Kirkland & Ellis may have sated its appetite for M&A work—at least temporarily—by advising on a pair of food-related transactions this week.
On Wednesday, Kirkland said it is advising Ferrara Pan Candy Company Inc.—producer of such iconic treats as Lemonheads, Red Hots, and Atomic Fireballs—in a transaction that will see it combine with Round Lake, Minnesota–based sweets-making competitor Farley’s & Sathers Candy Company from private equity firm Catterton Partners. Farley’s brands include Jujyfruits, Now and Later, and Chuckles.
That transaction came a day after one on which the firm is acting as legal adviser to investment firm Angelo, Gordon & Co. on the company’s $296 million purchase of Japanese-themed restaurant chain operator Benihana. Under the terms of the agreement announced Tuesday, Angelo Gordon will pay $16.30 in cash for each Benihana share in a deal that will take the company private. While the transaction includes a 40-day “go-shop” period that ends in July during which Benihana can entertain alternative offers, it is expected to close before the end of the year.
The Kirkland team advising Angelo Gordon includes Chicago M&A partner Jeffrey Seifman, as well as M&A partner Jeffrey Symons and corporate partner Yi Claire Sheng in New York. D. Forest Wolfe is Angelo Gordon’s general counsel.
For Miami-based Benihana, the deal comes more than two months after the company announced that it was exploring strategic alternatives, including a possible sale. Benihana said at the time that it had hired Hughes Hubbard & Reed to advise on the process, with the firm’s deputy chair, Kenneth Lefkowitz, leading the way along with M&A cochair Ellen Friedenberg. Hughes Hubbard previously advised Benihana when the company explored a possible sale in 2010. Rather than put itself up for sale at the point, the company opted to reclassify its stock into a dual-class structure—a change that was dropped after a recent proxy battle that resulted in the board receiving more voting power through a one-class stock structure.
“The team was basically the same team [on this deal, as in 2010],” Lefkowitz says. “And, obviously, we know the company and the board now much better having worked with them for two years.”
This time around, the Hughes Hubbard team also includes compensation and benefits partner Spencer Harrison, project finance partner Steven Greene, corporate partner Charles Samuelson, tax partner Andrew Braiterman, tax counsel Alexander Anderson, and electronic discovery counsel Ross Lipman.
As for the Wednesday deal that brought together the two candy makers, financial terms were not disclosed, but Catterton Partners will continue to be a majority investor in the combined company. Salvatore Ferrara II, CEO of Forest Park, Illinois–based Ferrara, will head the new company—to be called Ferrara Candy Company.
The Kirkland team advising Ferrara Pan is being led by corporate partners R. Scott Falk and Roger Rhoten, in Chicago. Benefits partner Dean Bachus, as well as competition partners Bilal Sayyed and Jennifer Clarke-Smith, are also involved in the matter.
Information about which outside legal advisers, if any, advised Catterton Partners and Farley’s was not immediately available.