Manufacturing and Engineering

We have broad-based experience in the manufacturing and engineering sectors, both in the United States and abroad. We represent large manufacturing conglomerates such as General Electric, Ryerson, Moulinex, Yamaha Motor Company, Mueller Industries and other manufacturing outfits. We also represent several private equity funds that are active in these sectors.  We have assisted our clients in a variety of transactions, including structuring, negotiating and executing numerous acquisitions, dispositions, investments and recapitalizations. In addition, we have also represented clients in the drafting and negotiation of JV agreements for shared manufacturing facilities and distribution channels.

We have broad-based expertise in the manufacturing and engineering sectors, both in the United States and abroad. We represent large manufacturing conglomerates such as General Electric, Ryerson, Moulinex, Yamaha Motor Company, Mueller Industries and other manufacturing outfits. We also represent several private equity funds that are active in these sectors. We have assisted our clients in a variety of transactions, including structuring, negotiating and executing numerous acquisitions, dispositions, investments and recapitalizations. In addition, we have also represented clients in the drafting and negotiation of JV agreements for shared manufacturing facilities and distribution channels.

Banking and Capital Markets

  • AXA Mezzanine, Abénex Capital SAS/Vulcanic Holding SAS: Advised AXA on the mezzanine financing for Abénex’s acquisition of a majority stake in Vulcanic, a provider of electrical heating and cooling solutions for industries in France and internationally.

    Bpifrance: Advised Bpifrance in connection with Vallourec’s €1 billion equity fundraising.

    Ceradyne, Inc.: Assisted Costa Mesa, California-based Ceradyne, a manufacturer of ceramics components for industrial processes, with its cross-border acquisition and recapitalization financing.

    Cowen & Co., LLC/Smith & Wesson: Represented Cowen as placement agent in handgun manufacturer Smith & Wesson’s private exchange of $50 million of its new senior notes for its outstanding convertible notes. 

    Knoll, Inc.: Represented this East Greenville, Pennsylvania-based internationally recognized designer and manufacturer of creative workplace furnishings, textiles and fine leathers in a $450 million amended and restated secured multicurrency credit facility.

    Morgan Stanley Senior Funding / Colt Defense LLC: Represented Morgan Stanley Senior Funding in its $33 million senior secured term loan facility to Colt Defense LLC, which designs, develops and manufactures firearms for military, personal defense and recreational purposes.

    Platinum Equity Advisors, LLC /Caterpillar Inc.: Advised Platinum Equity Advisors, LLC in securing financing for Platinum’s acquisition of a 65 percent interest in the entities and assets comprising the third-party logistics business of Caterpillar Inc., and the concurrent entering into of a $75 million revolving credit facility at the closing of the acquisition to be used for working capital and general corporate purposes of the acquired business post-acquisition.

    Ryerson Holdings Corporation: Represented Ryerson in several offerings, including its

    • $483 million offering of senior discount notes.
    • $900 million offering of principal amount of senior notes and related tender offers and consent solicitations.

    Schenck Process: Reprsented Schenck Process with respect to €455 million refinancing of existing senior and mezzanine acquisition facilities.

    Steel Dynamics, Inc. (SDI): Advised on the "one stop shopping" bank/bond acquisition and recapitalization financing for Fort Wayne, Indiana-based Steel Dynamics, the fifth largest producer of carbon steel products in the United States.

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Business Reorganization and Restructuring

  • Industrie Werke Karlsruhe AG (IWKA): Represented the syndicate banks led by Dresdner Kleinwort on the convertible bond issue of IWKA, a German leader in the area of robotics and automation systems for industrial production processes, through IWKA Finance B.V.

    Moulinex: Advised Moulinex, a French small appliances manufacturer, in a restructuring case involving a €1 billion criminal litigation stemming from claims against it alleging the existence of a false balance sheet and insufficient assets.

    RG Steel: Representing RG Steel in its chapter 11 filings, we have successfully assisted the Company in obtaining critical first day relief, including a postpetition secured financing facility. In its chapter 11 cases, RG Steel is pursuing the sale of RG Steel’s primary facilities on a going-concern basis, potentially preserving thousands of steelworker jobs.

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Litigation

  • Credit Suisse/Champion Enterprises: Represented Credit Suisse as Bank Agent in asset sale of Champion Enterprises. In March 2010, the sale of substantially all the assets of Champion Enterprises Inc. was completed in a Delaware Bankruptcy Court-supervised 363 sale pursuant to a successful credit bid by a group of senior secured lenders. In connection with that credit bid, an investor group injected $50 million of fresh equity into the newly emerged entity. Willkie represented Credit Suisse as Administrative Agent and LC Issuer for the credit-bidding lenders and throughout the pre-bankruptcy workout and restructuring and the bankruptcy processes, including the structuring, negotiation and funding of some DIP financing, and related “roll up” of certain prepetition financing.  We also represented Credit Suisse as Administrative Agent in connection with some ongoing post-sale litigation commenced by The Official Committee of Unsecured Creditors.

    In 2012, Willkie secured a dismissal of the majority of claims in a lender liability suit.  We also represented Credit Suisse in the bench trial of remaining claims.

    Denison Hydraulics: Established an ADR program for this Marysville, Ohio-based designer and manufacturer of highly engineered hydraulic components and fluid power systems.

    European Equipment Manufacturer: Defended a European equipment manufacturer before the ITC and in federal district court against claims for infringing a patent relating to high-speed sorting equipment. The federal district court entered summary judgment of non-infringement in favor of the client.

    General Electric, Inc.: Representing this advanced technology and finance company in an ongoing case of first impression involving pension costs, government contracts and accounting principles. With approximately $1 billion at issue, the case arose when GE sold a division that had a pension plan with a surplus, and the government, which reimburses contractors’ pension costs and can share in surpluses when a division doing the contract work is sold, found its share to be insufficient. To date, we have secured two favorable pretrial rulings for GE.

    In re General Electric Co. Securities Litigation: Secured a complete victory for the 26 underwriters of General Electric’s 2008 $12 billion securities offering when the S.D.N.Y. granted reconsideration in a securities class action brought by GE investors alleging the underwriters helped mislead the investors.

    Grant Thornton/Duoyuan Global Water, Inc.: Represented leading accounting advisory company Grant Thornton International Ltd in a securities class action against Duoyuan, a china-based water treatment technology supplier, and its auditors and others alleging the perpetration of a fraud in connection with Duoyuan’s U.S. IPO and a follow-on share offering. Willkie successfully obtained a dismissal in the securities class action and the complaint against Grant Thornton.

    Installationsverktyg INVE AB v. Joseph A. Thomas, Ltd.: Served as lead trial counsel in a S.D.N.Y. trademark and patent infringement case concerning machine tools. Obtained permanent injunction against further trademark and patent infringement.

    Leading Electronic Toothbrush Manufacturer: Represented a leading manufacturer of electronic toothbrushes in asserting its patents involving sonic toothbrush technology against competitors.

    Manufacturer of Mercury-Vapor Lamps: Represented a leading manufacturer of ultra-high-performance (UHP) mercury-vapor lamps in asserting its patents against a Japanese company accused of infringement. Following a two-week trial, the jury returned a verdict that our client’s patent was valid and infringed, and awarded $43 million in damages.

    In re Mid-American Waste Systems, Inc. Securities Litigation, No. 97-325-AJL (D.N.J.): Represented defendant officers and directors in multidistrict securities actions arising out of an alleged fraud in connection with a $175 million junk-bond offering.

    Tyco International, Ltd.: Advised Tyco International, Ltd. (TIL), a multinational manufacturing conglomerate, to an FCPA settlement with the DOJ and SEC, entered on September 24, 2012.  The settlement concluded an investigation covering company operations in Asia, Africa, Eastern Europe, and the Middle East.  As part of its settlement with the DOJ, TIL entered a non-prosecution agreement.  TIL agreed to pay a $13.68 million criminal penalty, which reflects a 20% reduction from the low end of the applicable U.S. Sentencing Guidelines fine range, based on the company’s voluntary disclosure, cooperation, internal investigation and compliance review, and significant remediation efforts.  Separately TIL subsidiary Tyco Valves & Controls Middle East, Inc. (“TVC-ME”) pled guilty to conspiracy to violate the FCPA and was sentenced to pay a $2.1 million penalty.  However, the $2.1 million criminal penalty imposed on TVC-ME will be deducted from TIL’s $13.68 million fine.  TIL also entered a consent judgment with the SEC and agreed to pay $13.13 million in disgorgement of profits and pre-judgment interest.  As part of this complex matter, Willkie coordinated the representation of three publicly-traded companies spun off from the original parent, adding a unique layer of complexity to this matter.  The matter involved conduct that occurred before and after the spin-off.  In parallel with the investigation, Willkie developed improved compliance programs, counseled on enhancements to internal controls, and advised on various divestitures and acquisitions.

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Mergers & Acquisitions, Joint Ventures and Other Business Combinations

  • 3i/GIF: Advised 3i in its €77 million investment in Gesellschaft für Industrieforschung mbH (GIF), a leading international specialist in transmission testing.

    Ardian/Schleich: Represented Ardian in its acquisition of German toy manufacturer Schleich from European private equity investor HgCapital.

    Ardian/SLV: Represented Ardian in its agreement to acquire SLV, a provider of lighting fixtures for residential and commercial space, from Cinven.

    Buckingham Capital Partners LLC: Represented Buckingham Capital Partners, a NYC-based private investment firm specializing in leveraged buyouts of U.S.-based, lower middle market companies in several transactions, including:

    • financing of its leveraged buyouts of the automation division of Remmele Engineering, CPAC, Inc./The Fuller Brush Company, Isochem Inc. (VanDeMark Chemical) and refinancings of acquisition facilities for Trantech Radiator Products, Process Equipment and Rostra Tool.

    Dexter Axle Company/AL-KO VT: Represented Dexter Axle Company, a portfolio company of The Sterling Group, on its acquisition of AL-KO Vehicle Technology from AL-KO Kober SE.

    Electra Investment Trust plc/Steinway Musical Properties: Represented London-based Electra in connection with its private equity investment in Steinway Musical Properties.

    FFL/C.H.I. Overhead/KKR: Represented San Francisco-based private equity firm Friedman Fleischer & Lowe LLC in the sale of C.H.I. Overhead Doors, a North American manufacturer of residential and commercial garage doors, to global private equity from KKR.

    Fonds Stratégique d’Investissement (FSI)/AD Industrie: Advised FSI, the private equity and venture capital arm of Caisse des Dépôts et Consignations, on its €10 million investment, together with General Electric’s investment arm GE Capital Equity, in Paris-based AD Industrie, a specialized mechanical engineering and hydraulics company.

    GEA Group/Heat Exchangers: GEA Group’s management team in the €1.3 billion sale of the company’s Heat Exchangers segment to funds advised by European private equity firm Triton.

    Geiger Brickel/Herman Miller, Inc.: Represented John Geiger, founder and president of wood furniture manufacturer Geiger Brickel, in the sale of Geiger to Herman Miller, which paid for the acquisition by issuing 1,325,737 shares to Geiger shareholders along with $5 million in cash. 

    GrafTech International Ltd.: Represented GrafTech International, a leading graphite materials producer,  in its agreement to be acquired by an affiliate of Brookfield Asset Management Inc. , a global alternative asset manager, for approximately $700 million. 

    IK Investment Partners/Lucas Meyer/IFF: Represented IK Investment Partners in its deal to sell Lucas Meyer Cosmetics, the Canadian suppler of ingredients for the beauty industry (and a unit of the Unipex Group), to New York-based  International Flavors & Fragrances Inc, for €283 million.

    IK Investment Partners/Sport Group: Represented IK Investment Partners in the sale of Sport Group, a worldwide market leader in outdoor sport and recreational surface systems.

    Mueller Industries, Inc.: Advised Mueller Industries, Inc. in its repurchase of 10,422,859 shares of Mueller common stock owned by Leucadia National Corporation at a negotiated price per share of $41.00, for an aggregate purchase price of $427,337,219.  The repurchased shares equate to approximately 27.2 percent of Mueller’s common shares outstanding immediately prior to the repurchase transaction and constitute Leucadia’s entire ownership stake in Mueller.  The repurchase was approved by Mueller’s Board of Directors following the recommendation of the directors not affiliated with Leucadia and was funded using a combination of the Company’s available cash on hand and borrowings under the Company’s existing credit facility.  Headquartered in Memphis, Tennessee, Mueller is a leading manufacturer of plumbing, HVAC, refrigeration and industrial products. Willkie previously represented Mueller in regulatory matters relating to its $92 million merger with North Carolina-based Halstead, a leading company in the copper tubing industry.

    Mueller Industries & Atlas Holdings/Tecumseh Products: We represented Mueller Industries, Inc. and Atlas Holdings LLC in an agreement by MA Industrial JV LLC (a Delaware limited liability company in which Mueller Industries and affiliates of Atlas Holdings each own 50%) to acquire Tecumseh Products Company for approximately $123 million.

    NXMH/Stokke SA:  Represented NXMH, a Belgium-based investment company wholly owned by South Korea’s NXC Corporation, on its acquisition of  Stokke AS, a Norwegian children’s furniture manufacturer. 

    PAI partners/ADB: Advised PAI partners, one of Europe’s most established private equity firms, on the acquisition of ADB, the world’s leading airfield lighting technology company, from Montagu Private Equity.

    PAI partners/IPH: Advised PAI partners, one of Europe’s most established private equity firms, in its acquisition of IPH, the French leader in industrial supply distribution, from Investcorp. 

    PAI partners/SPIE: Represented PAI, one of Europe’s most established private equity firms, in multiple transactions with SPIE, the European leader in electrical and mechanical engineering and HVAC services and energy and communications systems, including its €2.1 billion disposition of SPIE to a consortium led by Clayton, Dubilier & Rice together with AXA Private Equity and Caisse de dépôt et placement du Québec.

    Safe Fleet/Elkhart Brass Manufacturing Company, Inc.: Advised Safe Fleet, a portfolio company of Sterling Group, in its acquisition of Elkhart Brass Manufacturing Company, Inc., a 113-year old industry-leading manufacturer of firefighting and fire protection equipment.

    SLV/Cinven: Advised the management team of SLV, the Germany-based innovative indoor/outdoor lighting products and systems provider, on its acquisition by European buyout firm Cinven from HgCapital.

    The Sterling Group/Liqui-Box Corporation: Represented The Sterling Group in its leveraged buyout of Liqui-Box, a leading supplier of bag-in-box flexible packaging, from Du Pont.

    The Sterling Group/Process Barron: Represented Houston-based private equity firm The Sterling Group in its acquisition of Process Equipment, Inc. (Process Barron), a leading provider of custom turn-key air and material handling solutions to a variety of industries.

    The Sterling Group/Safe Fleet/Hadley’s Transit Mirror: Represented Safe Fleet, a portfolio company of The Sterling Group, in its acquisition of the transit mirror product line for buses, shuttles and coaches from Hadley.

    Warburg Pincus: Advised the New York-based, globally integrated private equity investor in the following manufacturing-related acquisitions:

    • Total Safety: Represented an affiliate of Warburg Pincus in its acquisition of all of the outstanding equity interests of Total Safety in a leveraged buyout. Total Safety, headquartered in Houston, Texas and with more than 70 locations worldwide, is a leading global provider of integrated industrial safety services, strategies and equipment necessary to keep workers, facilities and the environment safe.

    Weber Hydraulik GmbH/Hyco International Inc.: Advised Weber, a Germany-based international provider of customized hydraulic drive and control engineering solutions, on its acquisition of U.S.-based Hyco from U.S. financial investor Centre Partners Management LLC.

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Other Significant Matters

  • Major Manufacturer:  Handled internal investigations into customs and government permitting issues in Latin America and Asia for a major U.S.-based manufacturer.  Willkie has also  helped the company bolster its compliance efforts, including helping the company launch FCPA-specific audits of its manufacturing and distribution operations in foreign countries around the world.  Willkie continues to advise the company on these issues.  Willkie is also currently conducting anticorruption investigations and providing compliance advice to several other manufacturers in countries around the world.

    NL Industries: Represented Texas-based NL Industries, one of America’s largest manufacturers of titanium dioxide pigments, which are used to brighten and add opacity to paints, plastics, paper, textile dyes and ceramic glazes.

    Patriarch Partners: Provided senior executive representation for Patriarch, a private equity firm specializing in the takeover of distressed manufacturers.

    Rockwell Automation: Represented Rockwell Automation, a leading industrial technology company, in settling FCPA-related charges from the SEC and paying approximately $2.8 million in disgorgement, penalties and interest. We obtained a declination from the DOJ in Rockwell’s parallel criminal investigation.

    Water Asset Management LLC/Insituform Technologies, Inc.: Represented Water Asset Management in a proxy contest resulting in the election of its nominee to the board of Insituform, a leading worldwide provider of cured-in-place pipe (CIPP) and other technologies and services for the rehabilitation of sewer, drinking water, energy and mining pipeline systems.

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