The Jordan Company’s $650 Million Acquisition of PQ Group’s Performance Materials

Ropes & Gray LLP served as legal counsel to PQ, while Kirkland & Ellis LLP served as legal counsel for TJC.

PQ Group Holdings Inc. (NYSE:PQG), a leading integrated and innovative global provider of specialty catalysts, materials and chemicals and services, entered into a definitive agreement to sell its Performance Materials business for a purchase price of $650 million to an affiliate of The Jordan Company, L.P. (“TJC”), a U.S. middle-market private equity firm that was founded in 1982.

The company expects to use after tax cash proceeds from the sale of its Performance Materials business, along with a portion of existing cash balances, to reduce debt by approximately $460 million while also allocating up to $250 million, or $1.84 per share, to a planned special dividend to shareholders that is subject to board approval and declaration.

The sale of Performance Materials is anticipated to close by the end of 2020, subject to regulatory approvals and customary closing conditions.

Goldman Sachs & Co., LLC and Harris Williams LLC served as financial advisor to PQ.

The Ropes & Gray team that represented PQ Group Holdings was led by private equity partner David Blittner (New York; Picture), and included private equity partners Jay Kim and Garrett Charon(both of New York), tax partner Benjamin Rogers (San Francisco) and benefits partner Renata Ferrari (Boston).

The Kirkland & Ellis team advising TJC was led by transactional partners Andrew Arons and Megan Spelman and associates Micah Kantrowitz and Philippe Simard, technology & IP transactions partner Mattew Lovell and associate Imani Lee, tax partners Jared Rusman and Scott Fryman, debt finance partners Jason Kanner and Rachel Gray and associate Bradley Cho, employee benefits partner Melissa Grim and associate Chris Chase, executive compensation partner Michael Krasnovsky and associates Laura Gallo and Bryan Belok, labor and employment partners Michael Schulman and Sydney Jones, environmental transactions partner Toby Chun and associate Michelle Sliwinski, antitrust partner Paula Riedel and associate Arjun Chandran, M&A clearance director Kurt Wunderlich, government contracts partner Boyd Greene, litigation partner Nick Niles, and international trade and national security partner Daniel Gerkin.

Involved fees earner: Andrew Arons – Kirkland & Ellis; Bryan Belok – Kirkland & Ellis; Arjun Chandran – Kirkland & Ellis; Chris Chase – Kirkland & Ellis; Bradley Cho – Kirkland & Ellis; Toby Chun – Kirkland & Ellis; Scott Fryman – Kirkland & Ellis; Laura Gallo – Kirkland & Ellis; Daniel Gerkin – Kirkland & Ellis; Rachel Gray – Kirkland & Ellis; Boyd Greene – Kirkland & Ellis; Melissa Grim – Kirkland & Ellis; Sydney Jones – Kirkland & Ellis; Jason Kanner – Kirkland & Ellis; Micah Kantrowitz – Kirkland & Ellis; Michael Krasnovsky – Kirkland & Ellis; Imani Lee – Kirkland & Ellis; Matthew Lovell – Kirkland & Ellis; Nick Niles – Kirkland & Ellis; Paula Riedel – Kirkland & Ellis; Jared Rusman – Kirkland & Ellis; Michael Schulman – Kirkland & Ellis; Philippe Simard – Kirkland & Ellis; Michelle Sliwinski – Kirkland & Ellis; Megan Ward Spelman – Kirkland & Ellis; Kurt Wunderlich – Kirkland & Ellis; David Blittner – Ropes & Gray; Garrett Charon – Ropes & Gray; Renata Ferrari – Ropes & Gray; Jay Kim – Ropes & Gray; Benjamin Rogers – Ropes & Gray;

Law Firms: Kirkland & Ellis; Ropes & Gray;

Clients: PQ Group Holdings; The Jordan Company (TJC);

Author: Ambrogio Visconti