Houston-based food-service company Sysco Corp. turned to Wachtell, Lipton, Rosen & Katz and Arnall, Golden & Gregory for its pending acquisition of US Foods in a deal valued at about $8.2 billion.
Simpson Thacher & Bartlett is advising USF Holding Corp., a portfolio company of Clayton, Dubilier & Rice and Kohlberg Kravis Roberts & Co. that is a majority shareholder of US Foods. Debevoise & Plimpton represents US Foods and Clayton Dubilier.
On Dec. 9, Sysco and US Foods announced an agreement to merge, and their boards of directors have approved. Sysco will pay $3.5 billion for the equity of US Foods—$3 billion in Sysco common stock and $500 million in cash—and also assume or refinance about $4.7 billion in US Foods debt.
Once the transaction is completed, the US Foods equity holders will own about 13 percent of Sysco. The deal is expected to close during the third quarter of 2014, subject to customary closing conditions and regulatory approvals including antitrust approval. The company will be known as Sysco and be based in Houston.
Corporate partners Andrew Brownstein and Benjamin Roth lead the Wachtell team for Sysco. Others are corporate associates Jenna Levine and Marianna Ofosu; antitrust partners Damian Didden and Joseph Larson, and associate Christina Ma; executive compensation and benefits partner David Kahan and associate Michael Schobel; tax partner T. Eiko Stange and associate Tijana Dvornic; and restructuring and finance associates Gregory Pessin, Peter Zuckerman and Neil Chatani.
Arnall Golden, of Atlanta, is providing due diligence, securities, document review and environmental review for Sysco. Partner Adam Skorecki leads the team, along with partners B. Joseph Alley Jr., Scott Shuman, John Spinrad and Sean Fogarty, all of Atlanta.
USF Holding’s Simpson Thacher lawyers, all of New York, include mergers-and-acquisitions partner Marni Lerner and associates Jakob Rendtorff and Isaac Gruber; antitrust partner Joe Tringali and associate Evan Cohen; executive compensation and employee benefits partner Andrea Wahlquist and associates Alina Finkelshteyn and Brittany McCants; tax partner Nancy Mehlman and associates Jacqueline Barbera and Michael Cardella; capital markets partner Joe Kaufman and environmental senior counsel Mike Isby. Also, intellectual property associate Marcela Robledo of Palo Alto is working on the deal.
The Debevoise team for US Foods and Clayton Dubilier, all from New York, includes partners Paul Bird, David Brittenham and Steven Slutzky; counsel Lee Turnier Barnum; senior attorney Christine O’Reilly and associate Emily Zand.
Charley Wilson, vice president corporate communications for Sysco, declined to provide the names of in-house lawyers working on the acquisition