Hearthside Food Solutions, LLC ‘s C$370 Million Acquisition of Weston Foods Ambient Business

Torys and Mayer Brown acted for George Weston Limited on the transaction. Ropes & Gray represented Hearthside Food Solutions.

George Weston Limited has signed a definitive agreement to sell the Weston Foods ambient bakery business to affiliated entities of Hearthside Food Solutions, LLC for aggregate cash consideration of C$370,000,000.

Together with the sale of the fresh and frozen business, announced on October 26, 2021, the sale of the ambient business represents the disposition of George Weston’s entire bakery business, for an aggregate value of C$1.57 billion at a combined multiple of approximately 10x the estimated 2021 EBITDA for the bakery segment. The company expects to return the net proceeds from the transactions to shareholders through share repurchases over time.

George Weston expects to close the transaction before the end of the first quarter of 2022, subject to the receipt of all regulatory approvals, including compliance with the Hart-Scott Rodino Antitrust Improvements Act of 1976, and the satisfaction of other closing conditions customary in transactions of this nature.

The Weston Foods ambient business comprises a leading North American manufacturer, serving retail and foodservice customers with cookies, crackers, cones and wafers in Canada and the United States.

Hearthside Food Solutions is a leading contract manufacturer and producer of baked foods, snacks, nutrition bars, frozen, refrigerated, and fresh sandwiches/entrees as well as a full-service provider of food packaging services for many of the world’s premier brands.

George Weston is a Canadian public company founded in 1882. The company operates through its three reportable operating segments, Loblaw Companies Limited, Choice Properties Real Estate Investment Trust and Weston Foods.

The Torys’ team included Adrienne DiPaolo (Picture), David Forrester, Emily Debono, Pat Chapman, Brody Appotive and Brianna Pioli (corporate/M&A), Ebad Rahman and Shawn Langlois (contracting), Mitch Frazer, Darryl Hiscocks and Brad Tartick (pensions and employment), Andrew Gray (advisory), Molly Reynolds, Ronak Shah and Nic Wall (privacy), Michelle Nelles, Teresa Reguly and Michele Clarizio (IP and regulatory), Michael Fortier (environmental), Tom Zverina (financing), Rose Bailey and Diana Pegoraro (real estate), Dany Assaf, Rebecca Wagner and Ian Li (competition), Corrado Cardarelli, Gwen Watson and Benjamin Mann (tax).

The Mayer Brown team was led by Corporate & Securities partners Marina Aronchik, Bill Kucera, Marc Sperber and included Employment & Benefits partner Debbie Hoffman; Litigation & Dispute Resolution partner Bill Stallings and counsel Meytal McCoy and Kim Leffert; Real Estate Markets partner David Saye and counsel Cory Menees; and Corporate & Securities associates Joshua La Vigne and Laura Buchanan.

The Ropes & Gray team that represented Hearthside Food Solutions was led by private equity partner Bob Rivollier (New York), and includes private equity associate Dee Kuckukulla (New York), benefits partner Joshua Lichtenstein (New York), labor & employment partner Megan Bisk (Boston), litigation & enforcement partners Jonathan Klarfeld (Washington, D.C.) and Ryan Rohlfsen (Chicago), tax partner Adam Greenwood (New York), IP transactions partner Edward Black (Boston), life sciences, regulatory & compliance partner Kellie Combs (Washington D.C.) real estate partner Peter Alpert (Boston), senior real estate attorney Josephine Greaves (Boston), and litigation & enforcement counsel Steven Kaye and Deidre Johnson (both of Boston) and Lee Gayer (New York).

Involved fees earner: Marina Aronchik – Mayer Brown; Laura Buchanan – Mayer Brown; Debra Hoffman – Mayer Brown; William Kucera – Mayer Brown; Joshua La Vigne – Mayer Brown; Kim Leffert – Mayer Brown; Meytal McCoy – Mayer Brown; Cory Menees – Mayer Brown; David Saye – Mayer Brown; Marc Sperber – Mayer Brown; William Stallings – Mayer Brown; Brody Appotive – Torys LLP; Dany Assaf – Torys LLP; Rose Bailey – Torys LLP; Corrado Cardarelli – Torys LLP; Patrick Chapman – Torys LLP; Emily Debono – Torys LLP; Adrienne DiPaolo – Torys LLP; David Forrester – Torys LLP; Michael Fortier – Torys LLP; Mitch Frazer – Torys LLP; Andrew Gray – Torys LLP; Darryl Hiscocks – Torys LLP; Shawn Langlois – Torys LLP; Ian Li – Torys LLP; Benjamin Mann – Torys LLP; Michelle Nelles – Torys LLP; Diana Pegoraro – Torys LLP; Brianna Pioli – Torys LLP; Ebad Rahman – Torys LLP; Teresa Reguly – Torys LLP; Molly Reynolds – Torys LLP; Ronak Shah – Torys LLP; Brad Tartick – Torys LLP; Rebecca Wagner – Torys LLP; Nic Wall – Torys LLP; Gwen Watson – Torys LLP; Tom Zverina – Torys LLP;

Law Firms: Mayer Brown; Ropes & Gray; Torys LLP;

Clients: George Weston Ltd.; Hearthside Food Solutions;

Author: Sonia Carcano