Weil, Kirkland Lead on American Securities' Emerald Buy

Weil, Kirkland Lead on American Securities'  Emerald Buy Photo by Ruth Black Emerald Performance Materials manufacture chemicals for food and industry.

American Securities continued its mini-buying spree Thursday by joining forces with the current management team at Emerald Performance Materials to acquire the chemical company from an affiliate of fellow private equity firm Sun Capital Partners.

While the purchase price was not disclosed, Reuters, citing an anonymous source, pegged it at more than $1 billion. The transaction is expected to close in the third quarter of this year subject to regulatory and other approvals, according to an Emerald Performance Materials press release.

Emerald makes and markets a variety of specialty chemicals in the form of flavors, fragrances and adhesives used by the food and beverage, household goods, cosmetics, automotive and aerospace industries. The company—which Boca Raton, Fla.-based Sun Capital created by combining other chemical manufacturers it acquired from Lubrizol in 2006—operates eight plants and employs 750 people.

In an American Securities press release announcing the deal, Scott Wolff, the private equity firm’s managing director, said, “We believe Emerald offers attractive growth opportunities, defensible market positions and a diverse portfolio of high-quality businesses.”

In a statement of her own included in the same release, Emerald president and chief financial officer Candace Wagner said, “We are excited to partner with American Securities as we look to innovate and produce the highest-quality products available in the markets we serve, strengthen our operating focus and explore other initiatives to further expand our businesses.”

American Securities has turned to Weil, Gotshal & Manges as its outside counsel on the deal, while Emerald and Sun Capital are relying on a team of attorneys from Kirkland & Ellis.

The Weil team advising American Securities includes corporate partner Michael Lubowitz, tax partner Mark Schwed, financing partner Allison Liff, employee benefits partner Paul Wessel, labor counsel Lawrence Baer, technology and IP transactions partner Charan Sandhu, insurance partner Joseph Verdesca and real estate counsel Elliott Ganchrow, all of whom are based in New York. Antitrust partner Laura Wilkinson and environmental partner Annemargaret Connolly from the firm’s Washington, D.C., office are also playing roles in the matter.

The Weil associates working on the deal are Dennis Adams, Brandon Cherry, Christina DeVuono, Adam Dilluvio, Joshua Gelfand, Gabriel Gershowitz, Brian Hamano, Young Lee, Rosemary Morgan, Anne Catherine Podolsky, Ryan Taylor, Adam Templeton and Valerie Wicks, all of whom are based in New York (Adams, Dilluvio and Templeton are not yet admitted to practice). Rounding out the firm’s team are Washington, D.C.-based associates Alexis Brown-Reilly, Thomas Goslin and Timothy Welch, and London-based associate Neil Rigby.

American Securities’ acquisition of Emerald is the second billion-dollar deal this week on which Weil has advised the private equity firm. On Monday, as The Am Law Daily has previously reported, American Securities announced that it had agreed to acquire cast metal and machine parts maker Grede Holdings.

The Chicago-based Kirkland team representing Emerald is being led by Chicago-based corporate partners Douglas Gessner and Jeremy Liss, and also includes associates Matthew Arenson and Elizabeth Morales. Kirkland is a longtime legal adviser to Sun Capital and its portfolio companies. The firm represented the private equity firm and Emerald in connection with their acquisition of Dutch-based DSM Special Products, a maker of benzoic acid, sodium benzoate and benzyl alcohol, in 2010 for an undisclosed sum, according to the law firm’s website.

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