Last month, PepsiCo, Inc. made cross-conditional offers to purchase controlling interests in its two largest bottlers, Pepsi Bottling Group (PBG) and PepsiAmericas. Davis Polk’s Gar Bason (Harvard BA ‘75, JD ‘78) is the soft-drink maker’s lead outside counsel on the two deals.
On Monday, PBG’s board, represented by Cravath, responded and the news wasn’t good. The non-Pepsi members of the board unanimously said the $4.2 billion Pepsi offered was “grossly inadequate.”
After the jump, BigLaw all over the place.
Interestingly, when Pepsi spun PBG off late in 1999, Davis Polk was PBG’s counsel as the issuer on the IPO. Winthrop Conrad (Yale BA ‘67, Harvard JD ‘71) a former partner now senior counsel, led the $2.2 billion offering for the company now telling his firm’s client to take a hike. That must have been an interesting waiver discussion.
Davis Polk isn’t the only firm that’s been on different sides of two Pepsi deals. Skadden’s Matt Mallow (Brown AB ‘64, NYU LLB ‘67, LLM 68) represented the underwriters on the PBG IPO and Jeff Cohen (Penn BS ‘85, UCLA JD ‘88) represented Tricon (now YUM! Brands – KFC, Pizza Hut, Taco Bell, etc.) when it was spun off by Pepsi in 1997.
Pepsi must be one of the most-accommodating clients around. Those turnarounds are pretty reasonable, but the headscratcher was always the company’s hiring of Larry Thompson as GC a few years ago. Before Pepsi hired him from the Justice Department, Thompson was a partner at King & Spalding – which is Coke’s primary firm. So at least they didn’t use that firm.
Other firms with connections include Willkie Farr & Gallagher, where PBG GC Steve Rapp practiced before joining Pepsi, and Hughes Hubbard, where previous GC and current PepsiCo Chief Compliance Officer Pam McGuire started her career.
Sullivan & Cromwell is representing the other, smaller, bottler PepsiAmericas. One possible reason for their non-responsiveness, they’re busy working on another beverage deal: Anheuser Busch InBev’s sale of South Korean brewer Oriental Brewery Co. to KKR for $1.8 billion.
Related posts:
This website uses IntenseDebate comments, but they are not currently loaded because either your browser doesn't support JavaScript, or they didn't load fast enough.
0 Responses
Stay in touch with the conversation, subscribe to the RSS feed for comments on this post.