Jennifer Vergilii

Practice Areas

Corporate and Finance

Mergers and Acquisitions, Divestitures and Sales

Corporate Succession Planning

Public Company M&A and Bond Counseling

Commercial Contracts

Investment Management

Career

Jenn Vergilii is a Firm Vice Chair and and a Partner with Calfee’s Corporate and Finance practice group. She counsels public and privately held clients with respect to mergers and acquisitions and a wide range of general corporate and business matters, including corporate governance and all forms of commercial contracts.

Jenn serves all types of clients from start-ups, to closely held family businesses to multi-national public companies in a broad range of industries, including healthcare, energy, chemicals, construction, food services and consumer products.

Serving as the firm's lead liaison to Lex Mundi, a leading network of more than 150 independent law firms and 22,000 attorneys worldwide, positions Jenn well to provide global legal counsel to her international clients.

Jenn is a member of the 2018 Leadership Cleveland class. She was elected to join In Counsel With Women in 2018.

Jenn is a regular presenter at seminars and the author of numerous publications.

Jenn began her tenure with Calfee in 2001 and was elected Partner in 2007. She was elected to the Management Committee in 2021 and was named Firm Vice Chair in 2023. Jenn is a member of the Calfee Women Lead affinity group.

Prior to joining Calfee, Jenn was an Associate with the Chicago law firm of Neal, Gerber & Eisenberg LLP and then an Associate with the Des Moines firm of Nyemaster, Goode, Voigts, West, Hansell & O’Brien, P.C.

Professional Memberships

Leadership Cleveland Class of 2018

In Counsel With Women, Member

The Achievement Centers for Cleveland, Executive Committee Member and Board Secretary

Publications

“Changing the Course of M&A Practice One Case at a Time,” Mergers and Acquisitions Law 2015 - Top Lawyers on Trends and Key Strategies for the Upcoming Year (January 31, 2015), Bio Body Co-Author

“The Delaware Supreme Court’s ‘ATP Tour’ Decision: Most Observers Overstating Potential Impact on Fee-Shifting Bylaws,” Bloomberg BNA Corporate Law & Accountability Report (August 8, 2014)

“Are Privileged Communications Protected? Ramifications of the Great Hill Case,” Crain’s Cleveland Business (January 27, 2014)

“Don’t Get Pinned Into a Corner: Legal Issues with Pinterest,” Cleveland Metropolitan Bar Association Bar Journal (January 2014)

“May You Live in Interesting Times,” ACG The Pulse (March 2012)

“Protection Against Fiduciary Claim in a Sale or Merger Transaction,” ABF Journal, “Risk Management Issue” (January-February 2012)

“Recent Trends in Earnout Use: A Cautionary Note,” Deal Lawyers (May 2010)

“Record Retention Policy Helps Insurers, Brokers Avoid Exposures, Assure Clients,” National Underwriter Property & Casualty (November 2009)

“Sarbanes-Oxley Applicable to All,” Crain’s Cleveland Business (June 2006)

Expert in these Jurisdictions

Illinois

Iowa

Ohio

Experience

Jennifer’s considerable expertise includes the following representative transactions and clients:

Served as M&A counsel for a privately owned construction company in its 2023 purchase of a Southeastern U.S.-based general contracting company, thereby expanding the client’s development and construction arm in the region.

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.

Served as M&A counsel for the buyer, a multi-billion-dollar, global, publicly traded Fortune 500 company, in its acquisition of proprietary products of a retail farm business in 2023.

Served as M&A counsel for private company clients located on the West Coast in a 2022 add-on acquisition involving significant commercial contracts in Asia.

Represented The Andersons, Inc. (NASDAQ: ANDE):

- Acquisition of Mote Farm Service, Inc., a premier provider of plant nutrients and agronomy services

- Acquisition of granulation facility Prolime Agriculture LLC

Represented The J.M. Smucker Company (NYSE: SJM) and its affiliates in several acquisitions, including:

- Divesture of certain private-label pet foods to Diamond Pet Foods, Inc.

- Purchase of Ainsworth Pet Nutrition Parent, LLC, maker of Rachel Ray Nutrish brand of pet food for $1.9 billion

- Merger with Sahale Snacks, a manufacturer of gourmet nut and fruit blends

- Acquisition of Eagle Family Foods

Represented The L.D. Kichler Co. (aka Kichler Lighting) and its affiliates in its sale to Masco Corporation of its lighting business for a purchase price of approximately $550 million.

Represented The Lincoln Electric Company (NASDAQ: LECO) and its affiliates in several acquisitions, including:

- Purchase of Coldwater Machine Company and ProSystems LLC, automation systems designers and integrators serving industrial, electrical, and medical applications

- Purchase of substantially all of the assets of two companies that were developers and manufacturers of welding training products

Represented Courtland Partners, Ltd, a real estate investment advisory company in its sale to StepStone Group Real Estate LP and Winfield Associates, a registered investment advisor in its sale to MAI Capital Management

Represented Ferro Corporation (formerly NYSE: FOE) in several acquisitions and divestiture transactions, including:

- Acquisition of Delta Performance Products, LLC., a manufacturer and distributor of pool and aggregate quartz color pigments

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

- Divestiture of its pharmaceutical business to PLI Holdings, Inc., an affiliate of MedOpportunity Partners, LLC

- Divestiture of U.S. and Chinese fine chemicals business to Novolyte Technologies LP, an affiliate of Arsenal Capital Management LP for approximately $60 million

- Acquisition of certain assets related to the grinding and fabrication fluids business of Fluid Logic LLC, of Portland, Oregon

Represented Chart Industries, Inc. (NASDAQ: GTLS) and its affiliates in numerous merger and acquisition transactions, including:

- Acquisition of Hetsco, Inc. from Global Power Equipment Group, Inc. (OTC: CLPW), a provider of welding and construction services, natural gas processing, petrochemical, and air gas separation industries

- Acquisition of Thermax, Inc. and affiliates, leaders in manufacturing and distributing cryogenic fluid vaporizers utilized in industrial gas, petrochemical, and liquefied natural gas applications

- Its energy and chemicals segment’s sale to Stabilis Energy of liquefied natural gas (LNG) production facilities

- Its biomedical segment’s acquisition of Sequal Technologies

- Its biomedical segment’s acquisition of Covidien Group S.A.R.L.’s (NYSE: COV) and its affiliates’ oxygen therapy business, including the manufacturing, sales and service functions from more than 30 countries

- Its distribution and storage segment’s acquisition of Cryotech International, Inc.’s cryogenic injector business

- Its energy and chemicals segment’s acquisition of Tulsa, Oklahoma-based Cooler Service Company, Inc., a leading provider of air-cooled heat exchangers in multiple markets including hydrocarbon, petrochemical, and industrial gas processing

Represented American Greetings Corporation in several transactions, including:

- Its divestiture of certain assets exclusively related to its Webshots business to Threefold Photos

- Sale of certain assets used in the manufacture and distribution of party goods to Amscan Holdings, Inc (Amscan) for a purchase price in excess of $24 million

- Disposition of certain assets used in the manufacture and distribution of its Gorant chocolate business

- Disposition of certain assets related to the manufacture and distribution of its candle product lines to Lighthouse Candles, LLC

Represented the client in the sale of VPI Quality Windows to Jeld-Wen (NYSE: JELD)

Represented Cardinal Health (NYSE: CAH) and its affiliates in several acquisitions, including:

- Purchase of the stock of the developer and manufacturer of a coated anti-microbial adhesive on polyethylene materials

- Purchase of substantially all of the assets of a supplier and distributor of pharmaceutical critical care and fractionated blood products

- Purchase of a cyclotron facility in Wichita, Kansas

Education