EDUCATION

Georgetown University Law Center, Washington, D.C., M.L.T. Taxation, with Distinction, 1998

University of Richmond, Richmond, Virginia, J.D., 1986

  • Editorial Board Member, University of Richmond Law Review

College of William & Mary, Williamsburg, Virginia, B.B.A. Accounting, 1983

 

ADMITTED

Virginia 1986

 

PLACE OF BIRTH

Harrisonburg, Virginia

 
Lawyers / Professionals
 
Steven J. Keeler
Partner
Court Square Building, 310 Fourth Street, N.E., Suite 300
P.O. Box 1288
Charlottesville, Virginia 22902-1288
T: 434.977.2512
F: 434.980.2259
skeeler@mcguirewoods.com

1750 Tysons Boulevard
Suite 1800
McLean, Virginia 22102-4215
T: 703.712.5138
F: 434.980.2259

Mr. Keeler is a partner in the firm's private equity group. He represents venture capital, private equity and hedge fund investors, as well as emerging growth and middle market companies generally and in connection with investment and acquisition transactions. He has significant experience in the tax, finance, securities law and intellectual property aspects of equity and mezzanine debt financings, mergers and acquisitions, and joint ventures. His business experience is supplemented with a background in accounting (having passed the CPA examination in Virginia in 1989) and an advanced law degree (with distinction) in taxation.

He has represented private and public companies in taxable and tax-free stock and asset purchase, and merger and acquisition, transactions, as well as recapitalizations, management buyouts and spin-offs. In addition to his deal experience, he regularly serves as general counsel to companies and their executives in a variety of industries, including technology, telecommunications, media and publishing, Internet, life sciences, alternative energy, service and manufacturing concerns.

Mr. Keeler works closely with the firm’s Capital Markets, Corporate Services, Technology and Business, and Taxation Departments to coordinate timely and efficient legal services for his fund and company clients. He also maintains an active network of private equity, banking, investment banking and accounting contacts to bring outside opportunities and resources to his clients.

Representative Matters
  • Represented private equity fund in leveraged buyout of franchised business valued at $220 million, including senior and mezzanine debt facilities and tax-deferred issuance of preferred stock as component of transaction consideration.
  • Represented private equity fund in leveraged buyout of engineering services company valued at $25 million, structured as a tax-favorable Section 338(h)(10) stock purchase transaction.
  • Represented private equity fund in leveraged buyout of construction products manufacturer valued at $25 million, utilizing a limited liability company acquisition structure designed to provide tax deferral to the sellers and future tax benefit to the buyer.
  • Advised management on business and tax issues relating to $60 million manufacturing/distribution business sale (cash, equity and earn out) to private equity fund.
  • Closed private placements and add on acquisitions for industrial distribution consolidator sponsored by private equity fund, including negotiation and closing of senior secured bank financing, mezzanine debt and equity financings.
  • Selected by company management of national catalogue retailer to negotiate and close $18 million stock sale and stock option rollover to public company buyer in anticipation of IPO of buyer.
  • Retained by investment bank to niche sporting goods distributor to represent the company in $25 million sale to several private equity funds.
  • Represented health care technology and services provider in issuer reorganization to Delaware and $3.5 million Series A preferred stock issuance to two venture capital funds.
  • Advised public company in $18 million tax-deferred reorganization (stock-for-assets) acquisition of distribution business and related litigation with competitive buyer.
  • Directed pre-closing foreign subsidiary reorganization and closed $3.4 Series A preferred stock investment in New York-based specialty consumer products and licensing company on behalf of private equity fund.
  • Represented high-profile Internet retailer in company restructuring, executive equity compensation plan, private placements, IPO and strategic partnering arrangements.
  • Represented manufacturer with U.S., Italian and German ownership and operations in the formation, industrial development bond financing and Regulation S private placement to foreign investors relating to new manufacturing facility.
  • Negotiated issuance by university-based biotech company of Series B preferred stock to private equity fund.
  • Represented venture capital investors, including formation of investment entity, in $3 million purchase of Series A preferred stock in life sciences company.
  • Retained by university-based e-learning technology company in successive multistate angel investor financings and ongoing employee equity planning and strategic partnering contracts.
  • Advised audio content mobile phone provider through successive preferred stock financings, corporate matters and licensing arrangements.
  • Represented multi-location automobile services provider in $18 million sale to private equity fund.
Practices & Industries Honors
  • Named One of the “Best Lawyers in America,“ Venture Capital Law, Woodward/White, Inc., 2007, 2008, 2009
  • Named One of Virginia's "Legal Elite," Virginia Business Magazine, Business and Tax Law, 2001-2006
  • Named a Virginia "Super Lawyer," Law & Politics Magazine, 2007, 2008
Previous Experience
  • Founder and Shareholder, Keeler Obenshain, PC, Charlottesville, Virginia
  • Shareholder, LeClair Ryan, Richmond & Charlottesville, Virginia
Publications
  • Deal Process and Terms in the Downturn” (Q&A with Rob Marks), M&A Alerts, Weekly Publication of The M&A Advisor, May 23, 2008
  • Teaching Founders to Roll Over: Deal Structures that Bridge the Valuation Gap” (co-authored with Robert G. McElroy), McGuireWoods Private Equity Newsletter, May 2008; reprinted in Practical US/Domestic Tax Strategies, June 2008
  • “Deal Process and Terms in the Downturn: Our Crystal Ball of Trends" (co-author), McGuireWoods Private Equity Newsletter, April 2008
  • “An Underrated Private Equity Risk: When Portfolio Company Board Seats Get Hot - Part II” (co-author), McGuireWoods Private Equity Newsletter, February 2008
  • “An Underrated Private Equity Risk: When Portfolio Company Board Seats Get Hot - Part I,” co-author, McGuireWoods Private Equity Newsletter, December 2007
  • "Virginia's Affiliated Transactions Statute: Indulging Form Over Substance in Second Generation Takeover Legislation," University of Richmond Law Review, Richmond, Virginia, 1988
  • "Cable Television Update: Capital Cities Cable, Inc. v. Crisp: Federalism and Frustration of Powers," University of Richmond Law Review, Richmond, Virginia, 1987
Classes Taught
  • Guest Lecturer, University of Virginia Darden School of Business, Charlottesville, Virginia, Entrepreneurial and Emerging Company Topics, 2005–Present
  • Guest Lecturer, William & Mary Mason School of Business, Williamsburg, Virginia, Venture Capital and Entity Formation Topics, 2005-Present
Speaking Engagements
  • “Alternative Investments: Private Equity and Hedge Funds,” 5th Annual McGuireWoods Nonprofits Seminar, 2007
  • “Where’s the Exit?” Panel Moderator at 1st Annual Southeast Venture Conference, 2006
  • "Exiting the Private Company: Fiduciary Duties and the Importance of Process," Virginia CLE Advanced Business Law Seminar, 2006
  • "Legal Opinions in Business Transactions," Virginia CLE Advanced Business Law Seminar, 2005
  • "Exiting the Private Company," VSCPA 1st Annual Financial Planning Forum, 2002
Certifications
  • Certified Public Accountant, Virginia, 1989
Professional Affiliations
  • Virginia State Bar, Board of Governors, Business Law Section
  • Virginia Society of CPAs
  • American Institute of CPAs
  • Virginia Bar Association
  • American Bar Association
Civic Affiliations
  • Board of Directors, Jefferson Area United Way, 2004-Present
  • Board of Directors, Martha Jefferson Hospital Foundation, 2005-2006
  • Board of Directors, Make-a-Wish Foundation of Virginia, 1999-2001