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Brian Keeler focuses on structuring, negotiating, and documenting complex corporate and commercial transactions, including mergers and acquisitions, private equity, and growth capital transactions. Brian has substantial experience with respect to the use of representations-and-warranties insurance in private equity and other M&A transactions, having advised clients on more than 60 insured M&A transactions. He 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.
Represented the owners of the Apple Montessori Schools group of companies in their sale of the business to private equity firm Spanos Barber Jesse & Co.
Represented hardware and software telematics company, Agero, Inc. in its acquisition of the connected-vehicle business of ATX Group, Inc.; Agero’s subsequent sale of the connected-vehicle business to Sirius XM Radio Inc.; and Agero’s acquisition of SwoopMe
Represented AIG Highstar Capital in connection with its private equity and subordinated debt investment in a high-turnover natural gas storage facility
Represented Amicas Inc., a medical image-sharing hardware and software company, in connection with several rounds of venture capital financing and the acquisition of Amicas by VitalWorks Inc., a public company
Represented Aptis Communications Inc. in connection with its two rounds of venture capital financing and the acquisition of Aptis by Nortel, a public company
Represented Argyle Executive Forum, LLC in the sale of Argyle to private equity firm The Wicks Group of Companies
Represented 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.”
Represented 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 represented 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
Represented Celect, Inc. in its sale to NIKE, Inc. (NYSE: NKE)
Represented Crystal Rock Spring Water Company, a privately held spring water company, in connection with its merger with Vermont Pure Holdings Ltd., a publicly held spring water company
Represented the stockholders of Delta F Holding Corporation in their sale of Delta F to Spectris plc, a U.K.-based public company
Represented General Electric Capital Corporation (GECC) in connection with its investment in a 454 megawatt coal-fired electric power plant in Puerto Rico
Represented Harmonix Corporation in connection with the merger of Harmonix into Terabeam Corporation for cash, convertible notes and Terabeam stock
Represented Heilind Electronics, Inc. in its acquisitions of Arconix USA, Thompson Electronics Corporation, Interstate Connecting Components, Inc., and TREK Connect, Inc.
Represented private equity firm Heritage Partners in leveraged buyouts and recapitalizations of Klearfold Inc. and 20th Century Plastics Inc.
Represented Kewill Systems plc, a UK public company, in the sale of its ERP software division to Exact Holding N.V., a Dutch public company
Represented Robert K. Kraft in his purchase of the New England Patriots NFL football team
Represented LeCroy Corporation in connection with 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.
Represented MatlinPatterson Global Opportunities Partners and SISU Capital, as an ad hoc committee of bondholders, in connection with the acquisition of the Vantico Group, one the world’s largest specialty chemicals manufacturers, and the concurrent restructuring of Vantico’s debt
Represented MedVentive Inc., a medical practice management software company, in its sale to McKesson Corporation (NYSE: MCK)
Represented hardware and software company, Mercom Systems in its sale to Verint Systems Inc. (Nasdaq: VRNT)
Represented 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.
Represented private equity firm Platinum Equity in acquisitions of American Racing Equipment, Precision Flamecutting and Steel, and Sugar Steel Co.
Represented 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
Represented RoweCom Inc. in connection with 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 represented RoweCom in connection with 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 connection with RoweCom’s merger with Divine Inc. in a tax-free stock swap.
Represented the independent directors of the Strong Mutual Funds in connection with the merger of the Strong Mutual Funds into the Wells Fargo Mutual Funds
Represented Barry and Eliot Tatelman, the owners of the Jordan’s Furniture chain of furniture retail superstores, in connection with the sale of the Jordan’s Furniture chain to Berkshire Hathaway Inc.
Represented VoiceSignal Technologies and its stockholders in the sale of VoiceSignal to Nuance Communications
Represented Wendy’s International Inc. and its Tim Hortons subsidiary in connection with 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
Represented 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
Awards and Affiliations
American Bar Association
Boston Bar Association
Massachusetts Bar Association
Trustee of the Social Law Library – Boston
Clerkship to Chief Justice Edward F. Hennessey of the Massachusetts Supreme Judicial Court (1987 - 1988)
Boston University School of Law, 1987, Juris Doctor, Magna Cum Laude
Siena College, 1980, Bachelor of Arts
Siena College, 1982, Bachelor of Business Administration, Magna Cum Laude
State University of New York at Albany, 1983, Master of Science