Deal Watch: Warren Goes After PE, Apple Buys Modems, International Snacks Make Moves
Senator Warren wants to reign in PE firms, Apple wants supply control and AB InBev gives up on Australia in a food- and tech-driven week in M&A.
July 26, 2019 at 02:15 PM
7 minute read
For Democratic presidential candidate Sen. Elizabeth Warren, looking to take on the financial industry is nothing new.
But last week Warren got a little more specific with how she wants to focus her energy, sinking her teeth into the private equity world. Accounting for 13% of all M&A activity in the first half of 2019, or roughly $260 billion in transactions, it's a sizable world, and it's getting bigger.
Last week Warren, along with several other Democrats, introduced the “Stop Wall Street Looting Act of 2019,” which they said is intended to, well, stop Wall Street from looting. Specifically they were referring to private equity buyers, who have a bit of a checkered record (see: Toys'R'Us, Shopko, local newspapers, etc.) when it comes to the long-term health of the companies they invest in.
Warren said in statement the act will “shut down the Wall Street giveaways and rein in the financial industry so it stops sucking money out of the rest of the economy.”
She outlined the plan in great detail in a Medium post last week. Here are some examples of what the bill would do:
- Prioritize worker pay in bankruptcy proceedings and clarify that gift cards count as consumer deposits, moving them up in line for payouts as well.
- Reinstate a Dodd-Frank Act requirement that requires the parties that arrange debt obligations to retain some risk.
- Put a 100% tax on monitoring and transaction fees and ban dividends for two years after a transaction.
Of course the PE industry is not necessarily happy about this series of events. But one has to wonder what sort of work would be created for lobbying firms and bankruptcy attorneys, as well as in-the-know M&A lawyers who can help PE firms navigate this Brave New World, should it come to pass.
Although some of rules would change, few say this is a death knell for the PE industry. Some even call it a course correction.
Political experts have said the plan has no chance of passing in the Senate in its current form, so much of the bluster is for naught. But Warren's bill would be in a much stronger position in 2021, if she or another Democrat takes the White House in 2020.
Until then, at least the lobbyists should have plenty of work. Here are some deals:
Yellow Wood Partners/Bayer (Dr. Scholl's)
Being comfortable is important for your financial future … and your feet. Boston-based Yellow Wood Partners is hoping for both. The middle-market firm specializing in consumer products has purchased the Dr. Scholl's foot care brand from German giant Bayer for $585 million, as Bayer deals with the fallout of huge verdict over their recently acquired weed killer brand RoundUp. Dr. Scholl's generated $234 million in sales last year, mostly from North American business. Bayer said in a statement that the company intends to focus its consumer products division on products that require a bit more medical expertise.
Covington & Burling for Bayer/Fried, Frank, Harris, Shriver & Jacobson for Yellow Wood Partners
Advent International/Cobham
With the preview for Top Gun: Maverick dropping last week, it seems fitting that a company that specializes in making communications gear and equipment for aircraft and ships would be in the news. British entity Cobham, known mostly for their invention of in-flight refueling systems, is being acquired by U.S. investment firm Advent International for close to $5 billion. Cobham has been around since 1934, employs 11,500 people, and boasts customers like AirBus, Boeing and Lockheed Martin. Cobham's largest shareholder, Silchester International Investors, opposes the deal, arguing that the price Advent offered—a 34% premium over Wednesday's closing stock price—is too low. There is a chance this deal might enter … the danger zone.
Linklaters, Weil, Gotshal & Manges for Advent/Allen & Overy for Cobham
PepsiCo/Pioneer Food Group
Fritos are good. But have you tried Weet-Bix cereal, Liqui Fruit juice or Sasko bread? Customers in Sub-Saharan Africa have, and PepsiCo is banking on a rebound in sales (as well as increased distribution capability in the region) in their $1.7 purchase of South African snack company Pioneer Food Group. PepsiCo has offered $7.94 per share, and Pioneer's stock his risen over 29% since news of the deal broke. Pioneer distributes to more than 80 countries.
Bowmans for PepsiCo/Webber Wentzel for Pioneer Food Group
Asahi/Anheuser-Busch InBev
Anheuser-Busch Inbev, which owns Budweiser, Stella Artois and Corona and is the world's largest beverage producer, has agreed to sell its Australian business, Carlton & United Breweries, to Japanese beverage giant Asahi for $11.4 billion. The deal comes just days after AB InBev pulled a potential IPO for the business from the Hong Kong Stock Exchange, in what would have been the largest IPO of 2019 thus far. The IPO was expected to net around $9.8 billion. But AB InBev has more immediate concerns, including trying to climb out from over $100 billion in debt. Drink up.
Allen & Overy for Asahi /Freshfields Bruckhaus Deringer for AB InBev
KKR/Arnott's (Campbell Soup Co.)
A lot of international food in the news. Tim-Tams, a flagship product of Arnott's (Campbell Soup Co's international business), may not be a household name in the U.S., but they bill themselves as “the Australian Phenom-nom-nom.” New York-based investment firm KKR has agreed to purchase the biscuit maker for $2.2 billion in another international sale for U.S.-based Campbell. Earlier this year the company sold its Danish unit, Kelson Group, to an affiliate of Nutella maker Ferrero SpA for $300 million.
Allens, Simpson Thacher & Bartlett for KKR/King & Wood Mallesons, Weil for Campbell Soup
Apple/Intel
Apple, the sixth-largest company in the world, has agreed to purchase the 5G modem business of Intel for $1 billion. The iPhone manufacturer is hoping that the acquisition will eventually help reduce its reliance on other companies (like Qualcomm) with respect to chip components for its products. Intel will move 2,200 engineers over to Apple as well as a load of patents.
Firm for Apple not readily available/Skadden, Arps, Slate, Meagher & Flom for Intel
Sprint/T-Mobile/DISH Network
In another step toward completing their announced merger, Sprint and T-Mobile, as part of an FCC request that the combined company divest its prepaid mobile business and 800 MHz spectrum assets, have agreed to sell off that business to DISH Network for approximately $5 billion. T-Mobile agreed last April to purchase Sprint for $26 billion, and the two companies have been working with the U.S. Justice Department since then to get the deal approved.
Latham & Watkins as lead counsel with Wachtell, Lipton, Rosen & Katz, Cleary Gottlieb Steen & Hamilton and DLA Piper for T-Mobile/Morrison & Foerster for Sprint/Sullivan & Cromwell for DISH Network
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