Skadden, Clifford Chance Advise on $5 Billion Coffee Deal

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, both in New York, are leading a 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. All are in New York but Darley, who is in London.

Skadden had long represented Sara Lee and has also done work for Mondelez, owner of cookie brands like Oreo and Chips Ahoy.

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 is taking the lead for Mondelez. Corporate partners Sarah Jones and Robert Crothers, labor are leading a team that includes employment partner Imogen Clark and IP partner Vanessa Marsland. All are in London but Jones, who is in New York.

Sutherland Asbill & Brennan tax partners J. Randall Buchanan and Clifford Muller, both in Washington, D.C., are also advising Mondelez. They are joined by Arnold & Porter antitrust partners Tim Frazer and Susan Hinchliffe, both in London.

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.

Skadden, Simpson Thacher Advise on $6.6 Billion Pinnacle Foods Deal

In a second deal involving Hillshire Brands, Skadden, Arps, Slate, Meagher & Flom has snagged the lead role representing it on a $6.6 billion acquisition of Pinnacle Foods. The new company will do business under the Hillshire name.

Hillshire and Mondelez are the two successors to Sara Lee Corp., the suburban Chicago-based consumer goods giant that broke up in 2011. Its former coffee and tea unit became Mondelez, and its former food business turned into Hillshire.

Hillshire will pay $4.3 billion in cash and stock for Pinnacle, owner of brands like Birds Eye and Duncan Hines. The deal also includes about $2.3 billion in long-term debt. Both companies expect the transaction to close by September of this year, pending certain shareholder and regulatory approvals.

Pinnacle’s other brands include Celeste frozen pizzas, Lender’s bagels, Log Cabin syrups, Mrs. Butterworth’s pancake mix, Van de Kamp’s frozen fish and Vlasic’s pickles, which will allow Hillshire to move beyond its traditional meat product offerings like Jimmy Dean sausages and Kahn’s hot dogs.

Rodd Schreiber, head of the corporate practice at Skadden in Chicago, is heading Skadden’s team advising Hillshire. Skadden lawyers in New York are corporate partner Michael Civale, North American antitrust head Clifford Aronson, IP partners Bruce Goldner and Kenneth Plevan, and tax expert and global regulatory head David Rievman. Goldner leads Skadden’s New York office and coheads the firm’s IP and technology group. Additional lawyers in Chicago, Washington and Palo Alto are corporate partner Gregg Noel, banking partner Seth Jacobson, West Coast employee benefits head Joseph Yaffe, environmental and climate change head Don Frost Jr.

Kent Magill serves as Hillshire’s general counsel, while Alison Rhoten is assistant general counsel.

Pinnacle, which is based in Parsippany, N.J., has tapped Simpson Thacher & Bartlett. New York lawyers are employee benefits partner Gregory Grogan, capital markets partner Richard Fenyes, banking and credit partner Alden Millard, tax partner Gary Mandel and associate Jennifer Pepin. Additional partners in Los Angeles and Houston are M&A partner Daniel Clivner, counsel Justin Hoffman, and associates Mimi Cheng,Robert Smith and Justin Yi.

M. Kelley Maggs serves as general counsel for Pinnacle. John Kroeger is the deputy general counsel.

Jane Goldstein, cohead of the M&A group at Ropes & Gray in New York, and associates Xinghua “Owen” Wang and Darryl Hazelwood are advising Goldman Sachs in its role as financial adviser to Hillshire on the transaction.