Berkshire Hathaway Inc. (NYSE:BRK.A) acquired the remaining 20% stake in IMC International Metalworking Companies B.V. from Wertheimer family for $2.1 billion on April 29, 2013. Edward J. Lee, Lauren D. Gojkovich, Jodi J. Schwartz and Tijana J. Dvornic, led by Adam O. Emmerich of Wachtell, Lipton, Rosen & Katz acted as legal advisors to the Wertheimer family and IMC International Metalworking Companies B.V. and Munger, Tolles & Olson LLP acted as a legal advisor to Berkshire ... Hathaway.
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3G Capital Management, LLC through its fund, 3G Special Situations Fund III LP and Berkshire Hathaway Inc. (NYSE:BRK.A) entered into a definitive merger agreement to acquire H. J. Heinz Company (NYSE:HNZ) from BlackRock, Inc. (NYSE:BLK) and other shareholders for $23.4 billion in cash on February 13, 2013. The offer per share is $72.5 for common shares, phantom shares and restricted stock units of H. J. Heinz. The deal also involves a payment of $230.8 million for the ... option holders of H. J. Heinz. Heinz would serve as a platform for 3G Capital to make additional acquisitions in the food industry. The transaction will be financed through a combination of cash provided by Berkshire Hathaway and affiliates of 3G Capital; rollover of existing debt, as well as debt financing that has been committed by J.P. Morgan and Wells Fargo. J.P. Morgan and Wells Fargo have committed to provide $14.1 billion of new debt financing for the transaction, consisting of $8.5 billion of USD senior secured term loan B-1 and B-2 facilities, $2 billion of Euro/ British Pounds senior secured term loan B-1 and B-2 facilities, a $1.5 billion senior secured revolving facility and a $2.1 billion second lien bridge loan facility. Post completion, H. J. Heinz will become a private company. In case of termination by H. J. Heinz, it will pay a termination fee of $750 million and in case termination of the deal is done by 3G and Berkshire, the termination fee payable by them will be $1.4 billion. 3G and Berkshire each will bear 50% of this termination fee, up to a cap of $700 million. Post completion, H. J. Heinz will remain headquartered in Pittsburgh. The transaction is subject to approval by Heinz shareholders, preferred stock holders’ approval antitrust approval, receipt of regulatory approvals and other customary closing conditions. The deal is not subject to a financing condition. The deal has been unanimously approved by H. J. Heinz’s Board of Directors and Board of Directors of 3G Capital Management and Berkshire. A transaction committee of Board of Directors of H. J. Heinz has been formed for the deal. The deal is expected to close in the third (calendar) quarter of 2013. As of March 4, 2013, the agreement was amended with respect to the restricted stock units. As per the amendment, instead of accelerated vesting and cash-out in full at the effective time of the transaction, retention restricted stock units would remain subject to the vesting schedule pursuant to the existing terms of the applicable award agreements and that the general timing of payment would be in accordance with such terms. As of March 26, 2013, the Administrative Council for Economic Defense (Cade) approved the deal. As on March 27, 2013, shareholders of H.J. Heinz Co will vote in a special meeting slated for April 30, 2013 which will be held in office of Davis, Polk & Wardwell LLP. During week ending April 6, 2013, The Competition Commission of India approved the transaction. As per the information available on April 10, 2013, Regulatory agencies in Israel and Brazil have approved the deal. As of April 12, 2013, H.J Heinz Co. would hire Burger King Worldwide Inc.’s Chief Executive Officer, Bernardo Hees as its new Chief Executive Officer. As of April 29, 2013, a Pittsburgh judge has dismissed multiple lawsuits over the transaction. As of April 30, 2013, the transaction was approved by shareholders of Heinz. The transaction has received antitrust clearance in the United States, South Korea, Japan, Mexico, South Africa and Ukraine. As on May 24, 2013, the transaction received regulatory approval from the Chinese Ministry of Commerce and the transaction is now expected to close in early- to mid-June 2013. Centerview Partners LLC BofA Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisors and Arthur F. Golden, John A. Bick, Michael Davis, Lee Hochbaum, Kyoko Takahashi Lin, Kathleen L. Ferrell, James A. Florack, Michael Kaplan, Sophia Hudson and Ronan P. Harty of Davis Polk & Wardwell LLP acted as legal advisor to H. J. Heinz. Moelis & Company L.P. acted as financial advisor and Edward D. Herlihy and David E. Shapiro of Wachtell, Lipton, Rosen & Katz acted as legal advisor to the transaction committee of H. J. Heinz's Board of Directors. BofA Merrill Lynch, Pierce, Fenner & Smith Incorporated, Centerview Partners LLC and Moelis & Company L.P. stated that deal is fair and provided fairness opinion to the deal. J.P. Morgan Securities LLC, Lazard Freres & Co. LLC and Wells Fargo Securities, LLC acted as financial advisors to 3G Capital Management and Berkshire Hathaway. Stephen Fraidin, William B. Sorabella and David B. Feirstein of Kirkland & Ellis LLP and Robert E. Denham, Mary Ann Todd of Munger, Tolles & Olson acted as legal advisors to 3G Capital Management and Berkshire Hathaway. Steve Lipin of Brunswick Group acted as public relations advisor to H.J. Heinz. Steven Seidman and Laura Delanoy of Willkie Farr & Gallagher acted as legal ad
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