Dealmaker of the Week: Jones Day's Robert Profusek

Dealmaker of the Week: Jones Day's Robert Profusek Bob Profusek

DEALMAKER

Robert Profusek, 64, a partner in the New York office of Jones Day and the global head of the firm’s M&A practice.

THE CLIENT

Procter & Gamble, the Cincinnati-based household products giant.

THE DEAL

P&G has agreed to sell its pet food business—which features the Iams, Eukanuba and Natura brands—to Mars Incorporated for $2.9 billion.

THE DETAILS

Announced Wednesday, the deal calls for Mars to pay $2.9 billion in cash for the pet food unit, which it plans to fold into its existing Mars Petcare business. The sale is expected to be completed in the second half of the year, pending regulatory approval. Not included in the transaction: P&G’s European pet food business, which the company says it plans to sell at a later date.

Profusek and fellow M&A partner Peter Izanec led the Jones Day team advising P&G on the transaction, while Skadden, Arps, Slate, Meagher & Flom and Freshfields Bruckhaus Deringer are advising Mars. McDermott Will & Emery is advising Mars on antitrust aspects of the deal.

THE BIG PICTURE

P&G is selling the unit as part of a push aimed at divesting the company’s noncore holdings while sharpening its focus on personal grooming and health care products and other household items.

P&G’s exit from the pet food sector comes as other companies move to take advantage of what they see as a growing market. Last year, for instance, animal health company Zoetis raised $2.2 billion in an initial public offering initiated by its parent company, pharmaceutical giant Pfizer, which later spun off the remaining 80 percent stake in Zoetis to shareholders last May. On the same day Pfizer announced the Zoetis spinoff, Del Monte Foods bolstered a pet food portfolio that already included the Kibbles ‘n Bits dog food and Meow Mix cat food brands by acquiring Natural Balance Pet Foods. Several months later, Del Monte announced that it was shedding its canned fruits and vegetables business to further increase its presence in the U.S. pet food market.

THE BACKSTORY

Jones Day became one of P&G’s go-to choices for outside counsel nearly a decade ago when the company winnowed its list of legal providers via a beauty contest. Profusek, who was among the attorneys who made Jones Day’s pitch at the time, says the firm’s M&A relationship with P&G really began in about 2005. Since then, Jones Day has advised the company on most of its major transactions, including the sale of Folger Coffee Company to The J.M. Smucker Company for $3.3 billion in 2008 and the sale of the Pringles snacks unit to Kellogg Co. for $2.7 billion in 2012. The firm also took the lead outside counsel role for P&G on its over-the-counter drug joint venture with Teva Pharmaceuticals in 2012.

The success of Jones Day’s relationship with P&G has been shaped in large part by its close working relationship with an in-house legal team headed by chief legal officer Deborah Majoras, an ex–Jones Day antitrust partner and former Federal Trade Commission chair. Profusek also has high praise for associate general counsel Joseph Stegbauer and his “very sophisticated” in-house transactional team. Profusek says that he, Izanec and Jones Day M&A partner Andrew Levine and their P&G counterparts effectively operate as a single unified entity when it comes time to negotiate a deal.

“They don’t hand the work off to us,” Profusek says. “We work really, totally on an integrated basis with their team.”

The bond between firm and client was further bolstered when Izanec—in a rare move by an Am Law partner—spent nearly a year seconded with P&G’s in-house M&A team in 2012. The stint, Profusek says, introduced a degree of familiarity that is “part of what makes this a very seamless relationship.”

ON CLOSING

The two months leading up to the signing of the agreement this week were filled with complex negotiations that included a roughly three-week slog of almost daily meetings in March. But, Profusek says, Jones Day’s work on the matter actually began several months before the talks with Mars began in earnest when the firm’s lawyers and their in-house colleagues took the first steps in the arduous process of carving out a major P&G asset with global operations.

To Profusek, asset sales like the one P&G announced this week are far more difficult to complete than deals in which an entire company changes hands. That’s because, as a rule, the units being shed are intricately intertwined with their parent companies’ broader operations, he says.

“Very few companies allow their subsidiaries to be independent,” Profusek says. In the case of P&G’s pet food business, that meant separating the unit from, among other things, P&G’s IP, legal and financial support services.

There were also myriad transitional arrangements that had to be made to ensure that Mars received a working entity—almost like keeping a donated human organ functioning before transplanting it into a waiting recipient—while also giving the buyer access to certain critical information to help smooth that transition. “We had to make sure we had what we needed in terms of IP rights and supply arrangements and all of that sort of stuff so that the divestiture could take place,” Profusek says.

In addition to carving the pet food business out from P&G in general, the attorneys also had to isolate the unit’s European operations so they can eventually be sold to another buyer as a separate business. One upside, Profusek says, is that some of the work already done for the Mars deal should give P&G a head start on divesting the European business. “We thought about this in advance,” he says, “so it won’t be like starting from square one.”

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