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
Bpifrance: Advised Bpifrance in connection with Vallourec’s €1 billion equity fundraising.
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.
Tronox Limited: Represented Tronox Limited on the financing-related components of its acquisition of Cristal’s titanium dioxide business for $1.673 billion in cash and stock.
IVY Group/NAKAN: Represented OpenGate Capital on the contemplated sale of NAKAN, a global PVC compounding solutions business headquartered in France to Westlake Chemical Corporation.
Schmolz + Bickenbach/Asco Industries: Represented Schmolz + Bickenbach in its successful bid to takeover Asco Industries.
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.
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.
Alleghany Capital Corporation/W&W|AFCO Steel: Represented Alleghany Capital Corporation in its acquisition of a majority stake in W&W|AFCO Steel, one of the largest structural steel fabrication and erection companies in North America.
Alleghany Capital Corporation/W&W|AFCO Steel/Hirschfeld Industries: Represented W&W|AFCO Steel in its acquisition of Texas-based steel producer Hirschfeld Industries.
American Railcar Industries/ITE Management/Greenbrier Companies: Represented leading railcar manufacturer American Railcar Industries, Inc. in the $430 million sale of its manufacturing business to Greenbrier Companies, Inc. by ITE Management L.P.
Atlas Holdings/ Crown Paper Group: Represented Atlas Holdings in its acquisition of Crown Paper Group, a leading West Coast paper and packaging company.
Atlas Holdings/International Wire Group Holdings: Represented Atlas Holdings in its acquisition of wire manufacturer and marketer International Wire Group Holdings.
BBS Automation/ReaLead/Team/ANT: Represented 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/Seuffer/AST (Advanced Sensor Technologies) International: Represented Blantyre Capital in its acquisition of Seuffer’s assets to form AST International.
Curtis Instruments/Kohler Co.: We represented Curtis Instruments in its sale to Kohler Co.
CVC/Bosch Packaging Technology Business Unit: Represented CVC Capital Partners on the acquisition of Bosch's packaging technology business unit, one of the leading suppliers of process and packaging technology.
Eads Distribution/FCX Performance: Represented Eads Distribution, LLC, a portfolio company of the CapStreet Group, in the sale of Eads, a leading manufacturer and provider of engineered products and solutions to the chemical, petrochemical, refining, power, packaging and general industrial markets, to FCX Performance, a portfolio company of Harvest Partners.
EQT Mid Market Europe/BBS Automation: Represented 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.
Gainline Capital Partners/Southern Motion: Represented Gainline Capital Partners LP in an agreement for funds managed by Gainline to acquire upholstered furniture manufacturer Southern Motion, Inc.
Hub Promotional Group/Evans Manufacturing: Represented Hub Promotional Group (HPG), a portfolio company of Tenex Capital Management, in its acquisition of Evans Manufacturing.
IK Investment/Bretèche Industrie Group: Advised IK Investment Partners in its acquisition of Bretèche Industrie Group, a leading global manufacturer of industrial equipment for the production of food, pharmaceutical, and cosmetic products, from Equistone Partners and Céréa Capital.
IK Partners/Exxelia: Represented IK Partners in its sale of Exxelia, a leading designer and manufacturer of complex passive electronic components.
IK Investment Partners/Exxelia/HLD Europe: Advised 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.
Insight Partner/Aptean: Represented Insight Partners on its investment in Aptean, a leading provider of enterprise resource planning and supply chain software.
ITE Management/American Railcar: Represented ITE Management in its acquisition of American Railcar Industries from Icahn Enterprises in a transaction valued at approximately $1.75 billion.
Keyfactor/Insight Partners/PrimeKey: Represented Keyfactor, an Insight Partners portfolio company, in its merger with PrimeKey under the Keyfactor brand.
Lakeside Book Company/Atlas Holdings/Phoenix Color Corp.: Represented Lakeside Book Company, an Atlas Holdings platform company, in its acquisition of Phoenix Color Corp.
Marcal Paper/von Drehle Corporation: Represented Marcal Paper, a portfolio company of Atlas Holdings, in its acquisition of von Drehle Corporation business.
Mueller Industries/ATCO Rubber Products: Represented Mueller Industries in its $162.8 million acquisition of ATCO Rubber Products.
OpenGate Capital/Saint-Gobain: Represented OpenGate Capital on the acquisition of the silicon carbide division of Saint-Gobain.
PAI Partners/IPH/Advent: Represented PAI Partners in its deal to sell IPH, a European industrial supplies distributor, to Advent International.
PAI Partners/StellaGroup:Represented PAI Partners in its 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/StellaGroup/CRH: Represented PAI Partners, the owners of StellaGroup, in StellaGroup’s acquisition of the shutters & awnings platform of CRH.
Platinum Equity/Imerys' High Temperature Solutions: Represented Platinum Equity in the financing of its acquisition of Imerys’ High Temperature Solutions business.
Precinmac Precision Machining/Viper Northwest/Shields Manufacturing: Represented 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.
Safe Fleet/Oak Hill Capital Partners: Represented Safe Fleet in its sale to Oak Hill Capital Partners.
STARK Deutschland/Melle Gallhöfer/palero: Represented 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/Erasteel: Advised Syntagma Capital in its acquisition of Erasteel.
Syntagma Capital/Imerys: Represented Syntagma Capital in exclusive negotiations to acquire certain Imerys assets serving the paper markets.
Tailwind Acquisition Corp./NUBURU, Inc.: Advised Tailwind Acquisition Corp. in its merger with NUBURU, Inc., a leading manufacturer of industrial blue laser technology.
The Sterling Group/L&S Mechanical: Represented The Sterling Group, L.P. in its acquisition of L&S Mechanical, LLC, a leading provider of turnkey plumbing, HVAC and electrical installation services in Texas.
The Sterling Group/Polychem Corporation: Represented The Sterling Group in its acquisition of Polychem Corporation, a leader in the securement packaging industry.
The Sterling Group/Process Barron: Represented The Sterling Group in its acquisition of Process Barron, a leading provider of custom turn-key air and material handling solutions to a variety of industries. Also represented The Sterling Group and Process Barron in the sale of Process Barron to funds managed by Carousel Capital.
The Sterling Group/Time Manufacturing/H.I.G. Capital: Represented 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 Company/Aspen Aerials: Represented Time Manufacturing Company, a portfolio company of The Sterling Group, in its acquisition of Aspen Aerials, Inc.
Time Manufacturing/BrandFX: Represented Time Manufacturing Company/Versalift, a portfolio company of The Sterling Group, in its acquisition of market-leading composite service body manufacturer BrandFX Holdings, LLC.
Time Manufacturing/Sterling Group/Ruthmann Group: Represented Time Manufacturing, a portfolio company of the Sterling Group, in the acquisition of the Ruthmann Group, a manufacturer of aerial work platforms in Germany and Italy.
Truelink Capital/Trulite Glass & Aluminum Solutions: Represented Truelink Capital in its acquisition of Trulite Glass & Aluminum Solutions, one of North America's largest architectural glass and aluminum fabricators.
Varroc Engineering Ltd./Plastic Omnium: Advised Varroc Engineering Ltd. in its €600 million sale of Varroc Lighting Systems to Plastic Omnium.
Vilmorin & Cie/Sursem, Geneze/Pampa Capital: Represented 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.
Warburg Pincus/Extant Components/TransDigm Group: Represented Extant Components Group Holdings, a portfolio company of Warburg Pincus that specializes in supporting Original Equipment Manufacturers (OEMs), on the sale of Extant to TransDigm Group for $525 million.
Weener Plastics/3i Group/Proenfar: Represented 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.
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.
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.