Ryan G. Miest

Shareholder

Email: rmiest@fredlaw.com
Office: 612.492.7393
Assistant: Melonee Ham, 612.492.7524

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PRIMARY SERVICES

Mergers & Acquisitions
Private Equity
Venture Capital & Angel Financing
Start Up & Rapid Growth Enterprises

“My relationships with my clients are fundamentally based on trust and confidence. The highest compliment and honor a client can give me is to entrust me with their most complex and difficult problems.”

Overview

Ryan Miest works with high-growth and technology-savvy enterprises, from start-ups to Fortune 100 corporations, on acquisitions, divestitures, financings and other significant transactional matters. Ryan also represents private equity funds, venture capital funds, and their portfolio companies, as well as other financial buyers, sellers, and investors in platform and add-on acquisitions, divestitures, financings and other transactions.

Ryan’s transaction experience and expertise includes public and private mergers and acquisitions, joint ventures, financing transactions, complex intellectual property transactions, and other complex commercial relationships, in diverse industries including technology, financial services, food, manufacturing, health care and retail. His practice combines deep substantive expertise with extensive practical experience and a solutions-oriented mentality. In addition to transactional matters, Ryan also serves as outside general counsel to over a dozen high-growth clients, providing business-focused advice regarding corporate governance, equity compensation, financing, intellectual property protection, and other issues facing fast-moving businesses.

Ryan is also active in the management of Fredrikson & Byron, currently serving as the Co-Chair of the firm’s Mergers and Acquisitions Department and also serving on the firm’s Recruiting & Hiring Committee. He previously served as Co-Chair of the firm’s Corporate and Securities Department.

Experience

REPRESENTATIVE EXPERIENCE

Representative Transactions:

Over the past five years, Ryan has closed more than a dozen M&A transactions each year as lead transaction counsel. Significant representative transactions during this time period include the acquisition by Rogue Wave Software of Gliffy; the acquisition of Hudson Grace by Crate & Barrel; the acquisition by Securian Financial Group of ivari’s Affinity business in Canada; the sale of H. Beck by Securian Financial Group to Kestra Financial; the acquisition by Apogee of EFCO Corporation (a Pella business line); the sale of SportsEngine to NBC Sports Group (described by the Minneapolis / St. Paul Business Journal as one of “2016’s top tech M&A deals”); the sale of Talenti Gelato to Unilever; and the sale of Universal Turbine Parts by Goldner Hawn Johnson & Morrison.

Representative transactions and clients in the technology sector include:

Sale of Corvil to Pico
Sale of Anovia Payments to Waud Capital Partners
Sale of Virteva to RLJ Companies/Crossfuze
Acquisition by Rogue Wave of Gliffy
Acquisition by HelpSystems (an HGGC portfolio company) of Midrange Performance Group
Acquisition by HelpSystems (an HGGC portfolio company) of MVP Systems Software
Acquisition by HelpSystems (an HGGC portfolio company) of Core Security assets from SecureAuth
Acquisition by DXC Technology (DXC: NYSE) of argodesign

Representative transactions and clients in the consumer food space include:

Represented investor group in mezzanine loan to premium bottled water company
Represented client in multiple equity investments in specialty foods companies and sale to a leading sales and marketing agency
Represented Talenti Gelato as outside general counsel and in sale to Unilever
Represented investor groups in investments in growing food manufacturing companies
Represented Iris Brands in acquisition of Solero Fruit Bars
Represented diversified frozen food manufacturer in various matters
Represented investor group in majority investment in energy drink startup

Representative private equity and M&A experience includes:

Represents Audax, a leading national middle market private equity fund, in numerous acquisitions and divestitures in a variety of industries, including numerous closed transactions for over a half-dozen different platform companies
Represents other national and regional middle market private equity funds in platform and add-on acquisitions and divestitures
Represents management groups in connection with sponsor buyouts, including employment arrangements, equity compensation, and co-invest or rollover opportunities

Representative Clients as Lead Outside General Counsel or M&A Counsel:

Blu Dot Design & Manufacturing, Inc.
Crate & Barrel
Digital River, Inc.
Electrosonic, Inc.
Ignite Sales Management & Consulting
Outsell Corporation
POPS! Diabetes Care, Inc.
Securian Financial Group, Inc.
Talenti Gelato

Articles & Presentations

PUBLICATIONS & PRESENTATIONS

“Managing M&A Risk: Representation and Warranty Insurance and Other Tools for Strategic Acquirers,” co-presented with Elizabeth Cunnane (Willis Towers Watson), Jeffrey Anderson (ASQ Underwriting), and Jamie Frommelt (Hennepin Partners), November 19, 2019
“Crowdfunding Your Business,” Fredrikson & Byron SURGE presentation, co-presented with Todd Taylor @ CoCo, December 10, 2015
“Basic Legal Documents,” Fredrikson & Byron SURGE presentation, co-presented with David Winkler @ CoCo, August 13, 2015
“Branding Blunders – Protecting Your Name, Logo, and Brand,” co-presented with Jessica Allen, Beers With Fred Series @ CoCo, January 20, 2014
“Playing Nice with Others – Personal (and Legal) Problems with Equity Owners, Business Partners, Employees and Others,” co-presented with Kevin Spreng, Beers with Fred Series @ CoCo, December 2, 2014
“Freelancers Don’t Need Contracts,” co-presented with Steven Helland, Beers with Fred Series @ CoCo, June 17, 2014
“Formation Screw-Ups,” co-presented with Kevin Spreng, Beers with Fred Series @ CoCo, April 15, 2014

Honors & Education

EDUCATION

University of Minnesota Law School, J.D., 1999, magna cum laude
University of Iowa, B.B.A., 1995

BAR ADMISSIONS

Minnesota, 1999
U.S. District Court, Minnesota, 1999

HONORS

The Best Lawyers in America, Mergers and Acquisitions Law, 2013-present
Minnesota Super Lawyers, Rising Star, 2007-2009, 2012
Minnesota Law Review, Lead Articles Editor, 1998-1999; staff member, 1997-1998
Order of the Coif, Member

Super Lawyers

Professional Activities

PROFESSIONAL ACTIVITIES

American Bar Association
Minnesota Bar Association
Hennepin County Bar Association
Licensing Executives Society, Minnesota Chapter, Member
University of St. Thomas, Adjunct Faculty (2003-2005) (Communications Law)

COMMUNITY

Member, Board of Directors – Baby’s Space: A Place to Grow , 2007-2015; Chair, Governance Committee, 2011-2015; Interim Chairman of the Board, 2015-2016
Member, Board of Directors – Baby’s Space Environments, 2011-2015
Member, Board of Directors – Pathways, 2007-2015
Finance Committee – Pathways, 2012-2017