuation
• Represented a company engaged in brokering scrap in the aerospace industry to a strategic competitor
• Represented a Cleveland-based private equity fund in the acquisition of a lumber and hardwoods company as a platform acquisition, and the subsequent divestiture to a strategic buyer
• Represented a manufacturer of pressure-sensitive film label stock and a custom label manufacturer in strategic acquisitions by 3M Co. as part of a tax-free reorganization
• Represented the shareholders of a national chemical and coatings company in the sale of the company and its foreign subsidiaries to Akzo Nobel NV, the largest coatings company in the world
• Represented a public company in connection with the acquisition of a medical device company
• Represented the management team of a Cleveland-based manufacturing company ($500MM+ revenue) in the sale of the company by one private equity firm to another private equity firm, including management retention agreements, bonus plans, equity rollover, employment agreements, and restricted stock
• 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 a private equity firm in the acquisition of a motorcycle manufacturing company
• Represented a steel service center company in connection with corporate restructuring and recapitalization
• Represented a Florida-based surgical instrument repair company in a sale to a publicly held strategic buyer
• Represented a leading international provider of parts and service to the beverage bottling industry in its strategic acquisition by a subsidiary of a leading Japanese trading company
• 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
• Represented an Ohio-based manufacturing company in the purchase of a large competitor through a Section 363 secured party sale
• Represented a French energy conglomerate in connection with several acquisitions in the U.S.
• Represented a private equity group in the acquisition of a public national franchise company in a going-private transaction and related financing
• Represented a private equity firm in the corporate reorganization of a platform company
• Represented an auto dealer in connection with the acquisition of a distressed dealership and a joint venture with another dealership
• Represented a joint venture in the strategic acquisition of a Chinese import business and related debt and equity financing
• Represented a tier-two auto supplier in connection with the sale to 100%-owned ESOP
• Represented numerous clients in the creation and implementation of equity incentive plans for key executives and employees

Transportation and Logistics

• Represented a privately held U.S. transportation and logistics company in the divestiture of a major joint venture interest to its strategic partner, which was affiliated with the Chinese government; represented the same client in a number of other strategic acquisitions and divestitures
• Represented a family-owned logistics company in a corporate restructuring that resulted in the CEO family member gaining 100% control and repositioning the company for significant growth
• Represented a shipping and logistics company in the acquisition of several trucking companies
• Represented equity investors in SaaS company focused on transportation and logistics

Professional Services, Wealth Advisory and Financial Services

• Represented a leading regional CPA firm and its affiliates and partners in a merger with a national CPA firm to become a top 15 national firm; the transaction also involved the separate merger of the wealth advisory practices of both CPA firms
• Represented an investment advisory firm and its shareholders in a merger with another investment advisory and fund management firm to create a new company with over $4 billion in assets under management
• Represented a privately held, Cleveland-based investment management firm in its strategic acquisition by a nationwide provider of wealth management services
• Represented the shareholders of a high-profile wealth management and investment advisory firm in the sale/merger of the company into another investment advisory firm, including equity rollover, employment agreements, and restricted stock awards
• 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

Environmental Services

• Represented a leading environmental remediation services company and its shareholders in the sale to a private equity firm, including management retention and employment agreements and equity rollover
• Represented an environmental transportation and services company and its shareholders in the strategic sale to a leading national environmental services firm
• Represented a Northeast Ohio waste disposal company in the sale of the company to the largest publicly held waste company in the U.S.
• Represented the owner of a major landfill operation in the sale to a large public company
• Represented a private equity firm in an add-on acquisition involving a secured party sale transaction and debt restructuring

Consumer Products

• Represented The Great Lakes Brewing Co., a top 20 national craft brewing company, in connection with the formation of its ESOP in 2018
• Represented a high-profile consumer brands company in connection with the sale of its flagship brands in North America to a worldwide consumer brands company; the transaction also involved worldwide (outside of North America) licensing arrangements for the flagship and other brands
• Represented a leading retail goods company in connection with an out-of-bankruptcy debt restructuring, mezzanine financing, and corporate restructuring, including acquisition of all foreign shareholders

Real Estate

• Represented a regional real estate brokerage firm in connection with a national franchise “roll-up”
• Represented the selling shareholders of the then seventh largest U.S. residential real estate brokerage company in the sale to a publicly held buyer as part of a tax-free brokerage reorganization
• 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 the buyer in connection with the acquisition and restructuring of a construction company, including corporate and debt restructuring
• Acted as special counsel to a St. Louis-based ski resort operator in its acquisition of two of Northeast Ohio’s ski resorts and related financing matters
• Represented a Canadian private equity group as Ohio counsel in its acquisition of Boykin Lodging Co. (a hotel REIT) as part of a going-private transaction and related financing

Real Estate

Corporate Real Estate

• Represented a leading insurance broker in connection with lease of corporate headquarters, including building naming rights and major amenities
• Represented a public company in connection with lease of corporate headquarters facilities
• Represented a high-profile Cleveland-based company on construction contracts for its new corporate headquarters facility
• Represented a privately held company in the development of its worldwide corporate headquarters facility in Cleveland, Ohio at a former brownfields site; project involved site acquisition, construction, environmental, tax abatements, job credits, port authority bonds, and state and city loans
• Represented a national franchise company in the acquisition of its U.S. headquarters facility in Ohio
• Represented a private equity firm in connection with the sale/leaseback of the headquarters office and operating facilities for several of its portfolio companies
• Acted as lead counsel to an Ohio public company in a $100-million plant expansion; project involved fast-track design and construction, technology implementation, equipment procurement and installation, sale/leaseback structure for tax purposes, tax abatements, port authority financing, State of Ohio development loans, and various other governmental grants and loans
• Acted as special counsel to a steel manufacturing company in the acquisition of several major steel manufacturing companies and facilities in Ohio and various development process design and expansion projects at these facilities
• Acted as lead counsel to a public company in the relocation of its corporate headquarters facility to Strongsville, Ohio; also regularly represented this company in connection with the acquisition and development, disposition, and leasing of various manufacturing, distribution, and retail facilities throughout the United States
• Represented a national publicly held company in connection with the acquisition and privatization of a state-owned prison facility in Ohio
• Acted as lead counsel to a local community college in connection with $100-million construction/renovation projects at three campuses, technology procurement, and its entire energy conservation (guaranteed savings) program involving all of its facilities

Development and Investment

• Represented a real estate joint venture in the recent development of a new high-rise residential, commercial, and parking project in downtown Cleveland, including various tranches of private and public financing and TIF
• Represented equity investors in a proposed joint venture development of a high-rise office, residential, hotel, and commercial project in downtown Cleveland
• Represented the developer of the Flats East project in Cleveland in connection with an anchor lease for 150,000+ RSF with a Big Four accounting firm and other tenant leases
• Acted as project leader and counsel for a national law firm in the firm’s relocation to its new 100,000+-square-foot headquarters offices; the project involved site selection, lease negotiation, design, construction, technology, and relocation
• Regularly represented one of the largest shopping centers REITs in the United States in connection with portfolio shopping center divestitures, outlot sales, site assemblage and acquisition/development projects, ECRs, joint ventures and unwinds, and various financing transactions
• Represented a non-profit school in the acquisition and site development for a new high school facility and related financing
• Represented an auto dealership in the acquisition of dealerships and campus properties in Akron, Ohio
• Represented a client in the acquisition and assemblage of a 90-acre parcel in Northern Ohio and a joint venture for the development of a new retail mall and medical office building
• Represented a high-profile Cleveland-based developer and property owner in the sale and liquidation of its entire real estate portfolio, including shopping centers, apartment buildings, a theater, and a prominent Cleveland office building
• Represented various Ohio country clubs in the sale of real estate to commercial and retail developers, including the negotiation of all easements and restrictive covenants
• Represented a private equity firm in the formation of a joint venture for the development of a 60-acre parcel in Northern Ohio as a lifestyle shopping center, including various 1031 exchange transactions
• Represented a REIT in connection with the disposition of a portfolio of industrial buildings throughout the United States

Finance

• Represented a publicly held company in a $450-million unsecured credit facility and subsequent renegotiation to collateralize loans
• Acted as local counsel to a manufacturing company in senior and subordinated acquisition debt financing transactions in excess of $500 million
• Represents numerous clients in project financing for headquarters and plant expansion projects, including construction loans; tax abatements; tax credits; public financing; state, county, and city development loans and grants; equipment leases; and various other governmental incentives, grants, and loans
• Represented a national bank as agent in a series of syndicated real estate loans to national developers totaling over $500 million for projects in Ohio and Florida
• Represented various national banks in real estate “conduit” loans ranging from $5 million to $150 million
• Represented a national bank as agent in a $100-million syndicated loan to a national logistics company
• Represented a national bank in numerous participations on syndicated large corporate loans ranging from $50 million to $500 million
• Regularly represented various banks in asset-based and commercial loan transactions ranging from $5 million to $250 million
• Regularly represents national banks in the negotiation of complex intercreditor and subordination agreements
• Represented a Cleveland manufacturer in a bond offering for plant expansion
• Represented various corporate borrowers in port authority and other bond financing transactions