Pinnacle Foods Duncan Hines brand cake mix sits on display for sale at a supermarket. (Daniel Acker/Getty)
Only a few days after Skadden, Arps, Slate, Meagher & Flom clinched a key role counseling Mondelez International on its formation of a $5 billion coffee joint venture, the firm has also snagged the lead role representing Hillshire Brands on its $6.6 billion acquisition of Pinnacle Foods.
Hillshire and Mondelez are the two successors to Sara Lee Corp., the suburban Chicago-based consumer goods giant that broke up in 2011. Rodd Schreiber, head of the corporate practice at Skadden in Chicago, took the lead for Sara Lee in the breakup, according to our previous reports, with its coffee and tea unit becoming Mondelez and its former food business turning into Hillshire.
Now Schreiber is heading a Skadden team advising Chicago-based Hillshire on its proposed $4.3 billion cash-and-stock purchase of Pinnacle, owner of brands like Birds Eye and Duncan Hines. The deal includes about $2.3 billion in long-term debt. Schreiber was out of the office and unavailable for comment about the deal, which both companies expect to close by September of this year, pending certain shareholder and regulatory approvals.
Other Skadden lawyers working on the transaction include corporate partners Michael Civale and Gregg Noel, banking partner Seth Jacobson, North American antitrust head Clifford Aronson, West Coast employee benefits head Joseph Yaffe, environmental and climate change head Don Frost Jr., IP partners Bruce Goldner and Kenneth Plevan and tax expert and global regulatory head David Rievman. (Goldner leads Skadden’s New York office and coheads the firm’s IP and technology group.)
Kent Magill, a former in-house legal chief at Hostess Brands who left the bakery company after it filed for bankruptcy a second time to join Stinson Morrison Hecker as of counsel in early 2012, currently serves as Hillshire’s general counsel. Magill and Hillshire assistant general counsel Alison Rhoten—a former Skadden counsel who spent nearly a decade in the firm’s Chicago office until leaving in 2011—are leading an in-house team working on the Pinnacle transaction.
Magill told sibling publication The National Law Journal last year that he brought some of Sara Lee’s longtime outside firms, such as Kirkland & Ellis, Sidley Austin and Skadden, with him to handle corporate work at Hillshire. U.S. Senate lobbying records show that Hillshire has also paid $1.15 million to Dentons since 2010 to advise on health and wellness and food safety issues.
Last month Hillshire turned to Magill’s former firm Stinson Leonard Street—its new name following the merger last year between Stinson and Minneapolis-based Leonard, Street and Deinard—for counsel on its $165 million acquisition of Van’s Natural Foods.
As for Pinnacle, the Parsippany, N.J.–based company has tapped Simpson Thacher & Bartlett for counsel on its proposed acquisition by Hillshire. Simpson advised longtime private equity client The Blackstone Group on its $2.2 billion acquisition of Pinnacle in 2007.
Blackstone currently owns 51 percent of Pinnacle after taking its portfolio company public last year. The $580 million initial public offering for Pinnacle yielded $2.3 million in legal fees and expenses for Simpson and lead underwriters counsel Latham & Watkins, according to our previous reports.
Simpson M&A partner Daniel Clivner—managing partner of the firm’s Los Angeles office—is currently advising Pinnacle on its sale to Hillshire along with employee benefits partner Gregory Grogan, capital markets partner Richard Fenyes, banking and credit partner Alden Millard, tax partner Gary Mandel, counsel Justin Hoffman and associates Mimi Cheng, Jennifer Pepin, Robert Smith and Justin Yi.
M. Kelley Maggs serves as general counsel for Pinnacle, while John Kroeger is the deputy general counsel for the company, which turned to Simpson for counsel last summer on its $580 million acquisition of the Wish-Bone salad dressing unit of Dutch consumer goods giant Unilever. Simpson also advised Pinnacle on its $1.3 billion buy of Birds Eye Foods in 2009, according to our previous reports.
Pinnacle’s other brands include Celeste frozen pizzas, Lender’s bagels, Log Cabin syrups, Mrs. Butterworth’s pancake mix, Van de Kamp’s frozen fish and Vlasic’s pickles, which will allow Hillshire to move beyond its traditional meat product offerings like Jimmy Dean sausages and Kahn’s hot dogs. The new company will do business under the Hillshire name.
Jane Goldstein, cohead of the M&A group at Ropes & Gray in New York, and associates Xinghua “Owen” Wang and Darryl Hazelwood are advising Goldman Sachs in its role as financial adviser to Hillshire on the transaction.