Adam Pretty

Adam enjoys assisting his clients with all manner of transactional legal and business issues.

He has experience counseling private equity clients and their portfolio companies with acquisitions, divestitures, cross-border transactions, joint ventures, and corporate governance. He has assisted public company clients with mergers and acquisitions, capital markets transactions, commercial contracting, corporate governance, and entity formation. Adam also has experience guiding entrepreneurs through the equity financing process and addressing the legal challenges of early-stage businesses.

Adam joined Calfee’s Columbus office in 2021, and he was elected Partner in 2024. Prior to joining Calfee, Adam worked at Winston & Strawn LLP in their Mergers & Acquisitions and Private Equity practice group.

In 2015, Adam received his J.D., magna cum laude, from Notre Dame Law School, where he was a Notes and Submissions Editor of the Notre Dame Law Review and a Dean’s Circle Fellow.

He received his B.A. from Miami University in 2011, where he was awarded the Oxford Scholars Scholarship.

Honors & Recognitions

• Best Lawyers: Ones to Watch, Corporate Law, and Mergers and Acquisitions Law (2022-2025)
• Ohio Super Lawyers, Ohio Rising Stars, Mergers & Acquisitions (2023-2025)

Education

J.D., magna cum laude, Notre Dame Law School, 2015

B.A., Miami University, 2011

Experience

Adam’s experience includes the following representative transactions and clients:

Private Equity, Independent Sponsor, and Family Office

• Served as lead counsel to a global consulting and advisory firm in the acquisition of a leading UK M&A advisory firm; the transaction involved a seller rollover of proceeds into the equity of the buyer and multiple employment agreements and equity incentive arrangements were negotiated and entered into at closing. Further, this transaction included U.S. and UK broker/dealer compliance/approval, a pre-signing creation of buyer subsidiaries in the UK, and a pre-closing reorganization of the target entities that needed to be concluded in between signing and closing. (2024)
• Served as sole corporate legal counsel to a private national market leader in marketing in connection with the carve-out acquisition of substantially all of the assets of three separate businesses from a holding company; in addition to negotiating the purchase agreement, Calfee negotiated restrictive covenant agreements applicable to the holding company and its affiliates and the assumption of millions of dollars of subordinated debt. (2024)
• Served as sole corporate legal counsel to a private holding company and its stockholders in connection with the issuance of $22 million of preferred equity to an existing equity holder, a wholly owned subsidiary of a publicly traded (foreign stock exchange) private equity firm. (2024)
• Served as sole corporate legal counsel to our client, a private holding company and its stockholders, in a complex transaction providing liquidity for the stockholders while maintaining their majority ownership interest in their operating companies. The transaction involved a wholly owned subsidiary of a publicly traded (foreign stock exchange) private equity firm invested in a wholly owned subsidiary of the client holding company. (2024)
• Represented a Midwestern beverage wholesaler and a U.S. beverage distributer in the 2024 acquisition of substantially all the business assets of a Midwestern distribution company; Calfee led the negotiation, execution and documentation of the business acquisition as well as the formation and establishment of several partnerships forming the investor/ownership group.
• Represented a portfolio company of a private equity firm client in a strategically significant acquisition in 2023 of an overhead door manufacturing leaders that provided the client a foothold in Western U.S. As part of the deal, Calfee also successfully negotiated a multi-lender financing, which required coordinating with the owners of seven leased distribution centers across four states.
• Represented a portfolio company of a private equity firm client in a strategically significant acquisition in 2023 of an overhead door manufacturing leaders that provided the client a foothold in Western U.S. As part of the deal, Calfee also successfully negotiated a multi-lender financing, which required coordinating with the owners of seven leased distribution centers across four states.
• Served as sole corporate legal counsel to a global chemical company in connection with the sale of a business line for a combination of (i) a multi-million dollar cash payment at closing, and (ii) potential earnout payments for each of the four calendar years following the closing based on net sales of the acquired products; in addition to negotiating the asset purchase agreement and post-closing restrictive covenants, Calfee negotiated the sale of certain real property and special environmental indemnitees. (2023)
• Served as lead and sole counsel to a multi-billion dollar private equity firm in the sale of a platform company with more than 30 locations in the U.S.; in between the signing and closing of this transaction, while parties awaited Hart-Scott Rodino clearance, Calfee represented the platform company in the acquisitions of multiple add-on businesses and effectuated the pre-closing reorganization of the sell-side structure. (2023)
• Served as exclusive counsel to a multi-billion private equity firm client in its 2023 acquisition of substantially all assets of a cost segregation company, enabling the client to establish a specialty tax platform.

Public Companies

• Served as sole corporate legal counsel to a publicly traded, Fortune 1000 construction industry client on its acquisition of substantially all of the assets of two companies; in addition to negotiating two separate asset purchase agreements, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the transaction for Calfee’s client and coordinating the assumption of existing collective bargaining agreements and the post-closing operation of a union “shop.” (2024)
• Served as sole corporate legal counsel to a publicly traded, Fortune 1000 construction industry client on its acquisition of substantially all the assets of a company located in the Southwestern U.S.; in addition to negotiating the asset purchase agreement, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the transaction for the client. (2024)
• Served as sole corporate legal counsel to a publicly traded Fortune 1000 company and coordinated input from employment specialists on post-closing restrictive covenants in a matter involving the client's acquisitions of 100% of the outstanding equity interests of a privately held company located on the East Coast. In addition to negotiating the stock purchase agreement, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the 2023 transaction for Calfee’s client.
• Served as sole corporate legal counsel to a publicly traded, Fortune 1000 construction industry client on its acquisition of substantially all the assets of three separate companies; in addition to negotiating the asset purchase agreement, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the transaction for the client. (2023)
• Served as sole corporate legal counsel to a publicly traded Fortune 1000 company and coordinated input from employment specialists on post-closing restrictive covenants. Calfee advised the client in its 2022 acquisition of 100% of the outstanding equity interests of three related East Coast construction products installation companies. In addition to negotiating the stock purchase agreement, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the transaction for Calfee's client.
• Served as sole corporate legal counsel to a publicly traded Fortune 1000 company and coordinated input from employment specialists on post-closing restrictive covenants. Calfee advised the client in its 2022 acquisitions of substantially all of the assets of a Pennsylvania-based company. In addition to negotiating the purchase agreement, the transaction involved negotiating numerous post-closing covenants and agreements to maximize the ongoing value of the transaction for the client.

Emerging Companies and Venture Capital Firms

• Factor 75, an innovative provider of nutritious delivered meal packages, in its Seed and Series A financings, as well as general corporate counseling.
• SchoolPass, a provider of school security software and technology, in its Series A financing.
• mParticle, Inc. in its acquisition of Indicative, Inc., a customer journey analytics provider.
• SchoolPointe, Inc., a Columbus-based developer of management software for schools, in its sale to Finalsite.

ESOPs

• Served as special ESOP counsel and corporate counsel to its client, a national marketing company headquartered in Florida; advised the client on all aspects of planning for and implementing the terms of a sale of all of the company’s outstanding equity to a newly formed Employee Stock Ownership Plan, including negotiating the termination of an existing phantom stock plan and the redemption of certain outstanding equity, designing the ESOP, negotiating the terms of the sale of the company’s equity to the ESOP, designing and implementing ongoing incentive deferred compensation for different classes of employees, and securing and negotiating bank financing. (2024)
• Marsh, Berry & Company, Inc., a Cleveland-based M&A financial advisor, in its sale to Atlas Merchant Capital.

Publications

• "Dropping the Ball: The NCAA’s Failure to Address Concussions in College Football," Notre Dame Law Review, Vol. 89, Issue 5 (2015)