Update, 8/14/13 2 p.m. EDT: The last paragraph of this story has been revised to include the name of the Munger, Tolles & Olson attorney working on this transaction.
Dole Food Company's chief executive is looking to take the fruit and vegetable producer private again through an agreement with its board of directors to buy the remaining 60 percent of Dole he does not already own in a deal worth $1.6 billion, including debt.
Billionaire David Murdock, an avid health nut who once told The New York Times that he wanted to live until 125, has a long history with the Westlake Village, California-based company. The relationship dates back to 1985, when Murdock purchased Dole’s founder, Los Angeles-based Castle & Cooke. He subsequently increased his stake in Dole when he took the company private in 2003. Dole became public again in 2009.
Now the 90-year old Murdock wants the company to go back to being private. He originally proposed purchasing the 60 percent stake of Dole on June 10 for $12 a share, a 17.6 percent premium over the company’s closing price immediately before his bid. But Dole’s board of directors, which formed a special committee following the June 10 offer, sought a higher bid of $13.50 a share, a 32.4 percent premium.
Murdock ultimately bumped up his own bid to meet the board’s demands. The deal, which has already received the special committee’s unanimous approval, must still clear a 30-day “go-shop” period before it can be presented to shareholders for a vote. The deal is expected to close by the fourth quarter of this year.
Paul Hastings is representing Murdock with a deal team that is led by corporate partner Peter Tennyson, and also includes finance partner Michael Chernick, antitrust partner Michael Cohen, corporate partner Claudia Simon and of counsel Lindsay Sparks.
Tennyson says he does not expect any other bidders to emerge during the go-shop period. “Murdock believes the company was shopped very heavily in 2011 and 2012, and anybody who had any interest has already had a lot of time to think and to make their thoughts known,” he says.
Paul Hastings worked with Murdock when he originally took Dole private in 2003. It also advised Dole in a $650 million financing associated with a new credit facility in April, and represented Castle & Cooke in July 2012 in the sale of one of its subsidiaries, Castle & Cook Cold Storage, to warehouse and logistics company Lineage Logistics (the financial terms of that transaction were not disclosed).
Dole is being represented in the current deal with Murdock by Gibson, Dunn & Crutcher, whose team is led by corporate partner Jonathan Layne. The team also includes tax partner Hatef Behnia, corporate partner Andrew Cheng, tax partner Sean Feller, and corporate partner Peter Wardle, with assistance from corporate associate Daniela Stolman.
Gibson Dunn advised Dole in the sale of its global packaged foods and Asian produce business to the Japanese domestic and international trading company ITOCHU Corp. for $1.69 billion in April.
Sullivan & Cromwell is representing the special committee of Dole’s board of directors with a team that includes corporate partner Pat Brown, tax partner Ron Creamer, financing partners John Estes and Erik Lindauer, corporate special counsel Lisa Murison, tax special counsel David Passey, corporate partner Alison Ressler, and executive compensation and benefits partner Marc Trevino. The S&C associates working on the matter are Jason Anderson and Scott Campbell advising on corporate matters, and Collette Shin and David Teigman advising on executive compensation and benefits.
Munger, Tolles & Olson corporate partner Robert Knauss is representing Lazard in its capacity as financial adviser to the special committee. Deutsche Bank Securities is acting as financial adviser to Murdock. Information about Deutsche Bank's legal counsel was not immediately available.