Aptiv’s $650 Million Acquisition of Winchester


Simpson Thacher is representing Snow Phipps Group and Winchester Interconnect Corporation in the proposed sale of Winchester for $650 million to Aptiv PLC.

The transaction is subject to regulatory approval and other customary closing conditions and is expected to close by the end of 2018.

Based in the United States, Winchester is a leading provider of custom engineered interconnect solutions for harsh environment applications. For over 75 years, Winchester has delivered mission-critical interconnect solutions for high cost-of-failure applications across a broad range of industries, including aerospace and defense, semiconductor, industrial automation and medical. With approximately $250 million in revenue, Winchester has a strong track record of profitable growth, a testament to the quality of the company’s innovative portfolio of branded products.

Aptiv is a global technology company that develops safer, greener and more connected solutions enabling the future of mobility. Headquartered in Dublin, Aptiv has 147,000 employees and operates 14 technical centers, as well as manufacturing sites and customer support centers in 45 countries.

Snow Phipps is a private equity firm focused on lower middle-market control investments with $2.4 billion of total capital commitments raised since its founding in 2005. Snow Phipps generally focuses on companies in attractive sub-sectors across the Industrials, Services and Consumer industries.

The Simpson Thacher team includes Mark Pflug (Picture), Jeff Levine, Joseph Bishop-Boros and Anthony Gin (M&A); Gary Mandel, Sophie Staples and Bill Smolinski (Tax); James Cross and Ed Bersuder (Banking & Credit); Larry Moss (ECEB); Peter Guryan, Kelly Karapetyan, Ellen Frye and William Kearney (Antitrust); Lori Lesser and Amber Harezlak (IP); and Krista McManus and Dennis Loiacono (Real Estate). Summer Associates Jae Hong and Silvia Peng also provided valuable assistance.

Davis Polk is advising Aptiv PLC with a team including Brian Wolfe and associate Elyka A. Anvari. Partner Michael Mollerus is providing tax advice. Partner Kyoko Takahashi Lin and associate Joseph S. Brown are providing executive compensation advice. Partner Howard Shelanski is providing antitrust and competition advice. Partner John B. Reynolds III is providing compliance advice. Counsel Betty Moy Huber is providing environmental advice. Partner Pritesh P. Shah is providing intellectual property and technology advice. Partner Michael Kaplan is providing corporate advice.

Involved fees earner: Brian Wolfe – Davis Polk & Wardwell; Elyka Anvari – Davis Polk & Wardwell; Michael Kaplan – Davis Polk & Wardwell; Kyoko Takahashi Lin – Davis Polk & Wardwell; Joseph Brown – Davis Polk & Wardwell; Howard Shelanski – Davis Polk & Wardwell; John Reynolds – Davis Polk & Wardwell; Betty Moy Huber – Davis Polk & Wardwell; Pritesh P. Shah – Davis Polk & Wardwell; Michael Mollerus – Davis Polk & Wardwell; Mark Pflug – Simpson Thacher & Bartlett; Jeffrey Levine – Simpson Thacher & Bartlett; Joseph Bishop-Boros – Simpson Thacher & Bartlett; Anthony Gin – Simpson Thacher & Bartlett; Gary Mandel – Simpson Thacher & Bartlett; Sophie Staples – Simpson Thacher & Bartlett; William Smolinski – Simpson Thacher & Bartlett; James Cross – Simpson Thacher & Bartlett; Edward Bersuder – Simpson Thacher & Bartlett; Laurence Moss – Simpson Thacher & Bartlett; Peter Guryan – Simpson Thacher & Bartlett; Kelly Karapetyan – Simpson Thacher & Bartlett; Ellen Frye – Simpson Thacher & Bartlett; William Kearney – Simpson Thacher & Bartlett; Lori Lesser – Simpson Thacher & Bartlett; Amber Harezlak – Simpson Thacher & Bartlett; Krista McManus – Simpson Thacher & Bartlett; Dennis Loiacono – Simpson Thacher & Bartlett;

Law Firms: Davis Polk & Wardwell; Simpson Thacher & Bartlett;

Clients: Snow Phipps Group, LLC; Winchester Interconnect Corporation; Aptiv PLC;

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Author: Michael Patrini