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Doubting Thomases who think there’s no work to be done bringing buyers and sellers together may want to consider what just happened to the maker of Thomas’ English muffins. In mid-February the baking operations of Bestfoods, a subsidiary of London’s Unilever, fetched top dollar after a four-month auction that drew more than a dozen suitors. “When something desirable’s on the auction block, it’s going to move,” says Mark Greene, a partner at Cravath, Swaine & Moore, Unilever’s outside counsel on the transaction. And hot it was. Unilever raked in $1.765 billion from the winning bidder, George Weston Limited, a Canadian food distribution and processing mainstay whose previous U.S. properties were limited (Girl Scout cookies among them). According to Greene, analysts had predicted Bestfoods’s baking division would pull in a more modest $1.4�1.5 billion. Securing this heftier bid was due in no small part to the handiwork of Greene and the team at Cravath, which has had a decades-long relationship with Unilever. The lawyers structured the auction so that the number of candidates and offers was whittled down in discrete stages, until a winner emerged. Soon after acquiring Bestfoods in October for $20.3 billion, Unilever announced that it would shed its subsidiary’s baking operations. In December an initial round of about 15 suitors was cut in half, and Cravath instructed the remaining contenders (which included Sara Lee Corporation and The Earthgrains Company) to submit their final bids and marked-up contracts by February 12. That Monday night Greene and his team evaluated the highest bid by creating an issues list, so that their business counterparts could judge the top offer on risk allocation and certainty of completion as well as by dollars and cents. After more bids trickled in Tuesday, the Cravath attorneys followed the same drill to pick that day’s best offer. “We thought it was a two-horse race,” says Greene, but then a bidder whose initial numbers did not make the Monday or Tuesday cuts sweetened its offer on Wednesday. “This bid was now in the top three in terms of price, so we did a detailed analysis of their contract Wednesday night,” he says. Greene and his colleagues narrowed the choice to the top two bidders again (he declines to identify any of the finalists besides George Weston, which was represented by Mayer, Brown & Platt). On Thursday, Cravath presented both with a list of the 20 or so most significant problems in their respective contracts, and gave each would-be acquirer a few hours to decide if it could clear up these issues and seal the deal. “Creating an atmosphere of competition for the bidders, and knocking out a number of significant issues, was critical,” says Greene. He adds that this was more efficient than calling in both parties for meetings at the firm, because the top Unilever/Bestfoods brass couldn’t be in two different conference rooms at the same time anyway. And, notes Greene, “With the phone, we had the benefit of distance.” The process worked. Cravath succeeded in substantially ridding each contract of its most important problems. At that point, Unilever could simply choose the better price — George Weston’s. Some 35 finer negotiating points kept Greene and company busily ironing out the deal until an agreement was signed Sunday night. And with that, Greene’s team pulled a perfect deal out of the oven. Thomas’ English muffins: 1. Doubting Thomases: 0.

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