Five Am Law 100 Firms Handle Three Big PE Deals
Private equity giants KKR and The Carlyle Group kept a handful of Am Law 100 firms busy this week with acquisitions totaling nearly $5 billion for an industrial packaging unit owned by Illinois Tool Works, medical device maker Lake Region Medical and optical retailer National Vision.
The deal involving National Vision comes roughly two months after Reuters reported that KKR and Carlyle were competing in an auction to acquire the company, the nation’s fourth-largest eyeglass and contact lens retailer. New York–based KKR, whose profits more than doubled in the fourth quarter of 2013, emerged Friday as the victor in that contest.
Marni Lerner—a veteran M&A partner with Simpson Thacher & Bartlett in New York—is taking the lead for longtime firm client KKR on its planned acquisition of National Vision from smaller buyout shop Berkshire Partners. While terms of the deal were not disclosed, Reuters put the purchase price at just over $1 billion, citing an anonymous source familiar with the matter.
Other Simpson lawyers advising KKR on the matter include finance partner James Cross, executive compensation partner Andrea Wahlquist, tax partner Robert Holo, East Coast IP transactional head Lori Lesser, senior antitrust counsel Michael Naughton, senior environmental counsel Michael Isby and real estate counsel Krista McManus. The associates from the firm working on the deal include Genevieve Dorment, Kenneth Ehrhard, Ellen Frye, Jennifer Gaudette, Julie Lee, Benjamin Schaye, Adam Shapiro, Sophie Staples, Douglas Tang and Eric Wolf.
For its part, Boston-based Berkshire Partners—a buyout shop not affiliated with billionaire Warren Buffett’s Berkshire Hathaway—has turned to Weil, Gotshal & Manges for counsel on the National Vision sale. Berkshire spent $190 million to take its Lawrenceville, Ga.–based portfolio company private in 2005, folding in the Consolidated Vision Group for another $88 million, according to an SEC filing at the time that indicates Weil advised on that transaction as well.
Weil corporate partners Shayla Harlev in Boston and David Duffell in Providence have taken the lead for Berkshire on the current transaction. Other Weil lawyers working on the deal are finance partner Andrew Yoon, tax partner Mark Schwed, environmental partner Annemargaret Connolly, litigation partner Patrick O’Toole, executive compensation partner Michael Nissan and counsel Vadim Brusser, Arlene Hahn, Steven Margolis, Matthew Morton and John O’Loughlin. Schwed made partner last month.
Also advising on the transaction are Weil associates Benton Bodamer, Joshua Gelfand, Matthew Goulding, Tara Lancaster, Matthew Loecker, Kelly Wagner and Jakub Wronski. Bodamer was once pictured in a New York Times story about rising associate bonuses back in The Am Law 100's halcyon days. Sharlyn Heslam, a former Boston-based Weil corporate partner, holds the dual titles of managing director and general counsel at Berkshire. Mitchell Goodman is National Vision's general counsel. The sale of the company to KKR is expected to close by the end of the first quarter.
In the second transaction, Lerner—who did not respond to a request for comment about her latest work for the leveraged buyout giant—and corporate partner Gary Horowitz are advising KKR–backed Accellent on its acquisition of family-owned Lake Region Medical. (Simpson also represented KKR on its $1.27 billion buy of Accellent in 2005.)
Citing sources familiar with the sale, The Wall Street Journal initially put its value at more than $1 billion. A subsequent SEC filing by Accellent listed the purchase price at a much more modest $390 million, although the terms could still improve. Ron Honig serves as general counsel for Wilmington, Mass.–based Accellent.