Case Studies

$2.45 Billion Acquisition for Post Holdings, Inc.

Lewis Rice represented St. Louis-based Post Holdings, Inc. in its $2.45 billion acquisition of Michael Foods from its private equity owners Thomas H. Lee Partners and GS Capital Partners. The acquisition is Post's largest to date and included a significant number of real property assets, including plants, farmland and leased real property. Michael Foods is a distributor and processor of cheese, egg, and refrigerated potato products.

Speed and Results

Representing a publicly traded food products company, Brian D. Bouquet assisted the client in submitting and winning a multimillion-dollar last-minute bid to acquire the assets of a bankrupt peanut butter company. After being contacted on a Friday afternoon, Brian and his team worked over the weekend to draft, negotiate, and execute an asset purchase agreement with the bankruptcy trustee in just three days. Notwithstanding that a court-sanctioned bankruptcy auction had been held the week before and a winning bidder selected, Brian and his partner John Hall were able to secure the deal, obtain bankruptcy court approval of the sale, and close the transaction, all within 12 days from the first phone call from the client.

Challenging Conditions

Representing a publicly traded consumer products company, Brian was presented with the challenge of representing the seller of a commercial equipment company with declining sales and operating losses. Brian and his team were able to negotiate a favorable asset sale agreement and close the sale despite continued deterioration in the financial performance of the target.

Recapitalization

Brian recently represented G.H. Tool & Mold, Inc. (G.H. Tool) in connection with its majority recapitalization with Tooling Technology Holdings LLC (Tooling Tech), a portfolio company of GenNx360 Capital Partners (GenNx360). The deal closed in October 2015. Founded in 1983 and headquartered in Washington, Missouri, G.H. Tool manufactures tooling and molds for tier-one suppliers and original equipment manufacturers (OEMs) across various end-markets, including automotive, aerospace and defense, outdoor products, and energy. Brian and his team assisted with evaluating offers and negotiated the equity interest purchase agreement and related documents over the course of several months. Said Gerry Hellebusch, founder and CEO of G.H. Tool, "Brian Bouquet and the Lewis Rice team vigorously represented our interests as seller while at the same time not losing sight of my goals to provide for our employees, customers, and suppliers going forward. We valued his advice and counsel throughout the entire transaction."

Sprint to the Finish

Representing a privately owned, regional construction materials and supply company, Greg Beekman assisted the client in completing the acquisition of the Eastern Missouri ready-mix concrete division of a multi-national building materials conglomerate in less than three weeks after the parties executed a letter of intent. Due to the seasonality of the construction materials business and concerns about the local market becoming aware of the deal, the parties needed to close the transaction as quickly as possible. In addition to negotiating and coordinating the acquisition itself, Greg and his team worked day and night to address and resolve the related real estate, labor, environmental and financing issues and were ultimately able to meet the parties’ aggressive deadline.

A Creative Approach

Greg represented the owner of 17 gas stations and convenience stores located in Western New York who had reached an agreement in principle to sell his business to a strategic competitor. The sticking point, however, was that the terms of the client’s real estate financing prohibited an early prepayment of the debt, which made a sale of the land underlying the stores impossible. Working with the client’s accountants and financial advisors, Greg and his partner, Tim Kastner, devised a structure whereby the client transferred title to all of the personal property and fixtures of the company and leased the real estate to the buyer with an option to purchase the land at an agreed upon price after the repayment of the loan.

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