Wachtell, Lipton, Rosen & Katz is representing Univar Inc. on its pending $2 billion buy of smaller rival Nexeo Solutions Inc., which has turned to Weil, Gotshal & Manges for outside counsel on the matter.

Vinson & Elkins is advising buyout firm TPG Capital, a Nexeo stockholder, on the transaction. Univar, based in Downers Grove, Illinois, and The Woodlands-based Nexeo announced an agreement on Sept. 17 calling for Univar to acquire Nexeo in a cash-and-stock deal valued at about $2 billion, including the assumption of Nexeo’s debt and other obligations.

The deal has been approved unanimously by the boards of directors for both companies and is expected to close during the first half of 2019, pending shareholder and regulatory approvals. Univar is a global chemical and ingredient distributor, while Nexeo is a global chemicals and plastics distributor.

At Wachtell, New York-based corporate partners Andrew Brownstein and John Robinson took the lead for Univar on the deal. Other Wachtell lawyers working on the matter include antitrust partner Nelson Fitts, executive compensation and benefits partner Adam Shapiro, finance partner Gregory Pessin and tax partner Tijana Dvornic. Paul Collins, head of the antitrust practice at leading Canadian firm Stikeman Elliott, is also advising Univar on Canadian competition matters, along with associates Michael Laskey and Michael Rosenstock.

Jeffrey Carr serves as general counsel for Univar, whose in-house legal department was profiled by The American Lawyer earlier this year for its efforts in finding new ways to handle outside legal work. Cleary Gottlieb Steen & Hamilton corporate partners Ethan Klingsberg and James Langston are working with associate Eliot Yu in representing The Goldman Sachs Group Inc. in its role as financial adviser to Univar on the deal.

Weil corporate department chair Michael Aiello, currently in the spotlight for his role advising CBS Corp., is leading a team from the firm counseling Nexeo. Other Weil lawyers working on the deal for the company include M&A partner Sachin Kohli; antitrust partners Jeffrey Perry and Laura Wilkinson; tax partner Kenneth Heitner; executive compensation and benefits partner Paul Wessel; banking and finance partner Benton Lewis; capital markets partner Michael Hickey; environmental partner Annemargaret Connolly; technology and IP transactions partner Michael Epstein and real estate partner Michael Bond.

Michael Farnell, a former Weil attorney and TPG in-house lawyer, serves as chief administrative officer for Nexeo. The Vinson & Elkins team for TPG is being led by Houston-based M&A partners Lande Spottswood and Sarah Morgan, with assistance from tax partner Lina Dimachkieh and associate Jessica Lewis, both of whom are also advising on the transaction from Houston.

Keurig Dr Pepper’s Purchase of CORE Nutrition

Skadden, Arps, Slate, Meagher & Flom is representing Keurig Dr Pepper Inc. (KDP) on its pending $525 million acquisition of fellow drink maker CORE Nutrition, which is being advised by Gibson, Dunn & Crutcher.

KDP, which is based in Burlington, Massachusetts, and Plano, Texas, currently distributes CORE products, which include CORE Hydration nutrient-enhanced bottled water and CORE Organic, an organic enhanced fruit hydration. KDP currently handles about two-thirds of U.S. distribution for Beverly Hills, California-based CORE.

The companies announced a definitive agreement on Sept. 27. The $525 million deal includes about $90 million in anticipated tax benefits. The transaction, which is subject to customary closing conditions, is expected to close by the end of 2018.

The Gibson Dunn team for CORE includes corporate partners John Gaffney and Candice Choh, as well as Dallas-based tax partner David Sinak; employee benefits partner Sean Feller; intellectual property partner David Kennedy; and regulatory partner Marian Lee.

A New York-based team from Skadden advising Keurig includes M&A partners Sean Doyle and Paul Schnell; executive compensation and benefits partner Erica Schohn; capital markets partner Laura Kaufmann Belkhayat; IP and technology partner Bruce Goldner and labor and employment partner David Schwartz. Keurig’s general counsel is James Baldwin.

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