Famed piano maker Steinway Musical Instruments announced Monday that it has agreed to be acquired by an affiliate of New York–based private equity firm Kohlberg & Company for roughly $438 million.
Under the terms of its tender offer, Kohlberg Management IV will pay $35 for each Steinway share—a premium of roughly 15 percent over the stock's closing price of $30.42 on June 28, the last day of trading before the deal was announced. Kohlberg's agreement with Steinway includes a 45-day “go-shop” provision during which the latter—whose pianos have been associated with, among others, Sergei Rachmaninoff, Igor Stravinsky, Cole Porter, George Gershwin, and Billy Joel—can solicit alternative bids.
“Our agreement with Kohlberg represents an exceptional valuation for our shareholders, while also representing an important next step in the growth of Steinway,” Steinway chairman and interim CEO Michael Sweeney said in a statement announcing the deal, which comes just a few months after The New York Times reported that the company planned to sell its famous Manhattan showroom, Steinway Hall.
Kohlberg partner Christopher Anderson said in a statement of his own that the private equity firm plans to protect Steinway’s legacy and to ensure “the artisanal manufacturing processes that make the company’s products unique are preserved, celebrated, and treasured.”
Kohlberg is being advised on the transaction by a Ropes & Gray deal team led by Boston-based corporate partner William Shields, who has acted on the private equity firm's behalf many times in the past. Among the previous deals on which Shields has advised Kohlberg: its acquisition of Phillips Plastics, a manufacturer of plastic and metal products, for an undisclosed amount in 2010, and its sale of event hospitality company Centerplate for roughly $550 million last year.
Other Ropes partners working on the matter include Daniel Evans (corporate, M&A); Thomas Draper (finance); Loretta Richard and Eric Elfman (tax and benefits); Peter Ebb (labor and employment); David McIntosh (intellectual property); and Marc Lazar (real estate). Intellectual property counsel Emilia Cannella is also a member of the firm's team, as are associates Jennifer Cormier, Kase Jubboori, Stephen Kruse, Adam Leamon, Eamon Lorincz, Adam Stella, and Christian Westra.
Gleiss Lutz is advising Kohlberg & Company on German law aspects of the transaction.
Steinway, meanwhile, is being represented by Skadden, Arps, Slate, Meagher & Flom and Gibson, Dunn & Crutcher.
The Palo Alto–based Skadden corporate team includes partners Kenton King and Amr Razzak and counsel Jason Tomita. Rounding out the firm's team are Los Angeles–based banking partners David Kitchen and K. Kristine Dunn; Washington, D.C.–based tax partner Jessica Hough; counsel Carrie LeRoy in Palo Alto, who is advising on intellectual property and technology issues; counsel Michael Bergmann (Washington, D.C.), Alessandra Murata (Palo Alto), and Ulrich Ziegler (Frankfurt), all of whom are advising on executive compensation and benefits issues; and counsel Jane Kroesche (Palo Alto), who is advising on environmental aspects of the deal.
Gibson Dunn's New York–based team is led by corporate partner John Gaffney, with the assistance of associates Aaron Holmes; Jennifer Wang; and Yi Sun.
Ropes also grabbed a lead role on a second transaction announced Monday, advising San Francisco–based private equity firm Altamont Capital Partners in connection with its acquisition of Richard’s Cajun Foods from Atlantic Premium Brands for an undisclosed amount in a deal that closed Friday. As The Am Law Daily has previously reported, Ropes represented Altamont last year in the acquisitions of Taco Bell franchisor Tacala, fast food franchisee Boom Foods, and government security and investigations services provider Omniplex World Services.
The Ropes team working on the current Altamont deal is being led by San Francisco–based private equity partner Howard Glazer, along with New York–based finance partner Steven Rutkovsky and Boston–based tax partner Amanda Holt. The firm's team also includes San Francisco–based associates Brandon McGathy and Elizabeth Rahn (private equity); and Boston–based associates Tracy Coogan Plants (finance), Benjamin Damsky (tax), and James Dorer (corporate).
For its part, Atlantic Premium Foods has turned to Katten Muchin Rosenman for outside counsel on the matter. The Chicago-based Katten team working on the deal includes partners Geoff AuYeung, Tonya Curtis, Daniel Lange, Jeffrey Patt, and Saul Rudo; and associates Mathew Hubenschmidt and Charles Leen.
