We have broad-based experience in the manufacturing and engineering sectors, both in the United States and abroad. Our clients include large manufacturing conglomerates, other manufacturing outfits, and 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.
Experience
- Represented lenders in connection with debt financing for New Mountain Capital’s majority investment in Consor Engineers, a leading North American transportation and water infrastructure consulting firm.
- Xerox Holdings Corporation in the concurrent offerings of $350 million of convertible senior notes and $500 million of senior notes and a related tender offer.
- Platinum Equity as debt structuring counsel in its acquisition of a co-controlling stake in US LBM, a leading distributor of specialty building materials in the U.S.
- Bpifrance in connection with Vallourec’s €1 billion equity fundraising and its €800 million capital increase.
- Tronox Limited in a $2.15 billion term loan facility and a $550 million asset-based revolving credit facility, together with a senior notes offering.
- Tronox Limited in the financing-related components of its acquisition of Cristal’s titanium dioxide business for $1.673 billion in cash and stock.
- Established an ADR program for Denison Hydraulics, a Marysville, Ohio-based designer and manufacturer of highly engineered hydraulic components and fluid power systems.
- 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.
- Representing General Electric, Inc., an 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.
- 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.
- Represented a leading manufacturer of electronic toothbrushes in asserting its patents involving sonic toothbrush technology against competitors.
- 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.
- Advised Tyco International, Ltd. (TIL), a multinational manufacturing conglomerate, in 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.
- 3i Group on the sale of its stake in Weener Plastics to Silgan Holdings for an enterprise value of €838 million.
- American Railcar Industries, Inc., a leading railcar manufacturer, in the $430 million sale of its manufacturing business to Greenbrier Companies, Inc. by ITE Management L.P.
- Atlas Holdings in the following transactions:
- its acquisition of Crown Paper Group, a leading West Coast paper and packaging company.
- its acquisition of Permasteelisa, a global contractor in the engineering, manufacturing and installation of advanced building facades, architectural envelopes and interiors, from LIXIL Group.
- its acquisition of wire manufacturer and marketer International Wire Group Holdings.
- its sale of a majority stake in International Wire Group Holdings to Olympus Partners.
- BBS Automation, a leading developer of automation solutions, in its acquisitions of China-based ReaLead, Italy-based Team S.r.l. and Poland-based ANT Sp. z.o.o.
- Blantyre Capital in its acquisition of Seuffer’s assets to form AST (Advanced Sensor Technologies) International.
- BMO Sponsor Finance in financing for Sterling Investment Partners’ investment in Banner Industries, a producer and distributor of high purity and industrial flow components.
- BMO Sponsor Finance on the financing of the acquisition of Technicorp International II by Astor Place Holdings.
- The sellers and Solaris Bus & Coach, a European manufacturer of public transportation vehicles, in its acquisition by multinational transportation group CAF.
- Compass Partners Capital in its acquisition of PRL, Inc., a leading manufacturer of high-tech alloy castings.
- Curtis Instruments in its sale to Kohler Co. CVC Capital Partners on the acquisition of Bosch's packaging technology business unit, one of the leading suppliers of process and packaging technology.
- Dubin Clark on the sale of its portfolio company United Safety & Survivability Corporation to Cogenuity Partners.
- EQT Mid Market Europe in its acquisition of BBS Automation, a provider of flexible and high-quality automation solutions for complex manufacturing and testing processes.
- Expofaro, a leading Colombian manufacturing company, on the sale of certain assets to Levi Strauss Colombia S.A.S.
- Extant Components Group Holdings, a portfolio company of private equity firm Warburg Pincus that specializes in supporting Original Equipment Manufacturers (OEMs), on the sale of Extant to TransDigm Group for $525 million.
- FFL Partners and Icynene-Lapolla, a leading North American manufacturer and distributor of spray polyurethane foam (SPF) insulation systems, in the $350 million acquisition of Icynene-Lapolla by Huntsman Corporation.
- Financing counsel to Platinum Equity in its acquisition of a majority stake in The Cook & Boardman Group from Littlejohn & Co., LLC.
- Gainline Capital Partners on its acquisition of M&M International, a leading manufacturer of precision-engineered stainless-steel tubing for medical device applications.
- Highline Aftermarket, a subsidiary of The Sterling Group, in its acquisition of Plews Retail, an automotive designer, manufacturer and distributor.
- Hub Promotional Group (HPG), a portfolio company of Tenex Capital Management, in its acquisition of Evans Manufacturing.
- IK Partners in its sale of Exxelia, a leading designer and manufacturer of complex passive electronic components, to HEICO.
- IK Investment Partners in its agreement to sell Exxelia, the European leader in the manufacturing of high reliability passive components and electromechanical systems, to HLD Europe.
- IK Partners on its acquisition of a minority stake in A-SAFE, a leading manufacturer and distributor of industrial polymer safety barrier systems
- Insight Partners in its investment in Aptean, a leading provider of enterprise resource planning and supply chain software.
- Insight Partners in its lead Series A investment in MARKT-PILOT, a provider of spare part pricing software for machine manufacturers.
- Invesco Senior Secured Management, Inc. in financing for One Equity Partners’ carve-out acquisition of Associated Spring, an engineered spring and precision components manufacturer, from Barnes Group Inc. (NYSE: B).
- Irenic Capital Management in the $5.2 billion take-private acquisition, alongside Apollo Global Management, of Arconic Corporation.
- ITE Management in its acquisition of American Railcar Industries from Icahn Enterprises in a transaction valued at approximately $1.75 billion.
- Lakeside Book Company, an Atlas Holdings platform company, in its acquisition of Phoenix Color Corp.
- Lakeside Book Company in its acquisition of Marquis Book Printing, Inc.
- Lenders on the debt financing for Sentinel Capital Partners’ acquisition of NSI Industries
- Marcal Paper, a portfolio company of Atlas Holdings, in its acquisition of von Drehle Corporation business.
- Microporous and its majority shareholder in the sale of Microporous, a leading manufacturer of lead-acid battery separators, to Trent Capital Partners, a minority investor therein.
- Mueller Industries in its $162.8 million acquisition of ATCO Rubber Products.
- Mueller Industries, Inc. (NYSE: MLI) in its acquisition of Nehring Electrical Works Company.
- Oak Nation, a subsidiary of the Charlois Group, in the acquisition of Kelvin Cooperage, a Kentucky-based company specializing in the production of high-end bourbon barrels.
- OpenGate Capital on its sale of portfolio company Fiven, a leading producer of silicon carbide, to Kymera International, a portfolio company of Palladium Equity Partners.
- OpenGate Capital on the acquisition of the silicon carbide division of Saint-Gobain.
- PAI Partners in its agreement to acquisition of StellaGroup, a market leader in the production of doors, gates, shutters and enclosures for industrial and residential buildings in France, from ICG.
- PAI Partners, the owners of StellaGroup, in StellaGroup’s acquisition of the shutters & awnings platform of CRH.
- Platinum Equity in the financing of its acquisition of Imerys’ High Temperature Solutions business.
- Platinum Equity in the financing of its acquisition of Kohler Energy.
- Precinmac Precision Machining, a manufacturer of high-precision machined components and assemblies in the aerospace and defense, semiconductor, and industrials sectors, in its acquisitions of Viper Northwest, Inc. and Shields Manufacturing, Inc.
- Resideo Technologies in its sale of Genesis Cable to Southwire Company.
- Safe Fleet in its sale to Oak Hill Capital Partners.
- Sagard in its acquisition of Sterimed, a leading manufacturer of sterile packaging for the pharmaceutical industry, from Meeschaert Capital Partners.
- STARK Deutschland GmbH in its agreement to acquire Melle Gallhöfer, a leading German specialist dealer for roofs and facades, from private equity fund palero.
- Syntagma Capital in exclusive negotiations to acquire certain Imerys assets serving the paper markets.
- Syntagma Capital in its acquisition of Lennox International’s European commercial HVAC and refrigeration businesses.
- Tailwind Acquisition Corp. in its merger with NUBURU, Inc., a leading manufacturer of industrial blue laser technology.
- The Sterling Group in the following transactions:
- its acquisition of L&S Mechanical, LLC, a leading provider of turnkey plumbing, HVAC and electrical installation services in Texas.
- its acquisition of Polychem Corporation, a leader in the securement packaging industry.
- The Sterling Group and Process Barron in the sale of Process Barron to funds managed by Carousel Capital.
- The Sterling Group and portfolio company Time Manufacturing, a global manufacturer of vehicle mounted aerial lifts, in the sale of Time Manufacturing to H.I.G. Capital.
- Time Manufacturing, a portfolio company of The Sterling Group, in the following transactions:
- its acquisition of the Ruthmann Group, a manufacturer of aerial work platforms in Germany and Italy.
- its acquisition of market-leading composite service body manufacturer BrandFX Holdings, LLC.
- its acquisition of Aspen Aerials, Inc.
- TradePending, a portfolio company of The CapStreet Group, in its acquisition of SnapCell, Inc., a provider of interactive video, email and text messaging marketing solutions to automobile and specialty dealerships.
- Trive Capital, a Dallas-based private equity firm, on its investment in Independent Forgings and Alloys (IFA).
- Truelink Capital in its acquisition of Trulite Glass & Aluminum Solutions, one of North America’s largest architectural glass and aluminum fabricators.
- Turnspire Capital Partners LLC on its acquisition of GHP Group Inc., a leading manufacturer of consumer outdoor living and indoor heating products.
- Turnspire Capital Partners LLC in its acquisition of Swanson Industries, a leading provider of mining equipment, hydraulic cylinders, and related industrial equipment.
- Varroc Engineering Ltd. in its €600 million sale of Varroc Lighting Systems to Plastic Omnium.
- Vilmorin & Cie, one of the world’s leading seed companies, in its acquisition of two independent South American seed companies, Sursem (Argentina) and Geneze (Brazil) from Pampa Capital.
- Weener Plastics Group, a leading manufacturer of innovative plastic packaging products for consumer goods companies, and 3i being invested in Weener, in Weener’s acquisition of Proenfar, a Colombia-based manufacturer of pharmaceutical and cosmetics plastic packaging solutions for the Latin American market.
- Wendel on the sale of Constantia Flexibles to One Rock Capital Partners.
- W&W|AFCO Steel in its acquisition of Texas-based steel producer Hirschfeld Industries.
- 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.
- 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.
- Provided senior executive representation for Patriarch, a private equity firm specializing in the takeover of distressed manufacturers.
- 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.
- OpenGate Capital in the sale of NAKAN, a global PVC compounding solutions business headquartered in France to Westlake Chemical Corporation.
- Schmolz + Bickenbach in its successful bid to takeover Asco Industries.