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Dean D. Willer

The best deals don’t have a winner and a loser; it's a handshake, not an arm-wrestling match.

Contact: P /612.604.6633E /[email protected]

Education

University of Minnesota Carlson School of Management, MBA, 2004

University of Minnesota Law School, J.D., cum laude, 2003

Tulane University, B.A., Political Science, magna cum laude, Phi Beta, Kappa, 2000

Bar Admissions

Minnesota, 2003

My Approach

Our team is driven by our desire to accomplish your objectives while maximizing long-term value. We have to begin by both listening to your goals and truly understanding your business, which means moving beyond simply understanding legal matters. To be effective, we have to appreciate how your business generates revenue, what are your relevant cost drivers, and what factors drive growth and make your business unique. As we confront problems together, it is important that we not only identify risks but develop common-sense, creative solutions to overcome outstanding obstacles. While many lawyers are great at recognizing problems and becoming immersed in the minutiae, we strive to consistently bring sound business judgment to balance zealously protecting your interests with offering a constructive and cooperative attitude.

Most of our clients are closely-held businesses, private equity fund sponsors and portfolio companies that are looking to innovate, grow, and seek successful exits for the benefit of their equity holders. My clients tend to be engaged in software-enabled business services, medical devices, real estate, energy, and restaurant/food services.

Our clients should expect and receive prompt responses and what I hope is a consistent, heightened degree of professional client service.

Practice Areas

Practicing Mergers & Acquisitions

My Experience

I represent closely-held businesses and middle market private equity funds and portfolio companies in a range of industries, often who are acquiring, selling, recapitalizing or reorganizing their businesses, bringing both legal and business capabilities to the transactions. When confronting issues in acquisitions, I aim toward developing creative and constructive, multiple-disciplinary solutions and working collaboratively with opposing parties to resolve problems and advance the transactions. Prior to joining Winthrop, I worked as a financial analyst with Intel Corporation and as a mergers and acquisitions specialist at an investment banking firm, focusing on the valuation, sale and financing of middle-market businesses.

Representative Matters

• Sale of Wisconsin Whey Protein, a leading U.S. producer of whey protein isolates, to Royal FrieslandCampina N.V.
• Disposition on behalf of Freeman Spogli & Co. and management of Baseline Fitness, a leading franchisee of more than 100 Planet Fitness-branded health clubs, to Mayfair Capital Partners, a division of Oxford Financial Group.
• Sale of West Central Ag Services, a large cooperative, to CHS, the largest agricultural cooperative in the United States (NASDAQ: CHSCL).
• Acquisition by CorePower Yoga, through its owner TSG Consumer Partners, of a number of its franchisee locations in the Santa Barbara, California area.
• Merger of EmpowerMX, an AI-powered aviation maintenance software provider, into IFS, an international enterprise cloud and industrial AI software solution provider based in London.
• Led bolt-on acquisition on behalf of Baseline Fitness of more than 38 Planet Fitness-branded health clubs in California, Iowa, Colorado, Minnesota, and Illinois.
• Sale of Figg, Inc., a leading card-linked offer platform for the financial services industry, to JPMorgan Chase, N.A.
• Sale of Newk’s Eatery to FSC Franchise Co. on behalf of Sentinel Capital Partners.
• Sale of a majority interest in PF Baseline Fitness, a leading franchisee of two dozen Planet Fitness health clubs, to Freeman Spogli & Co.
• SPAC business combination of Appreciate, Inc., a residential property management company, with PropTech Investments II, Inc. (NASDAQ: PTIC), a special purpose acquisition company.
• Sale of Fazoli’s, an Italian quick service restaurant chain from funds managed by Sentinel Capital Partners to FAT Brands, Inc. (NASDAQ: FAT).
• Purchase on behalf of Sentinel Capital Partners of Fazoli’s, a franchisor and operator of several hundred quick service Italian eateries, from Sun Capital Partners.
• Sale of Renters Warehouse to GA Technologies Co., Ltd., a Japanese public conglomerate focusing on technology solutions for individual real estate investors.
• Acquisition and recapitalization of Intense Cycles by two investment groups.
• Acquisition on behalf of Sentinel Capital Partners of Captain D’s Seafood Kitchen, a franchisor and operator of more than 500 quick service seafood restaurants, and Grandy’s, a franchisor and operator of 50 quick service comfort food restaurants, from Centre Partners Management.
• Divestiture of ampliFi loyalty solutions, a leading provider of outsourced, customized loyalty program solutions for middle-market banks and credit unions, to Lightyear Capital LLC.
• Acquisition from Deluxe Corp. (NYSE:DLX) of Deluxe Rewards, a dual-currency loyalty and consumer engagement technology company providing premium retail goods, travel services, and experiential rewards.
• Sale of Center for Behavioral Health, a leading provider of outpatient substance use disorder and behavioral health services, to Behavioral Health Group, the largest network of accredited outpatient opioid treatment centers in the United States, and Vistria Group.
• Merger of Respiratory Technologies, Inc. (RespirTech), a U.S.-based provider of an innovative airway clearance solution for patients with chronic respiratory conditions, such as chronic obstructive pulmonary disease (COPD) and cystic fibrosis, to Koninklijke Philips N.V. (NYSE: PHG, AEX: PHIA), on behalf of Whitecliff Capital Partners.
• Fund formation and equity offerings for Axial Real Estate Advisors LLC in connection with the acquisition of hospitality and senior housing assets.
• Strategic acquisition of a refined products marketing and energy trading company, primarily involved in the purchase and transportation of refined petroleum products for sale to distributors, marketers, and industrial end users.
• Represented Interstate Packaging Corp. in its sale to Green Bay Packaging.
• Represented power generation and industrial distributor as buyer in various acquisitions, including entities engaged in vehicle, equipment lifecycle management, and dealership operations.

Practicing Private Equity

My Experience

I represent venture and middle-market private equity funds and their portfolio companies in a range of matters, including controlling and non-controlling investments, portfolio and add-on sale and divestiture transactions, fund formation and financial structuring. We look to bring both legal and business capabilities to the transactions, with the aim of developing constructive, multiple-disciplinary solutions and working collaboratively with opposing parties. Prior to joining Winthrop, I worked as a financial analyst with Intel Corporation and as a mergers and acquisitions specialist at an investment banking firm, focusing on the valuation, sale and financing of middle-market businesses.

Representative Matters

• Disposition on behalf of Freeman Spogli & Co. and management of Baseline Fitness, a leading franchisee of more than 100 Planet Fitness-branded health clubs, to Mayfair Capital Partners, a division of Oxford Financial Group.
• Acquisition by CorePower Yoga, through its owner TSG Consumer Partners, of a number of its franchisee locations in the Santa Barbara, California area.
• Led bolt-on acquisition on behalf of Baseline Fitness of more than 38 Planet Fitness-branded health clubs in California, Iowa, Colorado, Minnesota, and Illinois.
• Sale of Newk’s Eatery to FSC Franchise Co. on behalf of Sentinel Capital Partners.
• SPAC business combination of Appreciate, Inc., a residential property management company, with PropTech Investments II, Inc. (NASDAQ: PTIC), a special purpose acquisition company.
• Sale of Fazoli’s, an Italian quick service restaurant chain from funds managed by Sentinel Capital Partners to FAT Brands, Inc. (NASDAQ: FAT).
• Acquisition on behalf of Sentinel Capital Partners of Captain D’s Seafood Kitchen, a franchisor and operator of more than 500 quick service seafood restaurants, and Grandy’s, a franchisor and operator of 50 quick service comfort food restaurants, from Centre Partners Management.
• Divestiture of ampliFi loyalty solutions, a leading provider of outsourced, customized loyalty program solutions for middle-market banks and credit unions, to Lightyear Capital LLC.
• Sale of a majority interest in PF Baseline Fitness, a leading franchisee of two dozen Planet Fitness health clubs, to Freeman Spogli & Co.
• Merger of Respiratory Technologies, Inc. (RespirTech), a U.S.-based provider of an innovative airway clearance solution for patients with chronic respiratory conditions, such as chronic obstructive pulmonary disease (COPD) and cystic fibrosis, to Koninklijke Philips N.V. (NYSE: PHG, AEX: PHIA), on behalf of Whitecliff Capital Partners.
• Purchase on behalf of Sentinel Capital Partners of Fazoli’s, a franchisor and operator of several hundred quick service Italian eateries, from Sun Capital Partners.

Practicing General Corporate

My Experience

Within my general corporate work I provide assistance and navigation to start-up entrepreneurs and rapidly growing companies in the areas of entity formation, general corporate services, business counseling assistance and fund raising. It is so gratifying having the opportunity to play a role in someone’s dream and helping them nurture it into a revenue-generating company. It makes every bit of hard work worth it.

Also experienced in

Technology & Intellectual Property Transactions

Securities & Corporate Finance

Private Investment Funds

Honors & Awards

The Best Lawyers in America©

Corporate Law, 2024

Rising Stars

Minnesota Super Lawyers®, 2008-2012, 2015-2017

BTI Client Service All-Stars

2015

Top Lawyers in Minnesota

Minnesota Monthly, 2024

Associations & Memberships

Winthrop & Weinstine, P.A.

Past Chair, Corporate Practice Group
Board of Directors, 2019-2021

Minnesota State Bar Association

Hennepin County Bar Association

American Bar Association

Carlson School of Management

MBA Alumni Ambassador