Simpson Thacher advised Morgan Stanley & Co. LLC, as financial advisor to Welbilt in the transaction. White & Case LLP and PwC have advised Ali Group S.r.l. and Ali Group North America. Latham & Watkins and Maisto e Associati advised the banks.
Ali Holding S.r.l., one of the largest and most diversified global leaders in the foodservice equipment industry, and Welbilt, Inc.has announced that they have entered into a definitive merger agreement under which Ali Group will acquire Welbilt in an all-cash transaction for $24.00 per share, or approximately $3.5 billion in aggregate equity value and $4.8 billion in enterprise value.
The merger agreement has been unanimously approved by the boards of directors of both companies.
Welbilt provides the world’s top chefs, premier chain operators and growing independents with industry-leading equipment and solutions.
The financing is being arranged by Goldman Sachs International and Mediobanca.
The financing combined both US and European structures and USD and Euro sources. It includes a US$2.25 billion term Loan B financing, a US$1.25 billion Euro-equivalent term Loan A financing, a US$750 million asset sale bridge financing and a US$250 million revolving credit facility.
The Simpson Thacher team included Caroline Gottschalk (Picture) and Jess Yoon (M&A).
The White & Case team that advised on US, UK and Italian finance matters was led by partners Michael Immordino (Milan and London), Justin Wagstaff (New York), Martin Forbes (London) and Iacopo Canino (Milan), with support from associates Bianca Caruso (Milan), Shaheen Karolia (New York) and Forrest Brown (Houston), and lawyer Luca Misseroni (Milan). White & Case partner David Dreier (New York) advised on US tax matters.
Latham & Watkins advised Goldman Sachs International and Mediobanca with a cross-border team led by partners Jeff Lawlis and Marcello Bragliani, Alfred Xue and Ross Anderson, assisted by counsel Paik Seung-Ju and associates Erika Brini Raimondi and Patrick Rosand.
Maisto e Associati also advised the banks with a team led by partners Mauro Messi and Stefano Tellarini, assisted by associate Irene Sarzi Sartori.
Involved fees earner: Ross Anderson – Latham & Watkins; Marcello Bragliani – Latham & Watkins; Erika Brini Raimondi – Latham & Watkins; Jeffrey Lawlis – Latham & Watkins; Patrick Rosand – Latham & Watkins; Paik Seung-Ju – Latham & Watkins; Alfred Xue – Latham & Watkins; Mauro Messi – Maisto & Associati; Irene Sarzi – Maisto & Associati; Stefano Tellarini – Maisto & Associati; Caroline Gottschalk – Simpson Thacher & Bartlett; Jess JuYoung Yoon – Simpson Thacher & Bartlett; Forrest Brown – White & Case; Iacopo Canino – White & Case; Bianca Caruso – White & Case; David Dreier – White & Case; Martin Forbes – White & Case; Michael Immordino – White & Case; Shaheen Karolia – White & Case; Luca Misseroni – White & Case; Justin Wagstaff – White & Case;