Brian Kerwin is Chairman of Duane Morris’ Corporate Practice Group, a member of the firm’s five-partner Executive Committee and a member of the firm’s national governing Partners Board. The Corporate Practice Group consists of nearly 175 attorneys in 14 offices.
Brian has extensive experience representing business entities, lenders, private equity funds and entrepreneurs in various business and financing transactions, including the buying and selling of companies, acquisition financings, capital raises, syndicated secured loan transactions, fund formations and equity investments.
In 2016, among others, Brian led the following secured finance transactions: Represented Monroe Capital as agent and lead lender in a syndicated senior credit facility in support of Invus’ acquisition of Ashley Stewart (plus-size fashion leader); represented Fifth Third Bank as agent and lead lender in a $61.5 million syndicated senior acquisition financing to marketing and communications solutions leader; represented PrivateBank as agent and lead lender in a $100 million syndicated secured financing to a premier provider of post-acute care; represented CapX Partners in a $15 million senior growth capital financing to a national education and tutoring provider; represented The PrivateBank as agent and lead lender in a $115 million syndicated acquisition financing to a multi-borrower group affiliated with Envoy Health Care; represented Wintrust Financial in a $11 million secured financing to a national industrial specialty chemical company; and represented Byline Bank, Sponsor Finance Group, in a $11.5 million secured acquisition financing to a cable suspension system leader.
Also in 2016, among others, Brian led the following M&A transactions: Represented Alpine Investors, LP in the sale of FFO Home, a leading regional furniture retailer to a national private equity fund; represented YDesign Group, a portfolio company of a private equity fund client, in its acquisition of Lumens, a high-end lighting, modern furniture and accessories company; represented Trialon Corporation in its sale to Resilience Capital Partners; represented The O’Gara Group in the sale of a wholly-owned subsidiary to a global security and weapons manufacturer; and represented Constructive Media in its sale to a national private equity fund.
In 2015, Brian led a number of M&A transactions, including involving Vikaran Solutions, Product Safety Resources, Prograde, 2Innov8, O’Gara Sensor Technology Systems, and Coolmath. He also closed a number of acquisition financings, syndicated financings and venture capital debt financings involving a number of companies in a variety of industries, including Alora Pharmaceuticals, Cytovance Biologics, Orion Food, Premier Performance, Sun Valley, Leonard Aluminum, Hunt Valve, Pride Engineering, Saladworks, Summit Medical, Diversicare, Dixie Diamond, Cavallo Bus Lines, Propero, Advocat, Megalytics, TGI Systems, Fusion Academy, and Bucketfeet.
In 2014, Brian closed the following deals: sale of a benefits payments processing services company headquartered in Michigan to The Riverside Company; the $80 million secured financing by a national lender to a multi-borrower group in the Southeast; the sale of Vapor Power International, a manufacturer of boilers, generators and thermal fluid heaters, to Stone Pointe Partners; the acquisition financing by Wintrust Financial of a new portfolio company of Prairie Capital; and the purchasers of fifteen skilled nursing homes and assisted living facilities in the Midwest.
In 2013, Brian led and closed the following transactions: sale of American Gaming Systems to Apollo Global Management for in excess of $200 million; $500 million financing to Jones Financial Companies (parent of Edward Jones Companies); sale of Agile Partners Technologies, LLC to Questor Group; $75 million senior secured financing from a national lender to support the growth of Alora Pharmaceuticals, LLC and its affiliates; the purchase of American Thrift Stores by a private equity fund; the agent and lead lender in a $160 million syndicated secured financing to a 50 plus member borrower group; and the $30 million financing of the recapitalization of an Ohio based software company.
In 2010, Brian closed a number of transactions, including a $400 million financing for one of the country’s largest full-service brokerage firms provided by a multi-bank syndicate; a $10 million private placement for a high tech company; a $28 million acquisition financing of a group of skilled nursing homes; six M&A financings in connection with a consolidation of a national medical evaluation business; and the sale of a dredging business in Iowa for $45 million.
In 2009, despite a troubled national economy, Brian’s transactional practice continued to flourish. He closed eight M&A transactions and ten financings, ranging respectively in size from $15 million to $220 million, including the buyer of fifteen dental clinics throughout the Midwest; the agent lender in a $110 million syndicated acquisition warehouse debt facility; the seller of a recycled plastics products business based in Minnesota to a national private equity fund; and the purchaser of a salt and water softener company. In addition, he handled a $50 million capital raise for a venture capital focused fund-of-funds.
In 2007, Brian represented, among others, the shareholders of a plastics company in its sale for over $110 million; a buyer in its acquisition of two unrelated companies based, respectively, in North Carolina and Texas and obtainment of a concurrent $60 million syndicated financing; a national lender in its acquisition financing of a multi-borrower group for over $40 million; an audio and video conferencing equipment company in its sale for approximately $30 million to a global distributor of technology products; and the purchaser of 27 retail furniture stores in Arkansas, Kansas, Missouri and Oklahoma.
During his tenure with Skadden, Arps, Slate, Meagher & Flom, Brian worked as a member of the team of lawyers representing Sara Lee Corporation in its acquisition of Playtex Apparel, Inc.; Alliant Techsystems, Inc. as issuer of $50 million of senior secured notes to a syndicate of insurance companies; Credit Suisse Canada as agent for a bank syndicate providing $575 million to Quebecor Printing (USA) Inc. for its acquisition of the Maxwell Graphics Unit of Macmillian, Inc.; United Air Lines, Inc. in its purchase of certain substantial assets of Pan American World Airways, Inc.; and Honeywell Inc. in obtaining credit facilities aggregating $190 million in connection with a spin-off of one of its defense divisions.
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