Jennifer L. Vergilii

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.  

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 (formerly NYSE: FOE)
• Independence Excavating, Inc.
• The Andersons, Inc. (NASDAQ: ANDE)
• The J.M. Smucker Company (NYSE: SJM)
• The L.D. Kichler Co.
• The Lincoln Electric Company (NASDAQ: LECO)
• United Natural Foods, Inc. (NYSE: UNFI)

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 has been recognized as a Leading Lawyer in Corporate/M&A by Chambers USA for six years, most recently in Band 4 in Ohio (2023). Chambers USA researchers noted, "Jenn's clients regularly call upon her to handle a broad array of M&A and capital markets transactions" and that her clients cite her "practical and responsive demeanor as a key asset in corporate work and regularly call upon her to handle a broad array of M&A and capital markets transactions."

Clients interviewed by Chambers USA researchers commented, "Jenn is a strong communicator with excellent client skills. She is smart, experienced, and responsive. She's a pragmatic corporate and transactional lawyer who understands what the important issues are. Jenn is responsive, effortlessly works on issues, and has cross-border contacts to assist with matters. She got us out of a good number of tight spots and got the deals over the line. She was very hardworking and available at any time of the day."

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.

Honors & Recognitions

• Chambers USA, Corporate/M&A, Band 4, Ohio (2013-2016, 2020-2023)
• IFLR1000 – Guide to the World’s Leading Financial Law Firms, “Highly Regarded Attorney” in M&A, Capital Markets: Debt, and Capital Markets: Equity (2019-2023)
• IFLR1000 Elite Dealmaker, Capital Markets, Mergers & Acquisitions (2018)
• The Best Lawyers in America^®, Corporate Law and Mergers and Acquisitions Law (2021-2024)
  
• Ohio Super Lawyers, Business/Corporate (2013-2020, 2024); Top 50 Women Lawyers in Ohio and Top 25 Women Lawyers in Cleveland (2014-2015, 2017)
• “Notable Woman in Law,” Crain’s Cleveland Business (2024)

Education

J.D., magna cum laude, Case Western Reserve University School of Law, Order of the Coif, Richard A. Collier Award, Health Matrix: Journal of Law-Medicine Editor-in-Chief, 1997

B.A., cum laude, College of the Holy Cross, Phi Beta Kappa, 1994

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

Professional & Community

• Leadership Cleveland Class of 2018
• In Counsel With Women, Member 
• The Achievement Centers for Children, Executive Committee Member and Board Secretary

Presentations

• M&A Panelist, Women Presidents Organization "Platinum VI" Conference,  New York, NY (June 2023)
• "How to Make the Foreign Corrupt Practices Act a Little Less Foreign to Your Company – From Due Diligence and Contracts to Codes and Training," Calfee's 20th Annual Litigation Seminar, Cleveland, OH (September 2019) 
• "Executive Compensation – What Are We Leaving on the Table,” Women’s Leadership Forum (February 2018)
• "Women’s Leadership Summit," J.M. Smucker Company (August 2016)
• ACG – Great Lakes Women in Transaction Group, Jennifer spoke about the success stories of Calfee and the Cleveland Chapter of the Women in Transactions Group
• “Acquiring Middle Market Companies – How We Did It,” Center for Free Enterprise (September 2016)
• “Women in Industry: A Progression Through Profession,” Society for Marketing Professional Services Northeast Ohio (April 2014)
• “Managing an M&A Process,” Association of Corporate Counsel, Northeast Ohio Chapter (May 2013)
• “Maximizing the Value of Your Business and Protecting Its Future Growth,” Female Entrepreneur Summit (April 2012)

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)