Brian O'Neill

Practice Areas

• Corporate/M&A

• Real Estate

• Venture Capital

• Private Equity

• Real Estate

• Finance

Career

Brian O'Neill’s practice and expertise overlap several areas, most notably corporate/M&A, as well as private equity, venture capital, real estate, finance, and commercial lending.

In his corporate/M&A practice, Brian represents public and private companies, private equity funds, and family offices in structuring and negotiating corporate mergers, acquisitions, divestitures, management buyouts, investments, joint ventures, ESOPs, and going-private transactions and regularly advises on corporate governance matters. He also has represented numerous clients with dysfunctional equity shareholder groups and out-of-bankruptcy restructurings and the acquisition and divestiture of distressed assets. His experience crosses a broad range of industries, including technology and software (SaaS), TMT (technology, media, and telecom), general and high-tech manufacturing and distribution, steel and metals processing, aerospace, business services, transportation and logistics, professional services, wealth advisory and other financial services, insurance, environmental services, consumer products, and food and beverage, as well as real estate.

In his real estate practice, Brian represents public and private companies, investors, and developers on major acquisition and development transactions, including joint venture/equity/debt structures, project financing, economic incentives, and entitlements, with particular experience on corporate facilities and headquarters projects.

With years of past experience on the lender side, Brian also regularly represents corporate borrowers on ABL, acquisition, mezzanine, and other commercial and syndicated loan transactions.

Work Highlights

• Regularly represents a French conglomerate on US acquisitions

• Represented a national franchise company in buyout of equity partners

• 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 a domestic private equity fund in the acquisition of a Canadian-based food manufacturer

• 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 top 20 craft brewer in the creation of an ESOP

• 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

• 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

• 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

• 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

• 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 ($500M+ 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 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 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 number of auto dealers in connection with acquisition transactions, including 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 numerous clients in the creation and implementation of equity incentive plans for key executives and employees

• Represented a shipping and logistics company in the acquisition of several trucking companies

• 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

• 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 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

• 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

Professional Memberships

• Leadership Cleveland, Class of 2007

• MetroHealth Foundation, Board of Trustees (Chair 2018-2021 and Exec Committee 2011-2021)

• Cleveland Zoological Society, Board of Trustees

• Ohio State Bar Association

• Cleveland Metropolitan Bar Association

• Florida Bar Association

Education