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Matthew D. Graban

Matthew Graban focuses his practice on mergers and acquisitions and other corporate transactions. He has extensive experience advising private and public companies and private equity firms on all aspects of mergers, acquisitions, divestitures, leveraged buyouts, recapitalizations and capital investment transactions, often involving significant international elements. In addition to specific transaction-based work, Mr. Graban routinely counsels clients in connection with a wide range of commercial and operational issues, agreements and governance matters. Mr. Graban represents companies in a broad array of industries, including private equity, manufacturing, healthcare, pharmaceutical distribution, business services, insurance, retailing and solar technology.

Mr. Graban has experience representing issuers and underwriters in public and private equity and debt offerings, and regularly advises high-net-worth individuals on complex issues under Section 16, Regulation 13D-G and Rule 144 of the federal securities laws in connection with various estate planning vehicles that use publicly traded securities.

Mr. Graban also routinely represents companies and senior management teams in connection with management compensation, including advice with respect to employment agreements, equity-based compensation plans and severance arrangements.

Representative transactions include:

• Representation of a group of minority owners of the parent company of Edgepark Medical Supplies and Independence Medical in their sale to private equity firms Clayton, Dubilier & Rice and GS (Goldman Sachs) Capital Partners
• Representation of Texas Health Resources in connection with its disposition of PhyServe Holdings, a physician services company, as part of THR’s broader acquisition of MedicalEdge Healthcare Group, an independent physician group
• Representation of WMG Capital (the private investing arm of Waterstone Management Group, a management services firm) in connection with its sale of The Johnsson Group (a finance and operations improvement services company) to PRGX Global, Inc. (a publicly traded business analytics and information services firm)
• Representation of CBIZ (a publicly traded professional services company) in connection with numerous acquisitions of accounting, employee benefits and other service businesses
• Representation of Wayne-Dalton in connection with the sale of its door business to Overhead Door Corporation, a subsidiary of Sanwa Holdings of Tokyo, Japan
• Representation of Equity Trust (a custodian for self-directed savings plans) in connection with its acquisition of Sterling Trust
• Representation of the Special Committee of the Board of Directors of Wendy’s International in connection with its merger with Triarc Companies (the franchisor of Arby’s restaurants)
• Representation of American Greetings in connection with its acquisition, via tender offer, of PhotoWorks (an Internet-based personal publishing company)
• Representation of Veyance Technologies in connection with its acquisitions of Monk Mining Supply, Millennium Vulcanizing and National Belt Service (industrial conveyor belt sales and servicing companies)
• Representation of Aleris International in connection with its acquisitions of EKCO Products (producer of aluminum sheet and foil), AE Products (specialty rolled aluminum product manufacturer), HT Aluminum (an aluminum smelting and refining company) and Tomra Latasa Reciclgem (an aluminum recycling operation in Sao Paulo, Brazil)
• Representation of DDR (publicly traded owner and manager of retail properties) in connection with its acquisition of Inland Retail Real Estate Investment Trust
• Representation of Chesapeake Utilities Corporation in its $30 million private placement of unsecured senior notes
• Representation of Ferro Corporation in its $150 million underwritten public offering of convertible senior notes

Mr. Graban is a member of the firm’s Technology Committee, Retirement Plan Investment Committee and the Hiring Committee of the firm’s Cleveland office. Mr. Graban is a member of the American, Ohio State and Cleveland Metropolitan Bar Associations.