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Jennifer L. Vergilii

Attorney Profile

Top Rated Business & Corporate Attorney in Cleveland, OH

Calfee, Halter & Griswold LLP
1405 East Sixth Street
Cleveland, OH 44114
Phone: 216-622-8568
Fax: 216-241-0816
Selected to Super Lawyers: 2013 - 2020
Licensed in Ohio Since: 2001
Practice Areas: Business/Corporate (50%), Mergers & Acquisitions (50%)
Attorney Profile

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 (NYSE: FOE)
  • Independence Excavating, Inc.
  • The J.M. Smucker Company (NYSE: SJM)
  • The L.D. Kichler Co.
  • The Lincoln Electric Company (NASDAQ: LECO)

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.

Chambers USA 2020 ranked Jenn as a Band 4 "Leading Lawyer" in Corporate/M&A in Ohio. Chambers noted that Jenn's 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. One source adds: 'She got us out of a good number of tight spots and get the deal 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. 

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.

About Jennifer L. Vergilii

First Admitted: 1997, Illinois

Professional Webpage: https://calfee.com/professionals/jennifer-l-vergilii/

Newsletters

Transactions

  • Purchase of Ainsworth Pet Nutrition Parent, LLC, maker of Rachel Ray Nutrish brand of pet food for $1.9 billion (The J. M. Smucker Company)
  • 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.
  • Divestiture of U.S. and Chinese fine chemicals business to Novolyte Technologies LP, an affiliate of Arsenal Capital Management LP for approximately $60 million (Ferro Corp)
  • 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 (American Greetings Corp)
  • Sale of VPI Quality Windows to Jeld-Wen (NYSE: JELD)
  •   Jennifer’s considerable expertise includes the following representative transactions and clients: Chart Industries, Inc. (NASDAQ: GTLS) and its affiliates in numerous merger and acquisition transactions, including: (a) 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 over thirty countries for an undisclosed purchase price; (b) its distribution and storage segment’s acquisition of Cryotech International, Inc.’s cryogenic injector business for an undisclosed purchase price; and (c) 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 for an undisclosed purchase price. American Greetings Corporation (NYSE: AM) in several divestitures, including: (a) its 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. The transaction also included various other agreements with Amscan and its affiliates, including a supply and distribution agreement and a licensing agreement. As a result of entering into the supply and distribution agreement, American Greetings also received a warrant to purchase approximately 2% of the common stock of AAH Holding Corporation, Amscan’s ultimate parent corporation; (b) American Greetings’ disposition of certain assets used in the manufacture and distribution of its Gorant chocolate business for an undisclosed purchase price; and (c) its disposition of assets related to the manufacture and distribution of its candle product lines to Lighthouse Candles, LLC for an undisclosed purchase price. Ferro Corporation (NYSE: FOE) in several merger and acquisition transactions, including: (a) its divestiture of U.S. and Chinese fine chemicals business to Novolyte Technologies LP, an affiliate of Arsenal Capital Management LP for approximately $60 million; and (b) its acquisition of certain assets related to the grinding and fabrication fluids business of Fluid Logic LLC, of Portland, Oregon for an undisclosed purchase price. Linsalata Capital Partners and its portfolio companies in several transactions, including a secured creditors purchase of assets related to the furniture business under Section 9-610 of the Uniform Commercial Code.

Representative Clients

  • 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
  • The J. M. Smucker Company (NYSE: SJM) and its affiliates in several acquisitions, including: Merger with a Sahale Snacks, a manufacturer of gourmet nut and fruit blends Acquisition of Eagle Family Foods
  • Courtland Partners, Ltd, a real estate investment advisory company in its sale to StepStone Group Real Estate LP
  • Chart Industries, Inc. (NASDAQ: GTLS) and its affiliates in numerous merger and acquisition transactions.
  • 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 Acquisition of certain assets related to the grinding and fabrication fluids business of Fluid Logic LLC, of Portland, Oregon
  • 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
  • American Greetings Corporation in several transactions, including: Its divestiture of certain assets exclusively related to its Webshots business to Threefold Photos; 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

Scholarly Lectures/Writings

  • Jennifer has authored and co-authored several articles over the years, including “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 16, 2009; and “Sarbanes-Oxley Applicable to All,” Crain’s Cleveland Business, June 6-12, 2006. Jennifer often speaks at legal seminars or as a panelist, including the Female Entrepreneur Summit, April 25, 2012, with Marcia Wexberg entitled “Maximizing the Value of Your Business and Protecting Its Future Growth” as well as a webinar entitled “How to Sell a Division - Nuts and Bolts” for Corporatecounsel.net, September 15, 2009.

Educational Background

  • Case Western Reserve University School of Law, J.D., magna cum laude, Order of the Coif, Richard A. Collier Award, Health Matrix: Journal of Law-MedicineEditor-in-Chief, 1997  , 1997
  • B.A., cum laude, College of the Holy Cross, Phi Beta Kappa, 1994, 1994

Honors/Awards

  • Chambers USA, Corporate/M&A, Chambers USA, 2020
  • Ohio Super Lawyer,, Ohio Super Lawyers, Top 50: Women Ohio Super Lawyers, Top 25: Women Cleveland Super Lawyers, 2020
  • The Best Lawyers in America©, Corporate Law, Mergers and Acquisitions Law, The Best Lawyers in America©, 2021
  • “Highly Regarded Attorney” in M&A, Capital Markets: Debt and Capital Markets: Equity, IFLR1000 - Guide to the World’s Leading Financial Law Firms, 2020
  • Elite Dealmaker, Capital Markets, Mergers & Acquisitions, IFLR1000, 2018

Pro bono/Community Service

  • The Achievement Centers for Cleveland, Executive Committee Member and Board Secretary, 2021

Bar/Professional Activity

  • The Achievement Centers for Cleveland, Executive Committee Member and Board Secretary, 2021
  • In Counsel With Women, Member   , 2021
  • Leadership Cleveland Class of 2018  , 2018
  • Illinois
  • Ohio
  • Iowa

Industry Groups

  • Chemicals
  • Food And Beverage
  • Health Care
  • Individuals And Families
  • International
  • Manufacturing And Industrial
  • Private and Family-Owned Businesses
  • Public Companies
  • Real Estate
  • Retail And Consumer Products
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Office Location for Jennifer L. Vergilii

1405 East Sixth Street
Cleveland, OH 44114

Last Updated: 2/24/2021

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