Brian Keeler

Partner

Boston Phone +1.617.951.8710 Fax +1.617.428.6324

One Federal St.//Boston, MA 02110-1726//United States

Brian Keeler focuses on structuring, negotiating, and documenting complex corporate and commercial transactions, including mergers and acquisitions, private equity, and growth capital transactions. He has substantial experience in the use of representations-and-warranties insurance, having advised clients on more than 90 insured M&A transactions ranging from less than $10 million to more than $5 billion. Brian also assists clients in resolving business disputes through negotiation, mediation, arbitration, and litigation.

Previously, Brian served as a law clerk to the Honorable Edward F. Hennessey, Chief Justice of the Supreme Judicial Court of Massachusetts. He is also a Certified Public Accountant. Before joining Morgan Lewis, Brian was a partner in the corporate practice group of another international law firm.

selected representations

Agero, Inc. in its acquisition of the connected-vehicle business of ATX Group, Inc. and subsequent sale of the business to Sirius XM Radio Inc.; and a number of other acquisitions including MBSi/MarkerLab, SwoopMe, and Road America Motor Club
AIG Highstar Capital in its private equity and subordinated debt investment in a high-turnover natural gas storage facility
Amicas Inc., a medical image-sharing hardware and software company, in several rounds of venture capital financing and the acquisition of Amicas by VitalWorks Inc., a public company
The owners of the Apple Montessori Schools group of companies in their sale of the business to private equity firm Spanos Barber Jesse & Co.
Aptis Communications Inc. in connection with two rounds of venture capital financing and the acquisition of Aptis by Nortel, a public company
Argyle Executive Forum, LLC in the sale of Argyle to private equity firm The Wicks Group of Companies
Blue Bell Mattress Company in a transaction involving a leveraged recapitalization and the acquisition of a controlling equity interest in Blue Bell by private equity firm Longroad Asset Management; the deal was selected as the M&A Advisor/ACG NY “Leveraged Buyout of the Year.”
Private equity firm Bunker Hill Capital in its acquisitions of Specialty Coating Systems Inc., California Family Fitness, /n Spro Inc., SunBriteTV, DeyFischer Consulting, Vesta Partners, Dyno Merchandise, Hubbardton Forge, ASPEQ Heating Group and Taos Mountain. Also Bunker Hill Capital in its sales of Specialty Coating Systems (selected by The Deal as 2008 “Deal of the Year”), SunbriteTV, California Family Fitness, the Smith & Wollensky Restaurant Group, the Rizing group of companies, and the ASPEQ Heating Group companies
Celect, Inc. in its sale to NIKE, Inc. (NYSE: NKE)
Crystal Rock Spring Water Company, a privately held spring water company, in its merger with Vermont Pure Holdings Ltd., a publicly held spring water company
The stockholders of Delta F Holding Corporation in their sale of Delta F to Spectris plc, a U.K.-based public company
General Electric Capital Corporation (GECC) in its investment in a 454 megawatt coal-fired electric power plant in Puerto Rico
Harmonix Corporation in the merger of Harmonix into Terabeam Corporation for cash, convertible notes and Terabeam stock
Heilind Electronics, Inc. in its acquisitions of Arconix USA, Thompson Electronics Corporation, Interstate Connecting Components, Inc., and TREK Connect, Inc.
Private equity firm Heritage Partners in leveraged buyouts and recapitalizations of Klearfold Inc. and 20th Century Plastics Inc.
Kewill Systems plc, a UK public company, in the sale of its ERP software division to Exact Holding N.V., a Dutch public company
Robert K. Kraft in his purchase of the New England Patriots NFL football team
LeCroy Corporation in a “bridge-to-IPO” equity/subordinated debt financing; LeCroy’s IPO and follow-on public offerings; LeCroy’s acquisitions of Digitech Industries Inc. and Lightspeed Electronics Inc. in tax-free reorganizations; and the acquisition of LeCroy by Teledyne Technologies Inc.
MatlinPatterson Global Opportunities Partners and SISU Capital, as an ad hoc committee of bondholders, in the acquisition of the Vantico Group, one the world’s largest specialty chemicals manufacturers, and the concurrent restructuring of Vantico’s debt
MedVentive Inc., a medical practice management software company, in its sale to McKesson Corporation (NYSE: MCK)
Hardware and software company, Mercom Systems in its sale to Verint Systems Inc. (Nasdaq: VRNT)
Newbridge Networks Corporation, a public company based in Canada, in a series of equity investments in US high-tech companies, and in Newbridge’s acquisition of Northchurch Communications Inc.
Private equity firm Platinum Equity in acquisitions of American Racing Equipment, Precision Flamecutting and Steel, and Sugar Steel Co.
Pulver.com Inc., which owns and operates several high-technology conference events, in a sale of its “Voice on the Net” conference event series to Key3Media Group Inc. and subsequent repurchase of that business from Key3Media
Rhode Island Textile Company (d/b/a Westminster Pet Products) in its sale to AUA Private Equity Partners
RoweCom Inc. in three rounds of venture capital financing; RoweCom’s IPO; two post-IPO “PIPE” placements of convertible debt and warrants; and RoweCom’s acquisitions of Corporate Subscription Services Inc., and the Information Services Group of Dawson Holdings PLC. He also RoweCom in its proposed acquisition of NewsEdge Corporation (merger agreement signed but terminated before closing by mutual consent and the payment of a break-up fee to RoweCom), and in RoweCom’s merger with Divine Inc. in a tax-free stock swap.
The independent directors of the Strong Mutual Funds in the merger of the Strong Mutual Funds into the Wells Fargo Mutual Funds
Barry and Eliot Tatelman, the owners of the Jordan’s Furniture chain of furniture retail superstores, in the sale of the Jordan’s Furniture chain to Berkshire Hathaway Inc.
VoiceSignal Technologies and its stockholders in the sale of VoiceSignal to Nuance Communications
Wendy’s International Inc. and its Tim Hortons subsidiary in the acquisition of the Bess Eaton Donut chain through a prepackaged bankruptcy sale in which Tim Hortons acted as the “stalking horse” bidder and won a spirited bidding contest with Dunkin’ Donuts
Private equity firm The Wicks Group of Companies in its disposition of The Gordian Group, its acquisition and disposition of Northstar Travel Media, and its acquisitions of McMurry Inc., The Magazine Group, Manifest Digital, Bisnow, and Invo HealthCare Associates