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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

My focus is always on accomplishing your objectives while maximizing long term value. This involves first listening to your goals and truly understanding your business, not simply the legal matters. To be effective, we have to appreciate how your business generates revenue, what are your relevant cost drivers, what makes your business unique and what you are looking to accomplish. As we confront problems together, it is important to me that we not only identify risks but develop common sense and often creative solutions to overcome outstanding obstacles. While many lawyers are great at recognizing problems and becoming immersed in the minutiae, if I can bring sound business judgement to help balance protecting my clients with a constructive and cooperative attitude, I would consider the transaction successful.

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

My 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

• Divestiture of the financial institutions loyalty division, a leading provider of outsourced, customized loyalty program solutions for middle-market banks and credit unions, of Augeo Affinity Marketing to Lightyear Capital LLC for $140 million.
• Sale of U.S.-based VCSEL developer Vixar, Inc. to OSRAM Licht AG, a multinational lighting manufacturer headquartered in Munich, Germany (OSR:GR).
• Sale of NPI Medical, a Connecticut-based company focused on new product introduction and creating complex molded components for medical device and life sciences customers, by Tonka Bay Equity Partners to Westfall Technik, an international group of companies to provide premier manufacturing solutions to the medical and packaging marketplace.
• 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.  
• 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.
• Sale of Teachers On Call, a provider of substitute teacher staffing services for K-12 public, private and charter schools, and early child care centers, to Kelly Services (NASDAQ: KELYA) (NASDAQ: KELYB).
• Acquisition on behalf of MCG Energy Solutions of Paragon Energy Software, a company offering hosted and SaaS-based credit, trading and risk management software (ETRM) to the energy industry.
• Merger of CORWIL Technology, a provider of back-end assembly and test services in Milpitas, CA, focusing on the high-reliability, fast-turn and wafer processing markets for leading medical, military/aerospace and commercial semiconductor companies, with Integra Technologies, on behalf of Tonka Bay Equity Partners.
• Fund formation and equity offerings for Dougherty Real Estate Equity Advisors LLC in connection with the acquisition of hospitality and senior housing assets.
• Sale of the ALARIS Group, Inc., a company specializing in workers’ compensation and disability case management, to Paradigm Outcomes, a provider of complex and catastrophic medical management in the workers’ compensation industry.
• Sale of QDA Solutions, a subsidiary of ASI DATAMYTE, a hosted and SaaS-based software company focusing on quality data analytics in Lubeck, Germany, to Alpina Partners, a private equity group located in London, UK and Munich, Germany.
• Acquisition on behalf of Augeo Affinity Marketing, a leader in consumer and employee engagement and incentive programs, of edo Interactive, a software platform connecting targeted merchant offers to credit and debit cardholders in the United States and Europe.
• 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.

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

• Sale of NPI Medical, a Connecticut-based company focused on new product introduction and creating complex molded components for medical device and life sciences customers, by Tonka Bay Equity Partners to Westfall Technik, an international group of companies to provide premier manufacturing solutions to the medical and packaging marketplace.
• Acquisition on behalf of Sentinel Capital Partners of Captain D’s Seafood Kitchen, a franchisor and operator of over 500 quick service seafood restaurants, and Grandy’s, a franchisor and operator of 50 quick service comfort food restaurants, from Centre Partners Management.  
• 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 CORWIL Technology, a provider of back-end assembly and test services in Milpitas, CA, focusing on the high-reliability, fast-turn and wafer processing markets for leading medical, military/aerospace and commercial semiconductor companies, with Integra Technologies, on behalf of Tonka Bay Equity Partners.
• Fund formation and equity offerings for Dougherty Real Estate Equity Advisors LLC in connection with the acquisition of hospitality and senior housing assets.

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

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