Tyson Foods, one of the U.S.’s largest chicken processors, appears to have bested Pilgrim’s Pride to acquire deli and packaged meat purveyor Hillshire Brands.
Hillshire was the subject of a $6.4 billion takeover bid last month mounted by Pilgrim’s, a unit of Brazilian beef and poultry giant JBS that turned to Cravath, Swaine & Moore for counsel on the offer.
But Tyson, advised by Davis Polk & Wardwell, swooped in shortly after Memorial Day with a $6.8 billion bid for Hillshire, which in mid-May had made a $4.3 billion offer of its own to acquire another company, Pinnacle Foods, according to our previous reports.
On Monday, Hillshire confirmed that it had received a second unilateral offer from Tyson that valued the Chicago-based offshoot of now-defunct consumer goods giant Sara Lee Corp. at $7.7 billion, or $8.55 billion when including debt. At the same time—in a sign that it had accepted defeat in the heated bidding war to gain control of the maker of edibles like Jimmy Dean sausages and Kahn’s hot dogs—Pilgrim’s said it was withdrawing its offer for Hillshire.
All that activity notwithstanding, as of Monday the Hillshire board of directors had yet to make a recommendation to shareholders on whether to accept Tyson’s latest offer.
“The Hillshire [board] has not approved the Tyson Foods offer, has not changed its recommendation regarding the Pinnacle merger and is not making any recommendation with respect to the Tyson offer,” Hillshire said in a press release. “There can be no assurance that any transaction will result from the Tyson Foods offer.”
George “Gar” Bason Jr., global cohead of Davis Polk’s M&A group, is leading a team from the firm advising Tyson on its proposed purchase of Hillshire. He declined to comment on the matter when contacted by The Am Law Daily. Nonetheless, most reports in the mainstream business press regard Hillshire’s approval of a sale to Tyson—which is effectively offering about $1 billion more than Pilgrim’s—as merely a formality.
Other Davis Polk lawyers working on the proposed deal include senior corporate partner Arthur Golden, capital markets cohead Richard Truesdell Jr., corporate partner Marc Williams, finance partner Joseph Hadley, antitrust partner Ronan Harty, executive compensation partner Edmond FitzGerald, tax partner Neil Barr, litigation counsel Scott Luftglass and associates Harold Birnbaum, Derek Dostal and Lee Hochbaum.
Davis Polk is no stranger to major food industry deals. The Am Law Daily named Williams a Dealmaker of the Week in 2012 for his role advising ConAgra Foods on its $6.8 billion acquisition of Ralcorp Holdings. That same year, Davis Polk advised Tyson on a $1 billion senior notes offering. David Van Bebber has served as Tyson’s general counsel since 2008.
JPMorgan Chase and Morgan Stanley are providing bridge financing for Tyson’s proposed acquisition of Hillshire. Weil, Gotshal & Manges banking and finance partner Morgan Bale, capital markets partner Matthew Bloch, M&A partner Raymond Gietz and associates Michael Esposito, Justin Lee, Frank Martire and Peter Puk are advising both big banks on the financing.
Skadden, Arps, Slate, Meagher & Flom, which helped orchestrate the breakup of Sara Lee three years ago, has taken the lead for Hillshire on its dealings with Tyson, Pilgrim’s and Pinnacle. The latter is set to receive a $163 million breakup fee now that the deal with Hillshire has been scuttled. Simpson Thacher & Bartlett has been advising Parsippany, N.J.-based Pinnacle, which is owned by longtime Simpson private equity client The Blackstone Group.
Rodd Schreiber, head of Skadden’s corporate practice in Chicago, is leading a team from the firm advising Hillshire. Other Skadden lawyers working on the matter include corporate partners Michael Civale and Gregg Noel, banking partner Seth Jacobson, North American antitrust head Clifford Aronson, employee benefits partner Joseph Yaffe, environmental and climate change head Don Frost Jr., tax expert and global regulatory head David Rievman and IP partners Bruce Goldner and Kenneth Plevan.
Kent Magill, a former in-house legal chief at Hostess Brands who spoke last year with sibling publication The National Law Journal about some of the outside firms he likes to hire, is Hillshire’s general counsel. Hillshire assistant general counsel Alison Rhoten is a former Skadden counsel in Chicago.
The Am Law Daily reported in early May on Skadden’s role advising Dutch coffee giant D.E Master Blenders 1753 on the formation of a $5 billion joint venture with Mondelez International, another spinoff from Sara Lee.