UPDATE: 5/12/14, 11:05 a.m. EDT. The names of the lawyers from Sutherland and Arnold & Porter also advising Mondelez, along with the company’s in-house legal team, have been added to the seventh paragraph of this story.
Two global legal giants are raising their mugs to the formation of a $5 billion coffee joint venture between Mondelez International and rival D.E Master Blenders 1753 that hopes to challenge market leader Nestle.
Skadden, Arps, Slate, Meagher & Flom has taken the lead on the deal for Master Blenders, a onetime Sara Lee Corp. spinoff now controlled by Germany’s Joh. A. Benckiser Group, the investment arm of the country’s dynastic Reimann family. M&A partners Sean Doyle and Paul Schnell are leading a New York–based Skadden team advising JAB and Master Blenders that also includes banking partners Robert Copen, Mark Darley and Steven Messina, IP and technology partner Jose Esteves and associate Maxim Mayer-Cesiano.
JAB tapped Skadden for counsel last year in connection with its $9.8 billion acquisition of Master Blenders, according to our previous reports. The Amsterdam-based company was formed through the 2011 breakup of consumer goods giant Sara Lee into Hillshire Brands—a Chicago-based food company—and Master Blenders, the international beverage business that retained ownership of the Douwe Egberts coffee brand. Skadden had long represented Sara Lee, according to our previous reports.
As it happens, Skadden has also done work for Mondelez, owner of cookie brands like Oreo and Chips Ahoy. The firm advised a subsidiary of the Deerfield, Ill.–based company late last year on the sale of its SnackWell’s cookie and snack brand to private equity firm Brynwood Partners for an undisclosed sum.
Formerly known as Kraft Foods, Mondelez will now receive roughly $5 billion in cash from Master Blenders in exchange for a 49 percent stake in a new coffee joint venture to be called Jacobs Douwe Egberts. JAB will own the balance of the company, which will have $7 billion in revenue and be based in the Netherlands and run by Master Blenders management.
Clifford Chance, which advised Mondelez last year on the formation of a joint venture in Saudi Arabia, is taking the lead for the company on the deal with JAB. Corporate partners Sarah Jones in New York—an Am Law Dealmaker of the Week in 2010 as a result of her role advising Kraft on its $19.7 billion takeover of Cadbury—and Robert Crothers, labor and employment partner Imogen Clark and IP partner Vanessa Marsland are leading a London-based team from the Magic Circle firm working on the matter.
Sutherland Asbill & Brennan tax partners J. Randall Buchanan and Clifford Muller are also advising Mondelez, along with Arnold & Porter antitrust partners Tim Frazer and Susan Hinchliffe. Mondelez general counsel Gerhard Pleuhs is leading an in-house team working on the deal that includes vice president and chief counsel Bernd Dreymueller, Reinhard Puchta, Cathy Heeley and Jonas Bruzas, chief global trademarks counsel Melissa Harrup, chief global patents counsel Matthew Golden, vice president and corporate secretary Carol Ward and chief counsel for securities and assistant corporate secretary Jenny Lauth.
Pleuhs succeeded Marc Firestone as Mondelez’s in-house legal chief in early 2012. Firestone, who returned to former employer Philip Morris International to become its general counsel that year, is one of two former Kraft employees who suggested changing the company’s name to Mondelez two years ago.
Firestone also has another important Mondelez legacy. He selected Robins, Kaplan, Miller & Ciresi to handle an arbitration dispute with leading coffee retailer Starbucks over the latter’s 2010 breach of an agreement to sell packaged coffee in supermarkets through 2014. A Chicago arbitrator handed Mondelez a whopping $2.75 billion arbitration award in November that Starbucks subsequently agreed to pay.
The ruling netted Robins Kaplan name partner Michael Ciresi Am Law Litigator of the Week honors—and presumably a sizable contingency fee—for his firm’s work in the case. Morgan, Lewis & Bockius also represented Mondelez in the litigation, according to our previous reports.
Mondelez, which saw activist investor Nelson Peltz join its board earlier this year, hopes to close on its new coffee venture with Master Blenders sometime in 2015, pending certain regulatory approvals.