On January 28, 2005, US private equity fund Catterton Partners, through its operating partner Insight Holdings and its Canadian acquisition company A&M Cookie Company Canada, purchased the North American bakery group of Parmalat Dairy & Bakery Inc. for an undisclosed amount. The transaction was effected by way of a purchase of US subsidiaries and Canadian assets including the Archway and Mother’s brands and plants in Kitchener, Cambridge and Edmonton. The transaction was effected by way of a purchase of US subsidiaries and Canadian assets using a Nova Scotia unlimited liability company structure. Congress Financial Corp. provided a cross-border senior secured credit facility.
In connection with the US aspects of the transaction, Catterton and Insight were represented by Latham & Watkins LLP with an M&A team led by Eric Stern that included Lucantonio Salvi, Jason Licht, Patrick Shannon and Seung Baik (corporate), David Kuiper (intellectual property), Cheryl Coe (tax), Heather Murphy and Jonathan Su (real estate) and a financing team led by Hendrik de Jong that included David Prince and Richard Naddeo.
McMillan Binch LLP represented Catterton and Insight in connection with the Canadian aspects with an M&A team led by Bruce Chapple and Ted Scott that included Julie Beeton (corporate) and Sharon Groom (intellectual property) and Todd Miller and Mark Lobsinger (tax), Lou Macchione and Kathryn Borgatti (real estate), Darryl Hiscocks (employment), David Wentzell and Ivan Luksic (pensions) and a financing team led by Vickie Wong that included Ed Ra and Kathy Martin. McMillan Binch was assisted by Field Law on Alberta aspects with a team led by Adrian Currie, and on Nova Scotia aspects by Charles Reagh of Stewart McKelvey Stirling Scales.
Parmalat’s legal team was led by senior vice-president and general counsel Peter Ferraro and included Tony Cugliari, Kristen Pizzolo and Marc Fust. Parmalat was represented in the US by Weil, Gotshal & Manges LLP with a team that included Robert Messineo, Donald Whittaker, Daniel Holzman, Maya Grant, Ron Elimelekh and Gabriel Ewing (corporate), Gary Holtzer and Judy Liu (reorganization), Andrew Gaines (pension), Larry Baer (labour) and Dale Nissenbaum (IP); and in Canada by Osler, Hoskin & Harcourt LLP with a team that included Linda Robinson, John Walsh and Jasmine Lew (corporate), Tony Devir (pensions), David Strong (commercial property), Scott Waterhouse (employment), Andraya Frith (franchise) and Manjit Singh (tax).
Congress was represented in Canada by Bennett Jones LLP with a team led by Paul Blundy with Steve Lutz and Christina Iannone; and in the US by Otterbourg, Steindler, Houston & Rosen, PC with a team led by Michael Barocas with Daniel Greenstein, Alex Yastremski and Marcel Safar.