Douglas A Neary

Practice Areas

Corporate and Finance

Mergers and Acquisitions, Divestitures and Sales

Capital Markets and Public Reporting

Public Company M&A and Board Counseling

Investment Management

Private Equity

Career

Doug Neary is Chairman of the firm and serves as a Senior Partner in the firm’s Corporate and Finance group. For decades Doug has served as trusted adviser to his clients, with a practice covering mergers and acquisitions, corporate governance, capital raising, public disclosure, corporate finance and compliance for a stable of public and private companies and financial sponsors and lenders.

Doug serves as Firm Chairman while also maintaining a very active and engaged practice. He sits by his clients’ side to assist on mergers, acquisitions, and divestitures; corporate governance and capital formation (including private and public offerings); corporate finance; venture capital; and general corporate matters; as well as SEC compliance and NYSE and NASDAQ listing requirements. He is knowledgeable on general contracting issues, commercial transactions, joint ventures, and strategic alliances, and provides counsel with respect to organizational and structuring matters for corporate clients.

As Chairman, Doug also helps to manage and support many of the Firm’s most significant clients. Using his wealth of historical experiences and knowledge, he helps to oversee or provide strategic input on major projects or client initiatives to help drive better outcomes and to ensure that all appropriate resources are dedicated to addressing the client’s needs and to provide clear communication and reporting. Doug is a leader in the Firm’s efforts to develop new and expanded client relationships.

For more than 37 years, Doug’s practice has been focused on clients buying and selling privately held and publicly traded companies, working closely with strategic purchasers and sellers, as well as the private equity and investment banking communities, in those endeavors.

In addition to his experience with hundreds of business transactions, Doug helps clients with capital transactions, private fundraisings, public disclosures, securities filings, and Securities Act and Exchange Act compliance work. Quite frequently, Doug counsels clients on corporate governance matters, as well as Sarbanes-Oxley Act and listing standards issues.

Doug also handles equity and debt private placements, including the necessary securities law compliance, and has significant experience negotiating and consummating venture capital financings. With an active M&A practice across the gamut, Doug has represented numerous private equity, venture capital, and mezzanine financing sources in making their purchases, sales, loans, or investments, regularly dealing with issues of valuation, governance, management, and exit strategies.

In summary, Doug helps his clients take advantage of their business opportunities and overcome their business challenges.

Doug joined Calfee in 1985, and was elected Partner in 1993. He has served as a member of the firm’s Executive Committee since 2002, and as a member of the Management Committee since 2009. Doug was elected Vice Chairman of the firm in 2017 and Chairman in 2019.

Professional Memberships

Invacare Corporation (NYSE), Corporate Secretary (former)

KPMG Audit Committee Institute, Ohio Co-Chair

American Bar Association, Corporate and Securities Law Sections

Ohio State Bar Association, Corporate and Securities Law Sections

Cleveland Metropolitan Bar Association, served on the Corporate and Securities Law Sections

Greater Cleveland Sports Commission, Chairman of the Board

United Way Campaigns, Multi-Year Team Captain

United Cerebral Palsy, Former Chair of Governance/Nominating Committee and Executive Committee Member

Experience

Doug’s considerable experience involves well over 150 transactions:

Assisted a founder-controlled private company, which has a significant number of shareholders, with a 2023 sophisticated private equity, leveraged purchase, and recapitalization transaction resulting in the selling shareholders receiving significant cash and New Co. securities representing the combined businesses of the private equity buyer’s platform company and the target company. The project entailed very complex negotiations, documentation, and protections regarding the significant ownership stake that the founder and other selling shareholders retained, including redemption rights, governance rights, and protections, put rights, pre-emptive rights, and a sophisticated, multi-step tax efficient structure for the original transaction as well as any subsequent transaction.

Invacare Corporation (NYSE: IVC), a leading manufacturer and distributor of home and long-term care medical products in numerous acquisitions and divestitures, including:

- Assisted Invacare Corporation (NYSE: IVC), a global manufacturer, with the negotiation, documentation, and 2023 emergence from bankruptcy involving multiple sophisticated capital structure transactions totaling nearly $500 million, new governance documents, an entirely new Board of Directors, employment and management arrangements including cash and equity compensation matters and numerous, related aspects.

- Oversaw Invacare’s approximately $227 million acquisition of Domus GmbH (a German holding company and three operating companies); the $132 million acquisition of a Massachusetts-based public company via a merger agreement with intervening tender offer to accelerate closing; acquiring dozens of smaller, privately-held companies representing important product line acquisitions or geographic expansions; numerous selective divestitures of non-core operations, including the $150 million sale of Invacare Supply Group (where the buyer was in the process of being sold to a Fortune 100 competitor) and the following divestitures:

- Divestiture of Altimate Medical, a manufacturer and seller of standing and mobility aids

- Divestiture of Champion Manufacturing, a manufacturer of medical recliners

- Divestiture of Dynamic Medical Systems, a provider of medical equipment, clinical consulting, and educational training programs

- Divestiture of Garden City Medical, a distributor of durable medical equipment

- Invacare’s Rule 144A offerings of senior and convertible notes raising an aggregate of more than $1.3 billion

Ferro Corporation (NYSE: FOE), a $2.4 billion leading global supplier of technology-based materials for manufacturers in several acquisitions and divestiture transactions, including:

- Represented Ferro Corporation (as co-counsel with Simpson Thacher) and its management team in the sale process and documentation for the $2.1 billion sale of Ferro to Prince Corporation, a portfolio company of American Securities, to create Vibrantz Technologies.

- Oversaw the auction process and ultimate sale of assets of the U.S. and Chinese fine chemicals business (division) for $60 million in cash to a private equity buyer, Novolyte Technologies LP, an affiliate of Arsenal Capital Management LP.

- Assisted Ferro in the purchase of a grinding and fabrication fluids business for brittle materials from a private equity seller.

- Assisted in the sale of a product line and manufacturing location out of the industrial ceramics business of Ferro.

- Merger with TherMark Holdings, Inc., leader in laser marking technology.

The L.D. Kichler Co. (aka Kichler Lighting), a leading developer of decorative lighting and commercial lighting products owned by the Minoff family:

- Represented Kichler Lighting and its affiliates in its sale to Masco Corporation of its lighting business for a purchase price of approximately $550 million.

VPI Quality Windows, a market-leading vinyl window manufacturer:

- Represented VPI Quality Windows and its family ownership in a sale to Jeld-Wen (NYSE: JELD).

Park-Ohio Holdings (NASDAQ: PKOH), an industrial supply chain logistics and diversified manufacturing business:

- Led the acquisition of all of the capital stock of NABS, Inc., a premier international supply chain manager of production components, for $21 million from the founding family.

- Assisted Park-Ohio with the purchase of significant forging-related assets from Amcast Industrial Corporation and in establishing a joint venture and long-term supply arrangement with a strategic foreign industrial partner.

- Also helped to oversee its acquisition of Autoform Tool & Manufacturing Inc., a leading supplier of direct injection fuel rails, high-pressure inlet and crossover pipes, low-pressure inlet pipes, and conventional low-pressure multi-port injection fuel rails utilized by automotive and truck manufacturers; and its acquisition of the molding division of Wisconsin-based Trostel Ltd., a leading manufacturer of rubber-molded products utilizing a variety of elastomer materials and manufacturing technologies.

Cornerstone Industrial Group, private equity fund:

- Acted as lead counsel to this private equity fund in connection with its buy-out and financing for the acquisition of a Wisconsin-based custom machine parts manufacturer (and its ultimate sale) and for the acquisition of an Ohio-based, high-quality refractory product manufacturer.

PNC Erieview Capital (formerly National City Equity Partners), one of the top 10 bank-owned private equity and mezzanine finance groups with over $1 billion in capital under management:

- Assisted the client in dozens of mezzanine institutional financing transactions and related equity investments in support of leveraged buy-outs by various high-performing private equity sponsor groups.

- Associated work for PNC Erieview includes initial capital structure and investment work, recapitalizations, refinancings, amendments and waivers, and various exit strategies and arrangements.

American Greetings Corporation, a $1.7 billion leading manufacturer and retailer of innovative social expression products:

- Helped oversee American Greetings’ strategic alliance with Amscan, Inc., a manufacturer and distributor of party goods. The transaction entailed American Greetings selling various assets to Amscan for a purchase price in excess of $24 million and entering into a long-term sourcing arrangement and also a related warrant agreement.

- Assisted American Greetings with the acquisition of the online assets of the WebShots brand (one of the largest online photo and video-sharing sites on the Internet) from CNET Networks, Inc. (NASDAQ: CNET) for a purchase price of approximately $45 million.

Expert in these Jurisdictions

Ohio

Education