Brian P. Kerwin
Partner
Duane Morris LLP
190 South LaSalle Street, Suite 3700
Chicago, IL 60603-3433
USA
Phone: +1 312 499 6737
Fax: +1 312 277 6521
Email: BPKerwin@duanemorris.com

Brian Kerwin is a partner in Duane Morris' Corporate and Finance practice groups, a member of the firm's national governing Partners Board and a member of the Management Committee of the Chicago office. 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 2006 through 2013, Brian was selected for inclusion in the prestigious Chambers USA: America's Leading Lawyers for Business directory (for Banking & Finance and Corporate/M&A: Private Equity). Brian was described as having "a flair for complex transactions," an "energy and tact" that appeals to "a hugely loyal clientele," and someone who is "responsive and gets the deal done." Brian was selected in 2005 through 2012 as a Leading Lawyer in the State of Illinois in both Mergers & Acquisitions and Corporate Finance Law. In 2005 through 2013, Brian was selected as a Super Lawyer in both Mergers & Acquisitions and Banking & Financial in a guide published by Law & Politics that distinguishes the top 5 percent of Illinois lawyers. In 2004, Chicago Lawyer selected Brian out of over 1,200 nominees to be included in its "40 Illinois Attorneys Under Forty to Watch." Brian is also included in Best Lawyers in America for Corporate Law, 2013.

In 2012, Brian led over twenty-five different M&A/PE and acquisition financing transactions, including: $40 million purchase of a business located throughout the southeastern U.S. on behalf of a private equity fund; $180 million syndicated secured refinancing on behalf of the administrative agent and lead lender to a 65-member borrower group located in eight states; sale of a manufacturing business based in the Northeast for an undisclosed sum to two private equity firms as co-purchasers; $115 million syndicated acquisition financing on behalf of the administrative agent and lead lender to a seven-member borrower group located in three states; $45 million dividend recapitalization on behalf of the administrative agent and lead lender to a national event planning company; $30 million purchase of a provider of outsourced human resource services on behalf of a private equity firm; sale of a toilet products business for an undisclosed price to Danco, Inc. (the country’s largest plumbing repair and replacement supplier in the home improvement industry); $20 million plus acquisition financing on behalf of the secured lender for the purchase of several surgery centers located in Florida; $20 million plus sale of a full-service, national direct marketing firm, which was a portfolio company of a private equity firm; and $15 million plus acquisition financing on behalf of the secured lender to a private equity fund in connection with the purchase of a manufacturer of motion absorbing components and sheet metal assemblies for the aerospace and defense industry.

In 2011, on the M&A side, Brian led a team that represented EDC ATM Subsidiary, LLC and Efmark Deployment I, Inc. in their sale to publicly-traded Cardtronics, Inc. for $145 million (financial kiosks/ATMs). He also represented Avee Laboratories, ScreenTox, Inc. and Global Analytical Development, LLC in their sale to ATS Laboratories, Inc. and its publicly traded parent, Alere Inc. (NYSE: ALR), for $119 million (diagnostic and toxicology screening services and products). He represented a Midwest-based business in its sale to a strategic buyer for $100 million plus an earnout. On the commercial finance side, Brian represented a private investment firm in its funding of a $22 million unitranche acquisition warehouse facility to a company seeking growth capital; and a lender in its $16 million acquisition financing to a pharmaceutical and nutritional products company. Brian also closed a $31 million secured financing to a global information technology solutions provider, which included a complex intercreditor arrangement with various levels of mezzanine and subordinated debt; a $150 million secured financing facility to a commercial staffing company on behalf of a co-lender; and a $35 million line of credit to a multi-borrower group of 52 affiliated entities operating in six states.

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 2008, Brian represented a private equity fund in its purchase of a New York-based lighting and home décor business for $21 million, as well as one of its California-based portfolio companies in a complex recapitalization. He represented an Illinois company in the irrigation and landscape products business in the sale of three of its divisions and subsidiaries to a publicly traded company for over $55 million, and a New Jersey specialty paint and application company servicing the military in its sale for over $25 million. Brian represented an Illinois-based borrower in a $38 million refinancing, two start-up companies in equity capital raises and an issuer of $42 million of health care revenue bonds. He represented several national lenders in different acquisition financings to private equity funds, including ones for $34 million, $22 million, $18 million, $16.5 million and $11 million, respectively. Brian also represented a Georgia-based company in the transportation logistics business in its sale for over $20 million to a Warburg Pincus platform company, and an Illinois-based seller in the statuary business to a Florida-based private equity fund.

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.

In 2006, Brian represented the seller of the controlling interest in a Mississippi-based company for $89 million; the seller of a software consulting company for $23.5 million to a Boston-based private equity fund; the buyer of an ATM business for $41.5 million; the majority shareholder in a recapitalization of a California-based company; the seller of an Indiana windshield glass business for $28.5 million; and the seller of an M2M business to Qualcomm Inc. Also in 2006, Brian represented the agent bank in a $350 million syndicated, multi-borrower refinancing (involving over 80 parcels of real estate in 17 states); the lead agent bank in a $100 million syndicated acquisition financing; the borrower in a $15 million acquisition financing; and the lender in a $17 million financing for a corporate recapitalization.

In 2005, Brian continued to be very active in representing sellers of their businesses, including the sale of a company for $40 million to a Midwest-based private equity firm; a company founded in 1916 to a NYSE-traded business development company; and affiliated companies in Maine and Wisconsin for $20 million to a California-based private equity fund. Brian also represented a private equity fund in its purchase and recapitalization of a New York-based company for $35.7 million and an Illinois-based private equity fund in its $150 million capital raise. He was also active in several commercial finance transactions, including representing the agent bank in a $250 million multi-borrower debt facility; the agent bank in a $78 million acquisition financing; and the lender in a $35 million acquisition financing.

In 2004, Brian represented a California-based private equity fund in two acquisitions; the issuer in a $160 million senior note offering; and a private equity fund in its bid to acquire a Nevada company out of bankruptcy for an amount of debt and equity approximating $700 million. Brian also represented an Illinois-based private equity fund in two substantial equity investments; a developer and manufacturer of radio antennas in its sale for $16 million; a Michigan-based manufacturer in its sale to a Midwest-based private equity firm; and the purchaser of four wholly owned subsidiaries of a publicly traded company in a leveraged buyout for $45 million. Brian also represented a group of affiliated borrowers in a $25 million debt financing and a company in its negotiation of license agreements and memorabilia agreements with Hard Rock International.

Prior to 2004, Brian represented a national cable television company in a sale of one of its wholly owned subsidiaries for $97 million; a large Chicago newspaper company in its acquisitions of two local publications; and a publicly traded company in its purchase of a division of a publicly traded Canadian company for $27.5 million. He also represented a high-tech startup company in its series of capital raises and licensing arrangement with a Fortune 500 company; a venture capital fund in its purchase of Series A and B convertible participating preferred stock in an emerging growth company; a publicly traded company in its obtainment of credit facilities aggregating $195 million in connection with its emergence from chapter 11; the shareholders of a North Carolina-based automotive parts manufacturer in its stock sale to publicly held Hawk Corporation for cash plus an earnout; and a large closely held company in its obtainment of an $85 million credit facility to finance its corporate reorganization.

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.

Brian earned his B.A. from the University of Michigan, magna cum laude with honors in history, and received his law degree, with honors, from the George Washington University National Law Center in Washington, D.C., where he was a member of the Law Review. He also received a Masters of Intellectual Property Law from The John Marshall Law School in Chicago.

In April 2007, Brian was featured in an article in Counsel to Counsel magazine, and in 2006, he was profiled in a three-page article by the University of Michigan in its alumni publication. Also in 2006, Brian was extensively quoted in an article in the Chicago Daily Law Bulletin as an experienced attorney in representing sellers and buyers of companies.

Brian is a member of the Board of Directors of Children's Memorial Hospital, Foundation Board (Chicago); and a former member of the Board of Trustees of the Peggy Notebaert Nature Museum; the Board of Directors of the Association for Corporate Growth (ACG), Chicago Chapter; and the Corporate Advisory Board of the Cystic Fibrosis Foundation. Brian received the National Multiple Sclerosis Society - Greater Illinois Chapter Leadership Class of 2002 Award, which recognizes "Outstanding Professional Achievement and Community Leadership." Brian is also a past director and executive vice president of the Illinois Young Executives Club.

Areas of Practice

• Corporate and Business Law
• Commercial Finance
• Corporate Finance
• Mergers and Acquisitions

Professional Activities

• The Chicago Bar Association
• American Bar Association

Admissions

• Illinois
• District of Columbia

Education

• John Marshall Law School, LL.M., Intellectual Property Law, 1996
• George Washington University Law School, J.D., with honors, 1989
• University of Michigan, B.A., magna cum laude, 1986

Civic and Charitable Activities

• Board of Directors, Children's Memorial Hospital, Foundation Board (Chicago)
• Corporate Advisory Board, Cystic Fibrosis Foundation
• Board of Trustees, Peggy Notebaert Nature Museum, Chicago
• Board of Directors, Association for Corporate Growth, Chicago Chapter
• National Multiple Sclerosis Society, Greater Illinois Chapter
  - Leadership of Chicago Award, Class of 2002
• Director, Young Executives Club of Chicago

Honors and Awards

• Listed in Chambers USA: America's Leading Lawyers for Business, 2006-2013 editions
• Illinois Super Lawyers, 2005-2013
• Illinois Leading Lawyer, 2005-2012
• Selected by Chicago Lawyer magazine for its "40 Illinois Attorneys Under Forty to Watch" list for 2004
• Included in Best Lawyers in America for Corporate Law, 2013

Selected Publications

• "10 Questions To Ask Your Client About Its Lawyer," The Business Broker, March 2008
• Extensively quoted in a published article as an experienced corporate attorney in representing sellers and buyers of companies.
• Co-Author, "The Law of Guaranty, Advanced Commercial Finance and Creditors' Rights in Illinois," Illinois Institute of Continuing Legal Education, 1993
  

Selected Speaking Engagements

• Co-Chair, 2nd Annual Mergers and Acquisitions/Private Equity Midwestern Forum, April 2008
• Speaker, "Legal Aspects of Mergers and Acquisitions," DePaul University MBA graduates, Chicago, Illinois, April 19, 2000
• Speaker, "Legal Aspects of Mergers and Acquisitions," University of Illinois Graduate School of Business, Chicago, Illinois, February 23, 2000
• Speaker, "Structuring the Deal to Protect the Seller," sponsored by the U.S. Chamber of Commerce, Detroit, Michigan, January 19, 2000.
• Speaker, "How to Maximize the Value of Your Business and Cash out on Your Own Terms," Selling Your Business For The Most Profit, sponsored by The Geneva Companies and the DePaul University Office of Continuing and Professional Education, Milwaukee, Wisconsin, November 10, 1999
• Speaker, "Commercial Loan Documentation" and "Commercial Loan Workout," The Banking Law Institute and Executive Enterprises