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Unilever is selling off its pasta sauce business for $2.15 billion, the proceeds of which the consumer goods giant will use to repurchase share rights held by family trusts of a company cofounder.
Japanese food manufacturer Mizkan Group has agreed to buy the Bertolli and Ragu brands—the latter of which is the top-selling pasta sauce in the U.S.—from the Anglo-Dutch food conglomerate in order to increase its presence in North America.
Mark Greene, head of the international practice and chair of the business development group at Cravath, Swaine & Moore, is leading a team from the firm advising longtime client Unilever on the deal, which includes the sale of a sauce processing and packaging facility in Owensboro, Ky., and a tomato processing facility in Stockton, Calif. Unilever expects the deal to close by the end of June.
Other Cravath lawyers working on the matter include executive compensation partner Eric Hilfers, tax partner Michael Schler, environmental partner Matthew Morreale, antitrust partner Christine Varney, senior real estate attorney John Gerhard, employee benefits practice area attorney M.C. Tania Balthazaar, IP attorney Anthony Magistrale and associates Aaron Gruber, Keith Hallam, Rachel Kiwi, Daniel Satin, Margaret Segall D’Amico, Stephen Severo and Peter Wehner. (Varney, a former head of antitrust at the Justice Department, joined Cravath in 2011.)
David Schwartz, associate general counsel for corporate and transactions at Unilever, is leading an in-house team working on the deal. Last year London-based Unilever’s top in-house legal roles were split in two as Tonia Lovell was named group legal secretary and Rita Sotamaa appointed to replace her as chief legal officer.
In March, U.K. publication The Lawyer reported that Unilever had launched its first-ever review of its outside legal advisers, whose other key relationship firms include Baker & McKenzie, Mayer Brown and Slaughter and May.
The latter Magic Circle firm is currently advising Unilever on a $1.2 billion plan to streamline its share structure by acquiring share rights controlled by family trusts of late English industrialist William Hesketh Lever, who held the title 1st Viscount Leverhulme.
Slaughter and May has enjoyed a longtime referral relationship with Cravath—as well as several other top Wall Street firms—and Unilever has kept both busy in recent years.
Cravath took the lead for Unilever last year on the $580 million sale of its Wish-Bone salad dressing unit to Pinnacle Foods and $700 million sale of its Skippy peanut butter business to Hormel Foods. Cravath also handled Unilever’s $265 million sale of its North American frozen meals business in 2012, $940 million sale of its Sanex personal care unit in 2011, the $3.7 billion buy of hair products company Alberto Culver in 2010—a deal that was completed a year later—the $411.5 million buy of hair products firm TIGI in 2009 and $1.45 billion sale of its laundry brands business in 2008.
As for Tokyo-based Mizkan, the condiment manufacturer is relying on an outside legal team led by Japan’s Mori Hamada & Matsumoto and Shearman & Sterling to consummate its consumption of Unilever’s Bertolli and Ragu brands.
Kenneth Lebrun, an M&A partner in Shearman’s Tokyo office, is leading a team from the firm working on the deal that includes antitrust partner Jessica Delbaum, executive compensation partner John Cannon, real estate partner Lisa Brill, IP transactions cochair Samuel Waxman and partner Laurence Crouch, environmental head and counsel Jeffrey Salinger, employee benefits counsel Sharon Lippett, real estate counsel Robert Fagiola, tax counsel Eileen O’Pray and associates Nader Dabbo, Kelly Karapetyan, Ted Lamm, Jack Mellyn, Raleigh Morgan, Laura Mulry, Yohei Nakagawa, Regina Park, Nathaniel Rowe, Joe Sasanuma, Zach Shub-Essig, Gary Tashjian and Matthew Wochok.
Mizkan, which helped transform sushi into a global phenomenon, previously turned to British firm Ashurst for counsel two years ago on its $148.7 million acquisition of Branston Pickle from the U.K.’s Premier Foods.