Brandon E. Kepple

Counsel

Orlando
T +1.407.649.4693
F +1.407.841.0168

Overview

As a corporate transactional attorney, Brandon Kepple counsels clients on an ongoing basis in connection with business-related issues and corporate matters. Having worked in many industries, he has a depth of experience in unique areas that provides him with the skills and confidence to address client concerns. Taking his clients' businesses into account, he focuses on the legal issues as well as the future of the business and its day-to-day functions.

Select Experience

Mergers and Acquisitions 
  • Represented the shareholders of a privately held manufacturing company in connection with the sale of stock to the wholly owned subsidiary of a foreign buyer. The approximately $25 million transaction included filing with the Committee on Foreign Investment in the United States (CFIUS) and various issues arising in connection with the qualification of certain products as subject to regulation under the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR).
Hospitality
  • Represented a nationally recognized hotel and timeshare brand in connection with multiple projects wherein the client partnered with a third-party developer for the development of property inclusive of one or more whole-ownership, fractional ownership and/or hotel components.
General Transactions 
  • Experienced in negotiating and drafting agreements establishing and governing joint ventures and strategic alliances. 
    • Drafted and negotiated a strategic alliance between a media company and a former hospitality executive to explore and execute multiple business opportunities.
    • Drafted and negotiated an agreement between two tenants-in-common to establish and govern their respective rights and responsibilities with respect to the land held as tenants-in-common.
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Experience

Mergers and Acquisitions 
  • Represented the shareholders of a privately held manufacturing company in connection with the sale of stock to the wholly owned subsidiary of a foreign buyer. The approximately $25 million transaction included filing with the Committee on Foreign Investment in the United States (CFIUS) and various issues arising in connection with the qualification of certain products as subject to regulation under the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations (EAR).
  • Represented a large national staffing company in the acquisition of multiple staffing companies and related services companies throughout the country. Aggregate purchase price was approximately $15 million with individual deals ranging from $2 million to $6 million.
  • Represented a natural gas distribution company in the acquisition of an existing natural gas distribution system from a Florida municipality in an approximately $1 million transaction.
  • Represented a division of a publicly traded company in the acquisition of a home services company from a private seller in an approximately $700,000 transaction.
  • Represented the subsidiary of a publicly traded company in the acquisition of multiple propane distribution companies from private sellers. Aggregate deal value was approximately $5 million.
  • Represented a regional hospital system in the acquisition of multiple private physician practice groups that included more than 200 physicians. 
Hospitality
  • Represented a nationally recognized hotel and timeshare brand in connection with multiple projects wherein the client partnered with a third-party developer for the development of property inclusive of one or more whole-ownership, fractional ownership and/or hotel components.
  • Represented the developer in the creation of a fractional use and whole-ownership project in the Caribbean.
  • Negotiates and drafts various hospitality-specific agreements including management contracts, sales and marketing agreements, and reseller agreements. 
  • Continues to represent the franchisee of a nationally recognized fast-food chain in connection with obtaining and opening additional franchise locations, as well as in acquiring existing franchise locations from other franchisees.
General Transactions 
  • Experienced in negotiating and drafting agreements establishing and governing joint ventures and strategic alliances. 
    • Drafted and negotiated a strategic alliance between a media company and a former hospitality executive to explore and execute multiple business opportunities.
    • Drafted and negotiated an agreement between two tenants-in-common to establish and govern their respective rights and responsibilities with respect to the land held as tenants-in-common.
  • Experienced in negotiating and drafting shareholder agreements, partnership agreements and limited liability company agreements. 
    • Represented a developer in negotiating and drafting an operating agreement with a new-money partner to develop land owned by the limited liability company. Established each member's respective rights and responsibilities with respect to the same.
    • Represented the shareholder in a single-shareholder company in drafting a shareholder's agreement to establish future shareholder rights and responsibilities upon the sale of equity interests in the corporation.
  • Experienced in negotiating and drafting various commercial agreements, including supplier, production, service, nondisclosure and sales representative agreements. 
    • Drafted forms of national and international distribution and reseller agreements for the client to use with distribution and reseller agents. 
    • Drafted the form of an agreement for a technology client to use in providing data hosting and remote backup services to third parties.
  • Experienced in negotiating financing transactions on behalf of borrowers with both large and small financial institutions.

Recognitions and Memberships

Memberships

  • American Bar Association

Admissions

  • Florida, 2008
  • Ohio, 2003

Education

  • J.D., The Ohio State University Michael E. Moritz College of Law, 2003; with honors; Order of the Coif; Staff Member, The Ohio State Law Review