Paul Weiss Rifkind Wharton & Garrison, Jones Day, Watchtell Lipton Rosen & Katz and Macfarlanes have been called in to advise on US food distributor Sysco’s $29bn acquisition of restaurant food warehouse business Jetro Restaurant Depot.
Paul Weiss is serving as legal advisor to Sysco, with Jones Day acting as regulatory counsel. Wachtell is advising Restaurant Depot, with Macfarlanes providing UK legal counsel.
The deal will see Restaurant Depot shareholders receive $21.6bn in cash proceeds and 91.5 million Sysco shares. Based on Sysco’s closing share price of $81.80 on 27 March, this equates to an enterprise value of about $29.1bn. The transaction will enable Sysco to expand its footprint into what it deems the “high-margin, growing and resilient” cash and carry market.
The Paul Weiss team advising Sysco on the deal is led by New York-based global M&A co-head James Langston and M&A partner Andrew Krause.
The Jones Day team on the deal is led by Washington DC-based partner and global antitrust and competition practice co-chair Craig Waldman, alongside competition partners Aimee DeFilippo (also in Washington) and Peter Wang (in Los Angeles).
Meanwhile, the Wachtell team advising Restaurant Depot on the deal is led by corporate partners Andrew Nussbaum, Victor Goldfeld and Kyle Diamond. Also on the deal is finance partner Michael Benn; executive compensation and benefits partner Michael Schobel; tax partner Jodi Schwartz; antitrust partner Nelson Fitts; IP partner Justin Orr; capital markets counsel Joseph Payne; real estate partner Robin Panovka and counsels Mark Koenig and Dianna Chen; and litigation partner Cynthia Fernandez Lumermann.
Kevin Hourican, Sysco chair and CEO, said: “Jetro Restaurant Depot will benefit from access to Sysco’s best-in-class foodservice supply chain and logistics capabilities and Sysco will benefit from new ways to serve local customers. The combined company will have increased purchasing efficiencies, enabling lower prices for more customers. Even more importantly, we see a long runway of opening new Jetro Restaurant Depot warehouses, bringing the industry leader in affordability to hundreds of new communities and creating thousands of new jobs.”
Goldman Sachs and TD Securities are acting as financial advisers to Sysco, while Evercore is financial adviser to Restaurant Depot. JPMorgan Securities is also advising Restaurant Depot’s major shareholders, including private equity investor Leonard Green & Partners. Latham & Watkins is providing legal counsel to Leonard Green & Partners.
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