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 serves as Co-Chair of 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.

She serves on the firm’s Management Committee and has served as a member of the Practice Planning & Growth Committee (formerly known as the Executive Committee); she is a member of the Calfee Women Lead affinity group.

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

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. She began her tenure with Calfee in 2001 and was elected Partner in 2007. She was elected to the Management Committee in 2021.

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)

Clients

Jenn has worked on a variety of merger and acquisition transactions, representing both buyers and sellers, including numerous privately held companies and public companies such as the following:

American Greetings

Cardinal Health (NYSE: CAH)

Chart Industries, Inc. (NASDAQ: GTLS)

Cleveland-Cliffs Inc. (NYSE: CLF)

Ferro Corporation (NYSE: FOE)

Independence Excavating, Inc.

The J.M. Smucker Company (NYSE: SJM)

The L.D. Kichler Co.

The Lincoln Electric Company (NASDAQ: LECO)

Expert in these Jurisdictions

Ohio

Illinois

Iowa

Experience

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

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

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

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

- Acquisition of Eagle Family Foods

- 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.

- 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

- Courtland Partners, Ltd, a real estate investment advisory company in its sale to StepStone Group Real Estate LP

- Ferro Corporation (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

- Its 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

- 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 into multiple markets including hydrocarbon, petrochemical and industrial gas processing

- 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

- Sale of VPI Quality Windows to Jeld-Wen (NYSE: JELD)

- 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