At least seven firms are helping Safeway check out of Canada, with one of North America’s largest food retailers reaching a $5.7 billion cash deal to sell its north-of-the-border unit to Sobeys, a subsidiary of Canadian grocery chain Empire Company.
Latham & Watkins is advising longtime client Safeway on the transaction. The firm has handled a number of high-profile deals involving Pleasanton, California–based Safeway over the years, such as its $5.5 billion sale to buyout shop KKR in 1986, several major debt financings, and $1.6 billion purchase of a controlling stake in The Vons Companies in 1996.
The Am Law Daily reported earlier this year on Latham’s role representing Safeway-owned gift card business Blackhawk Network Holdings on an initial public offering that raised $230 million and yielded nearly $1.7 million in legal fees and expenses, according to securities filings.
Scott Haber, chair of the corporate practice in Latham’s San Francisco office, and Chicago corporate practice chair Thomas Keim Jr. are leading a team from the firm currently advising Safeway on the sale of its Canadian operations. Other Latham lawyers working on the matter include corporate of counsel Barry Bryer, tax partner John Clair, IP partner Roxanne Christ, IP counsel David Kuiper, employee benefits counsel Scott Thompson, and associates Vasily Ledenev, Gaith Mahmood, Lauren Murphey, and Daniel Rawner.
Former Latham partner Michael Ross—a law school lecturer now affiliated with legal consultancy Altman Weil—retired as Safeway’s general counsel in 2000. He was succeeded by Robert Gordon, who has held the role as the company’s in-house legal chief since that time, although he made headlines last year for an ill-advised joke referring to Hillary Clinton and Nancy Pelosi during an annual shareholders meeting, according to sibling publication Corporate Counsel. Former Latham litigation and labor partner Kenneth Oder is an independent member of Safeway’s board of directors.
Blake, Cassels & Graydon corporate partners Jeffrey Lloyd and David Kruse, finance partner Michael Matheson, tax head Jeffrey Trossman, IP partner Gary Daniel, and real estate partner Silvana D’Alimonte are providing Canadian deal counsel to Safeway on the current transaction, while Bennett Jones competition cochairs Melanie Aitken and Randal Hughes and partner Adam Kalbfleisch are serving as Canadian antitrust counsel to the company. (The Am Law Daily reported earlier this year on Bennett Jones’s hire of Aitken for an office opening in Washington, D.C., following her three-year stint as head of Canada’s Competition Bureau.)
Safeway’s longtime outside antitrust lawyer, Richard Weisberg, who has his own practice in Bala Cynwyd, Pennsylvania, is also working on the matter.
Alston & Bird, Jackson Lewis, and Miller & Chevalier are Safeway’s lead lobbyists in Washington, D.C., with the first two firms receiving $120,000 collectively through the first quarter of this year for work on health care and tax reform issues, food safety legislation, and federal budget matters, according to filings made by both firms with the U.S. Senate. Alston & Bird also received $360,000 from Safeway in 2012, while Jackson Lewis and Miller & Chevalier received $10,000 apiece.
Stellarton, Nova Scotia–based Empire is being advised on its purchase of Safeway’s Canadian unit by a team of lawyers from Sullivan & Cromwell and Canadian firms Stewart McKelvey and Stikeman Elliott. Empire’s Sobeys subsidiary is the second-largest grocery chain in Canada behind Loblaw, and the acquisition of Safeway’s Canadian properties will make it western Canada’s largest food retailer.
M&A partner Alexandra Korry, corporate partner Donald Crawshaw, tax partners Ronald Creamer Jr. and Davis Wang, and associates Ari Blaut and Guy Inbar make up the S&C team serving as cocounsel to Empire, along with Halifax-based Stewart McKelvey. (Former S&C associate Jason Tyler also worked on the matter, according to the firm.)
Empire’s Sobeys unit is being advised on the Safeway deal by a Stikeman team led by antitrust and foreign investment practice head Paul Collins, national real estate cochair Greg Plater, real estate partner Ross MacDonald, and associates Catherine Grygar, Michael Kilby, Michael Laskey, and Bruce Woolley. (MacDonald is the managing partner of Stikeman’s Vancouver office and played a key role in the city’s staging of the 2010 Winter Olympic Games.)
The deal is expected to close later this year, pending the approval of Canadian regulators.