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Mergers and Acquisitions Experience

Jon represents both public and private acquirers and targets in domestic and cross-border mergers and acquisitions transactions. Jon represents strategic, private equity and venture capital clients in a wide array of industries.

Representative Cross-Border Mergers and Acquisitions Transactions

• Represented a Wisconsin-based software company in its sale to a Paris-based, worldwide leader of 3D and product lifecycle management solutions.
• Represented a Wisconsin-based software company with operations in the Netherlands and Singapore in its sale to a Swedish public company.
• Represented a global manufacturer of water filters, pump systems, and pool accessories in its complex acquisition of a Vancouver-based aquaculture business with worldwide operations, including Chile and China.
• Represented a Japanese publicly-traded corporation in its acquisition of a global motion control systems manufacturer.
• Represented a Wisconsin-based printing company in its Latin American internal restructuring involving subsidiaries in Brazil, Columbia, Luxembourg, Spain, and the United States.
• Represented a London-based private equity firm in its acquisition of a Canadian-based customer intelligence software company.
• Represented an AIM-listed, London-based provider of portfolio analysis solutions in its acquisition of a New York-based investor analytics company.
• Represented an Illinois-based premium-quality, professional-grade tools manufacturer in its acquisition of a Pennsylvania- and UK-based telecommunications and power utility manufacturer.
• Represented an international-based steel company in its acquisition of an Illinois-based processor and polisher of stainless steel, aluminum, and nickel alloys.
• Represented a large German publicly-traded company in its acquisition of a San Francisco-based market-leading iPaaS company.
• Represented BMT Aerospace, a Belgium-based aerospace company, in its acquisition of a Michigan- based, family-owned commercial heat treat company.
• Represented Barnes Group, Inc., a large US-based public company, in its sale of its Associated Spring™ and Hänggi™ businesses to One Equity Partners, a New York-based private equity firm, for $175 million. The transaction involved separate asset and equity sales in the United States, Mexico, Brazil, Thailand, Switzerland, and Singapore, among others.
• Represented an international-based steel company in its acquisition of a California-based full-service manufacturer of standard and custom aluminum extrusions.
• Represented a London-based private equity firm in connection with its $180 million cross-border “platform” acquisition of a New York-based airport equipment leasing business.
• Represented American Axle & Manufacturing Holdings, Inc., a leading global Tier 1 automotive supplier (NYSE: AXL), in connection with its sale of its commercial vehicle axle business and related assets in India to Bharat Forge Limited for a purchase price of $65 million.
• Represented Steven Madden, Ltd., a leading designer and marketer of fashion footwear, accessories and apparel (NASDAQ: SHOO), in connection with the sale of substantially all of the assets of Greats Brand Inc. to Unified Commerce Group Ltd., a Cayman Islands company limited by shares (“UCG”), in exchange for a minority interest in UCG.
• Represented Steven Madden, Ltd., a leading designer and marketer of fashion footwear, accessories and apparel (NASDAQ: SHOO), in its acquisition of UK-based Kurt Geiger from a group led by international private equity firm Cinven for an enterprise value of approximately $360 million in cash.

 Representative Public Company Mergers and Acquisitions Transactions

• Represented Magnetek, Inc., a publicly-traded digital power and motion control systems corporation with operations in Mexico, England, and Canada (NASDAQ: MAG), in its sale to Columbus McKinnon Corporation (NASDAQ: CMCO).
• Represented OmniComm Systems, Inc. (OTCQX: OMCM), a publicly-traded, strategic software solutions provider to the life sciences industry, in its sale to Anju Software, Inc., a portfolio company of Abry Partners.
• Represented National Research Corporation, a publicly traded health care consulting company (NASDAQ: NRC), in a recapitalization transaction that exchanged each share of class B common stock for one share of class A common stock, plus cash.
• Represented OMRON Corporation, a Japanese publicly traded company, in connection with its acquisition of Adept Technology, Inc. (NASDAQ: ADEP) pursuant to an all-cash tender offer followed by a second-step merger.
• Represented Velocity One in connection with its agreement to acquire EMCORE Corporation (NASDAQ: EMKR), a provider of inertial navigation solutions to the aerospace and defense industry.
• Represented FARO Technologies, Inc. (NASDAQ: FARO), a leading provider of 3D measurement and imaging solutions, in its sale to AMETEK, Inc. (NYSE: AME) for $44 per share in cash, valuing FARO at an enterprise value of approximately $920 million.

Representative Mergers and Acquisition Transactions Involving ESOPs

• Represented Paper Machinery Corporation, a leading manufacturer of paper cup machines, and its shareholders in connection with the transition of 100% ownership of the company to an Employee Stock Ownership Plan.
• Represented Palmer Holland, a North American specialty chemical and ingredient distributor of raw materials, in connection with the transition of 100% ownership of the company to an Employee Stock Ownership Plan.
• Represented a Texas-based, ESOP-owned, legal and financial services technology and outsourcing company, in its sale to a Chicago-based private equity firm.
• Represented Mill Rock Capital, a growth and operations-oriented private investment firm, in connection with its acquisition of Asbury Carbons, Inc., a provider of advanced materials specializing in carbon additive solutions for a wide range of end markets and applications, from the Riddle family and the Asbury Carbons, Inc. Employee Stock Ownership Plan.
• Represented a leading merchant bank in connection with its investment in one of the world’s leading suppliers of component parts for awards, promotional and gift products and sign supplies in connection with its transition of 100% ownership to an Employee Stock Ownership Plan.

 Representative Private Equity Mergers and Acquisitions Transactions

• Represented Baker Tilly LLP, a leading advisory CPA firm, in connection with its strategic investment from private equity firms Hellman & Friedman and Valeas Capital Partners. This transaction represented the largest U.S. advisory CPA private equity transaction to date.
• Represented a global manufacturer of portable machine tools and welding systems in its sale to a San Francisco-based private equity firm.
• Represented Tower Three Partners in its acquisition of 12 private and resort golf courses from Heritage Golf Group, a portfolio company of the Chicago-based private equity firm, GTCR. The golf course properties included a number of PGA-affiliated courses located in Florida, Texas, and South Carolina.
• Represented The Manitowoc Company, Inc., a multi-industry, capital goods manufacturer, in its divestiture of its Kysor Panel Systems business to an affiliate of D Cubed Group LLC, a private market investment firm.
• Represented a Texas-based private equity company in its acquisition of a Texas-based full-service waste management and recycling firm with locations throughout the southeastern United States.
• Represented a Wisconsin-based rubber-molding company and its Mexican affiliate, in its sale to a Boston-based private equity firm.
• Represented Regal Beloit Corporation in its international divestiture of its drives technologies business to Sun Capital Partners, Inc., a leading private investment firm specializing in leveraged buyouts and investments in market-leading companies.
• Represented a Detroit-based private equity firm in connection with the sale of its North Dakota-based pea and barley processor portfolio company.
• Represented Lakeview Equity Partners in its sale of its portfolio company, UAS Laboratories, to Chr. Hansen Holding A/S for approximately US $530m (net of tax assets).
• Represented a leading manufacturer of ready-to-serve “aseptic” food and beverages in its sale to a private equity firm.
• Represented a Michigan-based, global hydraulics company in its sale to an Illinois-based private equity firm.

 Representative Strategic Mergers and Acquisitions Transactions

• Represented a Wisconsin-based manufacturer of food service applications in its sale to a Wisconsin- based food service equipment manufacturer.
• Represented a Wisconsin-based manufacturer of private-label baked custom snacks in its sale to a publicly-traded salty snack company.
• Represented Ariens Company in its acquisition of three specialty brand catalog businesses from W.W. Grainger, Inc.
• Represented a leading global technology provider in its divestiture of an enterprise software and payment solutions system.
• Represented a leading global provider of financial services technology in its acquisition of an electronic payment gateway services company.
• Represented an international wealth management, capital markets, private equity, and asset management firm in its acquisition of an investment firm with client assets of over US$10bn.
• Represented Everett Smith Group, a global car seat manufacturer, in its sale of Eagle Ottawa to Lear Corporation.
• Represented one of the nation’s leading providers of complex rehab technology in its acquisition of a complex rehab technology provider with seven locations in the western United States.
• Represented a middle market debt advisory group in a foreclosure proceeding against a nutritional supplement franchise business.
• Represented Harley-Davidson Inc. in connection with the creation of a joint venture for its e-bicycles business.
• Represented Regal Rexnord Corporation in its acquisition of a Wisconsin-based material handling systems manufacturer for approximately US $310m.
• Represented Caterpillar Inc. in its acquisition of Enhanced Energy Group, Inc. operating as “CarbonPoint Solutions,” a U.S.-based carbon capture technology company.
• Represented PetMed Express, Inc. (NASDAQ: PETS) in its acquisition of a New York-based pet prescription and supplies company for approximately US $36m.
• Represented Steven Madden, Ltd., a leading designer and marketer of fashion footwear, accessories and apparel (NASDAQ: SHOO), in its acquisition of Almost Famous, a designer and marketer of women’s apparel, for $52 million in cash, plus an earn-out provision based on future financial performance.

Employee Stock Ownership Plan (ESOP) Experience

Jon represents closely held businesses in connection with their transition of ownership to an ESOP. Jon also represents buyers and sellers in transactions in which the target company is either partially or wholly owned by an ESOP.

Capital Markets and Corporate Governance Experience

Jon represents issuers in public and private equity and debt securities offerings and provides continuing advice to public companies regarding their federal securities law compliance, disclosure and reporting obligations, and corporate governance. Jon represents or has represented numerous publicly traded companies, including BorgWarner Inc. (NYSE: BWA), Penske Automotive Group (NYSE: PAG), Fiserv, Inc. (NASDAQ: FISV), Oshkosh Corporation (NYSE: OSK), Rockwell Medical Inc. (NASDAQ: RMTI), National Research Corporation (NASDAQ: NRC), Advanced Energy Industries, Inc. (NASDAQ: AEIS), Regal Rexnord Corporation (NYSE: RRX), Marcus Corporation (NYSE: MCS), PetMed Express, Inc. (NASDAQ: PETS), Steven Madden, Ltd. (NASDAQ: SHOO), Lightning eMotors, Inc. (NYSE: ZEV), FARO Technologies, Inc. (NASDAQ: FARO), and Snap-on Incorporated (NYSE: SNA), among others.

Select Capital Markets Transactions

• Represented Whiting Petroleum Corporation in a US $350m 6.500% Notes Offering.
• Represented Snap-on Incorporated in a US $250m 4.250% Notes Offering.
• Represented Briggs & Stratton Corporation in a US $225m 6.875% Notes Offering.
• Represented Bemis Company, Inc. in a US $400m 4.500% Notes Offering.
• Represented Fiserv, Inc. in a US $700m 3.500% Notes Offering.
• Represented Cummins, Inc. in a US $500m 3.650% Notes Offering.
• Represented Oshkosh Corporation in a US $250m 5.375% Rule 144A and Reg. S Offering.
• Represented BorgWarner Inc. in a US $1.1bn 2.650% Notes Offering.
• Represented BorgWarner Inc. in a private exchange offer for Delphi Technologies’ 5.00% Senior Notes.

General Corporate Law Experience

Jon’s general corporate law experience is broad-based, including company formation, capital raising, equity holder agreements, employee and consulting agreements, commercial arrangements, joint ventures, and strategic planning.

Select Proxy Contest and Hostile Tender Offer Defense Transactions

• Represented Oshkosh Corporation in its defense against a proxy contest and hostile tender offer waged by Carl C. Icahn.
• Represented Rockwell Medical, Inc. in its defense against a proxy contest waged by Richmond Brothers, Inc.