14 Dec 2022

Trio of Wall Street law firms fired up for BDT Capital’s $3.7bn Weber take-private deal

Cravath acts for BDT Capital as teams from Davis Polk and Sullivan & Cromwell advise Weber

Fire sparks caught up in the moment of putting hot wood charcoal from the fire starter into the weber GBS charcoal barbecue grill, close up view

AnastasiaNess; Shutterstock

A trio of US law firms are acting in BDT Capital Partners’ proposed take-private acquisition of barbecue manufacturer Weber, a deal that implies a total $3.7bn enterprise value for the company.

Cravath Swaine & Moore is advising BDT Capital Partners, a Chicago-based investment group, on the transaction, while Davis Polk & Wardwell is counseling Weber and Sullivan & Cromwell is advising a special committee of Weber’s board of directors. 

The deal will see BDT Capital pay $8.05 a share to acquire all outstanding shares of Weber it does not already own. As of October BDT Capital, which was founded and is led by former Goldman Sachs investment banking vice chairman Byron Trott, already owned a 48% stake in the company, according to Bloomberg News

The Cravath team is led by New York corporate partners David Perkins and Aaron Gruber and includes associates Maurio Fiore, Christopher Tierney and Glory James on M&A matters. Partners and associates from the firm’s banking, tax, executive compensation and benefits, intellectual property, environmental and real estate teams are also working on the deal. 

The Davis Polk corporate team includes partner Marc Williams and associates Heather Weigel and Edwin Paillant. The finance team is made up of partner J.W. Perry and counsel Welton Blount, while partner Pedro Bermeo and associate Meaghan Kennedy are providing capital markets advice. The executive compensation team comprises partner Veronica Wissel and counsel Joseph Brown and tax advice is being provided by partner Ethan Goldman. All members of the team are based in the New York office.

Palatine, Illinois-based Weber will become a privately held company majority owned by investment funds managed by BDT upon completion of the transaction, expected to happen in the first half of 2023. 

In connection with the transaction, BDT-managed investment funds will provide Weber with an additional unsecured loan facility in the aggregate principal amount of $350m. Weber said it plans to use the loan for ‘general corporate purposes’, including repaying existing debt and investing in new product initiatives.

Sullivan & Cromwell topped Refinitv’s global M&A legal advisor rankings by deal value in 2021, working on 251 deals worth more than $662bn. Davis Polk came in fourth, working on 238 deals worth $529.9bn, while Cravath’s 89 deals worth $378.2bn saw it ranked in ninth place. 

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