Thomas Kesoglou is the Chair of the Firm’s Private Equity Practice. He is also a member of the Firm's Board of Directors. Mr. Kesoglou represents private equity funds, mezzanine funds, SBICs, BDCs, family offices and independent sponsors providing strategic and legal advice in their investment strategies, including leveraged buyouts, mezzanine financings, growth capital transactions, early and late stage private equity investments and secondary transactions. Mr. Kesoglou also advises these investors in connection with the management of their portfolio companies, including acquisitions, dispositions, follow-on debt or equity investments, bridge loans, restructurings, recapitalizations, employment matters, stock plans and other general corporate matters.
Mr. Kesoglou represents privately held companies in connection with the sale of their business to strategic or financial investors. He also represents large U.S. and foreign corporations in connection with their investment and M&A activities in the United States.
In addition to advising his clients, Mr. Kesoglou actively seeks transaction opportunities to refer to financial investors in order to facilitate introductions and transaction opportunities.
Mr. Kesoglou is a frequent public speaker on corporate legal matters and has authored several articles published in leading magazines, including Buyouts, Financier Worldwide, and The Deal. He was named AM&AA Conference Chair of the Year and AM&AA Chapter Leader of the Year by the Alliance of Merger & Acquisition Advisors and serves as the New York Chapter President.
Prior to founding Ice Miller's New York office in 2015, Mr. Kesoglou practiced in the private equity groups of AMLaw 200 firms in New York. Prior to becoming an attorney, Mr. Kesoglou worked as an investment banker in the Real Estate Finance and Securitization Group of CIBC World Markets in New York.
Reported and Representative Cases
Representative Transactions
● Represented Carroll Capital portfolio company ESI in its acquisition of Metro Elevator, Inc.
Representation of ESI, a leading elevator service provider in the Midwest, in its acquisition of Metro Elevator, Inc., an independent elevator service company.
● Represented Boathouse Capital LP portfolio company Spark Hire in its acquisition of Comeet
Representation of Spark Hire, Inc., a Boathouse Capital LP portfolio company, in its acquisition of Comeet Technologies, Inc., a global leader in collaborative recruitment software.
● Represented Boathouse Capital LP in equity investment in Spark Hire
Representation of Boathouse Capital LP in a growth equity investment in Spark Hire, Inc., a SaaS video-based interview platform in the HR technology sector.
● Represented White Wolf Private Credit in support of Sundog Capital’s Formation of Stryker Electric Platform
Representation of White Wolf Private Credit, the private credit arm of White Wolf Capital Group focused on making senior or mezzanine debt investments as well as minority equity co-investments in privately-held, middle market companies, in support of Sundog Capital’s formation of Stryker Electric Platform, initially comprised of three electrical contracting businesses: Stryker, Bay Area, and Edge.
● Represented Praesidian Capital in its acquisition of a Southwestern Based Distributor
Representation of Praesidian Capital, a New York-based private equity firm, in its acquisition of a controlling interest in a leading e-commerce distribution business located in the Southwest United States.
● Represented Carroll Capital in its investment in Elevator Service
Representation of Carroll Capital, a CT-based family office, in its recapitalization of Elevator Service, Inc., a market leading independent elevator services provider in the Great Lakes region.
● Represented Tamarix Equity Partners in its acquisition of Rohrer Aesthetics
Representation of Tamarix Equity Partners, a New York-based, private equity fund, in its acquisition of a majority interest in Rohrer Aesthetics, an Alabama based family-owned manufacturer of devices sold to the aesthetic market.
● Represented White Wolf Capital in its acquisition of Weatherhaven
Representation of White Wolf Capital, a private equity firm focused on management buyouts, recapitalizations and investments in leading middle market companies, in the acquisition of Weatherhaven, one of the world’s leading suppliers of rapid and redeployable mobile infrastructure, bases and shelters, for everything from military operations in the desert to climate research stations in ultra-cold Antarctica to sophisticated medical, humanitarian and disaster relief solutions.
● Represented White Wolf Private Credit in support of the Recapitalization of Pacific Power & Systems
Representation of White Wolf Private Credit, the private credit arm of White Wolf Capital Group focused on making senior or mezzanine debt investments as well as minority equity co-investments in privately-held, middle market companies, in support of Pacific Power & Systems’ acquisition of Millennium Electric, Inc., an Orlando, FL based electrical contractor focused on the commercial, industrial and multi-family sectors.
● Represented DCCM in its acquisition of Binkley & Barfield
Representation of DCCM, a portfolio company of White Wolf Capital and a national provider of design, consulting, and program & construction management services, in the acquisition of Binkley & Barfield, a national provider of design, consulting, and program & construction management services.
● Represented RF Investment Partners in its Investment in RamSoft
Representation of RF Investment Partners, a New York and Chicago-based SBIC providing flexible debt and structured equity solutions to growth oriented companies, in its investment in RamSoft, a leading provider of cloud-based medical imaging software.
● Represented Tamarix Equity Partners in its investment in Playa Bowls LLC
Representation of Tamarix Equity Partners, a New York-based private equity fund, in its investment in Playa Bowls LLC, a rapidly growing better-for-you restaurant business, which offers superfruit bowls with a mission to lead communities in healthy, sustainable living.
● Represented RF Investment Partners in its exit in True Talent Advisory LLC
Representation of RF Investment Partners, a New York and Chicago-based SBIC that provides flexible debt and structured equity solutions to growth oriented companies, in its exit in True Talent Advisory LLC, a premier provider of global executive recruitment services, talent relationship management software and talent assessment solutions to enterprises, investment firms and talent owners.
● Represented ACI Learning with its acquisition of ITProTV
Representation of ACI Learning, a portfolio company of Boathouse Capital, a Philadelphia-based private equity firm with $350 million of capital under management, in the acquisition of ITProTV, an industry leader for online, self-paced learning for tech professionals, students, and organizations worldwide.
● Represented Brookside Mezzanine Partners in its investment in Worldwide Electric Corporation LLC
Representation of Brookside Mezzanine Partners, a leading provider of debt and minority equity to small and mid-sized companies throughout the United States, in its investment of subordinated debt and equity to support the acquisition of Worldwide Electric Corporation LLC ("WWE"), a portfolio company of Graycliff Partners. Headquartered in Rochester, NY, WWE is a developer, importer and value-added distributor of a wide range of industrial electric motors, motor controls and gear reducers.
● Represented NSC Technologies with its acquisition of Staff Matters Inc.
Representation of NSC Technologies, a portfolio company of White Wolf Capital, a Miami based private equity firm focused on management buyouts, recapitalizations and investments in leading middle market companies, in the acquisition of Staff Matters Inc., a full-service recruiting and staffing firm that supports businesses in the technical, professional, administrative and light industrial industries and recruits for various job classifications, including engineering, manufacturing, professional, industrial, IT and more.
●Represented Boathouse Capital LP portfolio company SurveyHealthcare in its acquisition of OMR Globus
Representation of SurveyHealthcare, a Boathouse Capital LP portfolio company, in its acquisition of OMR Globus, a company that services market research agencies, independent consultants, and other data collection firms in sampling, concept and study design, fieldwork management, survey scripting and data processing.
● Represented OFS Capital Corporation in its investment in Chemres
Representation of OFS Capital Corporation (NASDAQ:OFS), a business development company providing capital to middle market companies, including senior secured, unitranche, second-lien and mezzanine loans, in a debt and equity investment in Chemical Resources Inc. OFS partnered with Charter Oak Equity, an independent sponsor investing in the lower middle market, to effect a recapitalization of Chemres, a custom compounder and global logistics provider of high-performance polymer materials, services and solutions.
● Represented NSC Technologies with its acquisition of Staffing Resources Inc and ULG Companies LLC
Representation of NSC Technologies, a portfolio company of White Wolf Capital, a private equity firm focused on management buyouts, recapitalizations and investments in leading middle market companies, in the acquisition of Indiana personnel agencies Staffing Resources Inc and ULG Companies LLC.
● Represented RF Investment Partners in its investment in True Talent Advisory LLC
Representation of RF Investment Partners, a New York and Chicago-based SBIC that provides flexible debt and structured equity solutions to growth oriented companies, in its growth capital investment in True Talent Advisory LLC, a global portfolio of services and products centered on talent for high-growth tech and tech-enabled organizations.
● Represented Level Equity in its investment in PhotoShelter, Inc.
Representation of Level Structured Capital, based in New York providing debt and non-capital senior equity solutions to growth oriented business, including software and technology companies, in its investment in PhotoShelter, Inc., a cloud based service for photographers.
● Represented Star Mountain Capital in its investment in Kingsway Warranty Holdings
Representation of Star Mountain Capital, a specialized asset management firm, in its investment in Kingsway Warranty Holdings a company primarily in the extended warranty, asset management and real estate industries, in connection with its acquisition of Geminus Holding Company, Inc., a specialty, full-service provider of vehicle service contracts and other finance and insurance products to used car buyers around the country.
● Represented Champlain Capital in the sale of Freeman Beauty to Private Equity Firm Yellow Wood Partners
Representation of Champlain Capital, a private equity firm investing in niche manufacturing, consumer products, distribution, healthcare, and non-financial service businesses, in the sale of its portfolio company, Freeman Beauty, to Boston-based private equity group Yellow Wood Partners.
● Represented White Wolf Capital in its acquisition of an Anaheim, California-based manufacturer of specialized aerospace and defense equipment
Representation of White Wolf Capital LLC, a private equity firm focused on management buyouts, recapitalizations and investments in leading middle market companies, in the formation of its new platform entity Consolidated Machine & Tool Holdings, LLC which acquired a majority stake in Astro-Tek Industries, Inc., a manufacturing company that creates and builds specialized equipment used by Tier 1 aerospace and defense companies to manufacture, test, maintain, and service aircraft, satellites, rockets, and missiles.
● Represented Boathouse Capital LP in its successful exit in Colortree Group, Inc.
Representation of Boathouse Capital LP, a private equity fund with $350 million under management that invests in mezzanine debt and equity into high-quality, lower middle market businesses across the U.S., in the sale of its investment in Colortree Group, Inc., a full service print, envelope, and outsource provider, based in Richmond, VA.
● Represented CSI IT LLC with its acquisition of The Nuss Group Inc.
Representation of CSI IT LLC, a portfolio company of White Wolf Capital, a private equity firm focused on management buyouts, recapitalizations and investments in leading middle market companies, in the acquisition of The Nuss Group Inc., a Philadelphia, Pennsylvania-based provider of consulting services focused on workforce management systems and solutions.
● Represented Boathouse Capital LP in its successful exit in OBBCO Safety & Supply
Representation of Boathouse Capital LP, a $120 million private equity firm that invests in mezzanine debt and equity into lower middle market businesses across the U.S., in the sale of its investment in OBBCO Safety & Supply, Inc., a value-added industrial safety supply distributor selling personal protective equipment ranging from hard hats and fall protection to gas detection equipment and hazardous material handling gear to Motion Industries, a wholly owned subsidiary of Genuine Parts Company.
● Represented White Wolf Capital in its recapitalization of a Florida-based information technology, consulting and recruiting company
Representation of White Wolf Capital LLC, a private equity firm focused on management buyouts, recapitalizations and investments in leading middle market companies, in its recapitalization of CSI IT, LLC, a company that is primarily focused on providing permanent and contract IT resources to augment a client’s existing staff while implementing or upgrading complex systems.
● Represented Aero Precision LLC with its acquisition of Fall Machine Company, Inc.
Representation of Aero Precision LLC, a portfolio company of White Wolf Capital, a private equity firm focused on management buyouts, recapitalizations and investments in leading middle market companies, in the acquisition of Fall Machine Company, Inc., a New Hampshire-based precision CNC manufacturer of components, parts and assemblies for customers in the military/weapons, aerospace, defense and telecommunications industries.
● Represented White Wolf Capital in its acquisition of a Connecticut-based manufacturing company of modern sporting rifles
Representation of White Wolf Capital LLC, a private equity firm focused on management buyouts, recapitalizations and investments in leading middle market companies, in its acquisition of Stag Arms LLC, a manufacturer of modern sporting rifles based in New Brittain, CT.
● Represented OFS Capital Corporation in its investment in Strategic Pharma Solutions, Inc.
Representation of OFS Capital Corporation (NASDAQ:OFS), a business development company providing capital to middle market companies, including senior secured, unitranche, second-lien and mezzanine loans, in a debt and equity investment in Strategic Pharma Solutions, Inc ("SPS"). OFS partnered with Periscope Equity and Centerfield Capital Partners to provide financing for the strategic merger of SPS and MicroMass Communications, Inc. SPS is a Raleigh-based healthcare communications agency. MicroMass Communications, Inc. is a healthcare communications agency with unique expertise in human health behavior.
● Represented White Wolf Capital in its acquisition of a majority stake in a Canadian-based manufacturing company
Representation of White Wolf Capital LLC, a private equity firm focused on management buyouts, recapitalizations and investments in leading middle market companies, in its leveraged recapitalization of Technicut Tool, Inc. based in Ontario, Canada, a manufacturer of high-precision machined metal components.
● Represented OFS Capital Corporation in its investment in CaddieMaster Enterprises, Inc. and its affiliates
Representation of OFS Capital Corporation (NASDAQ:OFS), a business development company providing capital to middle market companies, including senior secured, unitranche, second-lien and mezzanine loans, in purchasing senior secured notes and warrants of CaddieMaster Enterprises, Inc. and its affiliates and subsidiaries, a leading provider of caddie services to golf courses throughout the United States.
● Represented Boathouse Capital LP in its investment in Universal Survey & SurveyHealthCare
Representation of Boathouse Capital LP, a private equity firm that invests in mezzanine debt and equity into lower middle market businesses across the U.S., in its investment in Universal Survey & SurveyHealthCare, a leading provider of survey data collection services.
● Represented Aero Precision LLC with its acquisition of Ballistic Advantage LLC
Representation of Aero Precision LLC, a portfolio company of White Wolf Capital, a private equity firm focused on management buyouts, recapitalizations and investments in leading middle market companies, in the acquisition of Ballistic Advantage LLC, a manufacturer and distributor of firearm components and accessories, branded products, apparel and related supplies.
● Represented Praesidian Capital in first-lien debt for House of Television Rentals, Inc.
Representation of Praesidian Capital, a leading provider of senior and subordinated debt for small and mid-sized companies, in providing first-lien debt for House of Television Rentals, Inc. (“HOTV”) to recapitalize the company. HOTV is a household appliance, furniture and electronics rent-to-own business.
● Represented White Wolf Capital LLC in leveraged recapitalization
Representation of White Wolf Capital LLC, a private equity firm focused on management buyouts, recapitalizations and investments in leading middle market companies, in its leveraged recapitalization of Aero Precision, Inc.
● Represented RKL Building Specialties Co., Inc. in the sale of its assets to Hohmann & Barnard, Inc.
Representation of RKL Building Specialties Co., Inc., a manufacturer and distributor of custom stone and masonry products, in the sale of its assets to Hohmann & Barnard, Inc., an indirect subsidiary of Warren Buffett's Berkshire Hathway, Inc. and the world's largest manufacturer of reinforcing, anchoring and other masonry construction products.
● Represented Colortree Group, Inc. with its acquisition of Direct Impressions, Inc.
Representation of Colortree Group, Inc., a portfolio company of Boathouse Capital, a $120 million private equity firm that invests mezzanine debt and equity into lower middle market businesses across the U.S., in the acquisition of Direct Impressions, Inc., a graphic arts company specializing in printing, mailing and direct-mail marketing services.
● Represented Boathouse Capital LP in its investment in OBBCO Safety & Supply
Representation of Boathouse Capital LP, a $120 million private equity firm that invests in mezzanine debt and equity into lower middle market businesses across the U.S., in its investment in OBBCO Safety & Supply, Inc., a value-added industrial safety supply distributor selling personal protective equipment ranging from hard hats and fall protection to gas detection equipment and hazardous material handling gear.