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November 9, 2010 7:03 PM

Three Firms Help Grupo Bimbo Bulk Up Its Bread Business

Posted by Brian Baxter

Grupo Bimbo, the world's largest bread maker, has turned to Cleary Gottlieb Steen & Hamilton, Morgan, Lewis & Bockius, and White & Case for counsel on its $959 million purchase of Sara Lee Corporation's North American bakery business.

The deal gives Mexico City-based Grupo Bimbo--owner of bread brands like Arnold, Entenmann's, Freihofer's, Stroehmann, and Thomas' English Muffins--a huge boost in the U.S. bread market. Grupo Bimbo's U.S. business, Horsham, Pa.-based Bimbo Bakeries USA, will merge with the newly acquired Sara Lee unit.

Cleary corporate partner Chantal Kordula, IP partner Len Jacoby, regulatory partners Mark Leddy and Jeremy Calsyn, tax partner Jason Factor, employee benefits partner Michael Albano, dispute resolution counsel David Herrington, and environmental counsel W. Richard Bidstrup provided corporate due diligence and regulatory counsel to Grupo Bimbo on the deal. The firm has previously advised the Mexican food giant.

Steven Wall, a labor and employment partner and managing partner at Morgan Lewis, led a team from the firm serving as labor counsel to Grupo Bimbo that included employee benefits partner Amy Kelly, labor and employment partner Michael Puma, IP partner James Sims III, and banking and finance partner David Harbaugh. The combined Grupo Bimbo/Sara Lee businesses will operate 75 plants and employ about 28,000 workers.

White & Case antitrust partner George Paul served as antitrust counsel to Grupo Bimbo along with partner Noah Brumfield and Rebecca Farrington. Along with Cleary, the firm advised Grupo Bimbo last year on the completion of its $2.5 billion acquisition of Toronto-based George Weston Limited's U.S. baking operations.

"Grupo Bimbo's acquisition of the Sara Lee bread business will provide Bimbo with broader geographic coverage for baking and deliveries that will improve its service quality and efficiency and add to Bimbo's existing brands a complementary portfolio of mainstream bread products that appeal to families with children," Paul said in an e-mailed statement. "The acquisition is an important part of Bimbo's plans to invest an additional billion dollars in technology and infrastructure over the next five years as part of its strategic focus to modernize the way bread is sold in the [U.S.]."

Luis Miguel Briola, a White & Case alum, serves as Grupo Bimbo's general counsel. The head of the legal department at the company's U.S. unit, Bimbo Bakeries, is Claudia Coscia. (Texas Lawyer, a sibling publication, profiled Coscia in 2006.)

Sidley Austin advised Sara Lee on the sale. Corporate partners Kevin Blatchford, Scott Williams, and Mark Kaufmann, capital markets partner Alan Jakimo, banking and financial transactions partner Kevin Hochberg, employee benefits partner Mary Niehaus, tax partner John Schaff, litigation partner Marc Raven, environmental partner Laura Leonard, insurance and financial services partner Kenneth Wylie and counsel Deborah Cotton, and labor and employment counsel James Weiss led the Sidley team.

The firm has previously advised the Downers Grove, Ill.-based company. Sara Lee general counsel Brett Hart told sibling publication The National Law Journal earlier this year that Sidley is one of three firms the company uses for domestic M&A work. (Hart, who was promoted to GC in June 2009, is a former partner at Sonnenschein Nath & Rosenthal.)

Sara Lee interim CEO Marcel Smits, who took over in August after his predecessor resigned due to health problems, holds a degree in tax law from the University of Amsterdam. The company has been busy selling off assets in recent months, tapping Freshfields Bruckhaus Deringer for the sales of its global personal care and European detergent business and air freshener business last year. Sara Lee said in a statement that the sale of its U.S. bakery unit will allow it to focus on other operations, such as its coffee and meat businesses.

Pending certain regulatory approvals, the deal with Grupo Bimbo is expected to close in the first half of 2011.

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