Manufacturing & 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 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.

Banking and Capital Markets

  • 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. 

    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.

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

    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.

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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.

    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. 

    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.

    Schmolz + Bickenbach/Asco Industries: Represented Schmolz + Bickenbach in its successful bid to takeover Asco Industries.  

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  • 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.

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Mergers & Acquisitions, Joint Ventures and Other Business Combinations

  • 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.

    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.

    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.

    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.

    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.

    dormakaba Group/Stanley Black & Decker: Represented dormakaba Group, as U.S. counsel, in its $725 million acquisition of Stanley Black & Decker’s Mechanical Security businesses.

    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.  

    FFL/C.H.I. Overhead/KKR: Represented FFL Partners 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.

    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. (2017)

    GEA Group/Heat Exchangers: Represented 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.

    GrafTech International Ltd./Brookfield Asset Management: 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/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 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.

    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 International Flavors & Fragrances, 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.

    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.

    Mueller Industries/ATCO Rubber Products: Represented Mueller Industries in its $162.8 million acquisition of ATCO Rubber Products. 

    Mueller Industries/Atlas Holdings/Tecumseh Products: Represented Mueller Industries, Inc. and Atlas Holdings LLC in an agreement 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. 

    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.

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

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

    Safe Fleet/Oak Hill Capital Partners: Represented Safe Fleet in its sale to Oak Hill Capital Partners.  

    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.

    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.

    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.  

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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.

    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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