Steven J. Keeler
Steve Keeler has represented companies, investors, buyers, and sellers in all kinds of mergers and acquisitions, private equity, venture capital and joint venture transactions. He also has a background in tax and accounting and an extensive list of investor, lender and professional contacts.
Experience
Representation of Company Sellers
- Representation of founder and stockholders of industrial manufacturer in negotiations with multiple buyers, buyer selection and sale to private equity sponsor and co-investors, including pre-closing company restructuring and negotiation of closing cash, earn out, seller promissory note, sale bonuses and substantial equity rollover and post-closing employment of founder and management
- Representation of university-based technology services company in sale to major strategic acquirer, including negotiation of indemnification and management of technology due diligence responses
- Representation of principal stockholder in pre-sale engineering services company restructuring and merger and acquisition transaction
- Representation of publishing technology company in sale of employee training services subsidiary to private equity fund
- Representation of founder of travel services company in sale to large travel services company, including closing cash, earn out consideration and going-forward equity participation and employment agreements
- Representation of reclaimed wood products distributor in sale of controlling equity interest to family office holding company
- Representation of beverage company and founder in sale of controlling interest to family office holding company
- Representation of founders of investment management business in sale to bank investment advisory affiliate
Representation of Company Buyers
- Representation of data analytics and publishing company in acquisition of technology services company
- Representation of major consumer products and chemicals company in acquisition of technology products and services company
- Representation of numerous venture capital and private equity funds in acquisitions of portfolio companies in a variety of industries
- Representation of national accounting firm in acquisition of ancillary businesses
- Representation of regional engineering services firm in acquisitions of other engineering services firms
- Representation of major educational and other travel services company in add-on acquisitions
- Representation of biofuels distributor in sale to strategic acquirer
- Representation of management in sale of company by one private equity firm to another private equity firm, including negotiation of operating agreement and management agreements and tax planning
Startups, Emerging Company & Venture Capital
- Representation of a venture capital fund in Series B preferred stock financing of New York-based media technology company, including recapitalization, management equity participation and second institutional venture capital co-investor
- Negotiation of an issuance by university-based biotech company of Series B preferred stock to venture capital fund
- Representation of venture capital investors, including formation of investment entity, in purchase of Series A preferred stock in Boston-based life sciences company
- Representation of university-based e-learning technology company in successive multistate angel investor financings and ongoing employee equity planning and strategic partnering contracts and add-on acquisitions
- Representation of a venture capital fund-backed audio content mobile phone provider through successive preferred stock financings, corporate transactions and licensing arrangements
- Representation of a leading alternative energy development holding company in entity formations, executive equity plans, successive venture capital financings, add-on acquisitions and corporate and tax planning for various portfolio companies operating in wind, biofuels, utility-scale and distributed solar, and ocean wave energy sectors
- Representation of a leading scientific and medical publishing technology services company in connection with mezzanine debt financings, corporate reorganization, new subsidiary formations, executive equity planning and major customer development and hosting agreements.
- Representation of a health care technology and services provider in issuer reorganization to Delaware and Series A preferred stock issuance to two venture capital funds
- Representation of a venture capital fund in pre-closing foreign subsidiary reorganization and closing Series A preferred stock investment in New York-based specialty consumer products and licensing company
- Representation of a high-profile Internet retailer in company restructuring, executive equity compensation plan, successive equity private placements, IPO and strategic partnering arrangements
- Representation of healthcare and sports technology services company in company restructuring and series seed capital raise
- Representation of cleantech company in company formation, structuring of investor and management capital and numerous rounds of venture capital financing, including convertible notes, series seed preferred equity and Series A financing
- Representation of technology company founder in buyout from prior company and formation and financings for new data analytics services business
- Representation of healthcare insurance services business in Series B and Series C financing transactions
- Representation of cleantech company in conversion from limited liability company to corporation and Series A financing, including management equity incentives
- Representation of wind development company from formation through various rounds of preferred equity and convertible notes financing and exit planning
- Representation of university-based education technology services company in several venture capital financings and sale to private equity fund
- Representation of solar energy developer in growth equity financing with shared equity ownership and management agreements
- Representation of family-owned cosmetics ingredients provider in sale of division to strategic buyer, including pre-sale company restructuring
- Representation of university affiliate in formation of startup company accelerator in the education technology space, including negotiation of management agreements, growth equity financing and venture capital fund
- Representation of family office in formation of various investment entities and tax planning
- Representation of family office investment limited liability company in company structuring
- Representation of family office in potential venture capital investment in life sciences technology company
- Representation of exercise facility holding company in formation of investment entity to fund new facilities
- Representation of family office holding company in joint venture with another family office to form a direct private equity investment vehicle
- Representation of education technology services platform business in formation and financings
- Representation of healthcare technology company in formation, employee equity incentives and convertible notes financing
Private Equity
- Representation of a private equity fund in leveraged buyout of oil and gas distribution technology and services company, including negotiation of client fund equity investment, management equity rollover, and senior and mezzanine debt facilities
- Representation of a private equity fund in UCC Article 9 acquisition of industrial services company with U.S. and foreign subsidiaries from secured lender, including formation and co-investment by family office in equity financing of acquisition entity
- Representation of a private equity fund in leveraged buyout franchise business, including formation and structuring of co-investment entity, senior and mezzanine debt facilities and tax-deferred issuance of preferred stock as component of transaction consideration
- Representation of a private equity fund in leveraged buyout of construction products manufacturer, utilizing a limited liability company acquisition structure designed to provide tax deferral to the seller's management and future tax benefit to the buyer
- Representation of a SBIC fund in $7 million debt and equity financing of private equity-backed government contractor
Practices
- General Corporate, Business Structure and Tax Planning, including Ownership and Employee Equity Incentive Arrangements
- Venture Capital, Corporate Venture Capital and Private Equity Financings
- Mergers & Acquisitions (Strategic and Private Equity); Spin-Offs
- Joint Ventures & Strategic Partnering Arrangements
- Tax Planning for Entity Structuring or Conversion, Founder and Employee Equity Incentives, and Debt and Equity Financings
- Family Business & Family Office Direct and Fund Investment Entity Structure Planning and Venture Capital and Private Equity Investments and Acquisitions
- Management and Board of Director Representation in Connection with Merger & Acquisition and Financing Transactions
Education
- Georgetown University Law Center, MLT, Taxation (with Distinction), 1998
- University of Richmond School of Law, JD, Editorial Board Member, University of Richmond Law Review, 1986
- The College of William & Mary, Bachelor of Business Administration (in Accounting), 1983
- Passed Certified Public Accountant Examination (Virginia), 1989
Industries
- Mergers & Acquisitions
- Private Equity & Venture Capital
- Education & Publishing Technology Services
- Manufacturing & Distribution
- Agriculture, Food & Beverage
- Technology, Internet, SAAS & Data Analytics
- Healthcare Technology & Life Sciences
- Renewable Energy & Cleantech
- Professional Services
- Family Offices
Recognition
- Named to The Best Lawyers in America, Leveraged Buyouts and Private Equity Law, Mergers and Acquisitions Law; Venture Capital Law, Woodward/White, Inc.
- Named to "Legal Elite," Virginia, Virginia Business Magazine, Business Law; Tax Law.
- Named to “Virginia Super Lawyers,” Business/Corporate, Mergers and Acquisitions, Securities and Corporate Finance, Super Lawyers, Thomson Reuters.
Affiliations
- Chair, Board of Governors, Business Law Section, Virginia State Bar, (including Chair of Annual Advanced Business Law Conference)
- Board of Trustees, Appalachian School of Law
- Member, Virginia Society of CPAs
- Member, American Institute of CPAs
- Member, Virginia Bar Association
- Member, American Bar Association
