Reps and warranties insurance, which has become common in conventional M&A transactions, is now being marketed for use in distressed transactions, including 363 bankruptcy sales. How will that work and can it help facilitate a more robust and competitive sale process?
Ryan G. Miest
Assistant: Melonee Ham, 612.492.7524
“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.”
Ryan Miest works with high-growth enterprises, from start-ups to Fortune 100 corporations, on mergers and acquisitions, as well as financings and other significant transactional matters. Ryan also represents private equity funds, venture funds, and their portfolio companies, as well as other financial buyers, sellers, and investors, in platform and add-on acquisitions, divestitures, recapitalizations, and other transactions.
Ryan’s transactional expertise includes mergers and acquisitions, joint ventures, financing transactions, intellectual property transactions, and other complex commercial relationships, in diverse industries such as 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 these 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, which was recently ranked in the Top 15 among US law firms in Pitchbook’s 2020 Annual Global League Tables, based on 2020 deal volume. He previously served as Co-Chair of the firm’s Corporate and Securities Department and on the firm’s Recruiting and Hiring Committee.
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 (in addition to the transactions highlighted below) Bright Health’s acquisition of Zipnosis, 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 (a Stone Point Capital portfolio company); the acquisition by Securian Financial Group of Empyrean Benefits Solutions, Inc. (a portfolio company of FTV Capital and Claritus Capital); the acquisition by Apogee (NASDAQ: APOG) 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 SixSpeed to Advantage Marketing Partners
- Sale of Ecessa Corporation to Communications Systems, Inc.
- Sale of Agosto to Pythian Services Inc. (a Mill Point portfolio company)
- Sale of Corvil to Pico
- Sale of Anovia Payments to Waud Capital Partners
- Sale of Virteva to RLJ Companies/Crossfuze
- Acquisition by Rogue Wave (an Audax portfolio company) of Gliffy
- Acquisition by HelpSystems (an HGGC portfolio company) of Midrange Performance Group, MVP Systems Software, and assets of Core Security from SecureAuth
Acquisition by HelpSystems (a TA Associates, Charlesbank Capital Partners, and HGGC portfolio company) of Clearswift, Digital Defense, Vera, and Agari
- 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
- Represented investor group in majority investment in Peace Coffee
Representative private equity M&A experience includes:
- Represents Kinderhook Industries, a leading national middle market private equity fund, and its portfolio companies in numerous acquisitions and divestitures
- 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.
- Outsell Corporation
- POPS! Diabetes Care, Inc.
- Securian Financial Group, Inc.
- Talenti Gelato
Articles & Presentations
PUBLICATIONS & PRESENTATIONS
- Panelist, “M&A 2021: What to Expect After the Pandemic,” Fredrikson & Byron Webinar, April 28, 2021
- Quoted in “Even a Pandemic Couldn’t Stop M&A in Minnesota,” by Taryn Phaneuf, Minneapolis/St. Paul Business Journal, February 25, 2021
- Quoted in “Pandemic Slowed Deal-Making In Minnesota Last Year,” Star Tribune, February 7, 2021
- Quoted in “M&A Goes SX,” by Taryn Phaneuf, Minneapolis/St. Paul Business Journal, February 28, 2020
- Quoted in “Minnesota Saw More Deals in 2019, but Smaller Price Tags”, by Neal St. Anthony and Patrick Kennedy, Star Tribune, February 2, 2020
- “Transactional Insurance – Key Issues and Market Update,” co-presented with William M. Monat (Willis Towers Watson), Risk and Insurance Management Society Minnesota Conference, January 23, 2020
- “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
- University of Minnesota Law School, J.D., 1999, magna cum laude
- University of Iowa, B.B.A., 1995
- Minnesota, 1999
- U.S. District Court, Minnesota, 1999
- 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
- American Bar Association
- Minnesota Bar Association
- Hennepin County Bar Association
- University of St. Thomas, Adjunct Faculty (2003-2005) (Communications Law)
- 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