Business leaders expect their trusted partners to Industry leaders of today and tomorrow rely on understand their industry. Husch Blackwell.

Transcription

1 FOOD & AGRIBUSINESS

2 Named a 2014 Go-To Law Firm for labor and employment counsel by ConAgra Foods, and for litigation by Monsanto in ALM s In-House Law Departments at the Top 500 Companies guide. COMPLEX REGULATION ANIMAL HEALTH SUSTAINABILITY PRECISION AGRICULTURE DEEP IN YOUR FIELD Food and agribusiness is a multibillion-dollar industry and more it s a sustaining force, here and abroad, attracting the highest levels of commercial, financial and regulatory interest. The issues and challenges confronting businesses in this industry are numerous, as are the opportunities to grow and thrive. Business leaders expect their trusted partners to understand their industry. Husch Blackwell attorneys are experienced and skilled advisors and advocates for our food and agribusiness clients. Our deep understanding of your industry enables us to get to the heart of your unique business goals and deliver valuable results. Clients rely on our industry-first structure. Our multidisciplinary team of approximately 50 attorneys is committed to serving the legal needs of the food and agribusiness industry. You can rely on us to stay on top of today s trends, help you tackle day-to-day challenges, guide you through regulatory compliance, and help you achieve your objectives. CAPITAL MARKETS Industry leaders of today and tomorrow rely on Husch Blackwell. We are fully focused on advising businesses in the following areas: Agribusiness finance and capital raising Animal health and plant biotechnology/crop science Branding and advertising Food and beverage production and processing Food imports and exports Government regulation (EPA, FDA, USDA, state agencies) Human resources Mergers and acquisitions Organic production and certification Packaging and labeling requirements Sales and distribution Supply chain and commodity trading

3 extremely experienced in private equity and corporate M&A work, providing a New York-level of quality at a Kansas City price. Chambers USA FOOD SECURITY MERGERS & ACQUISITIONS DEEP IN RESULTS ORGANIC GENERATIONAL TRANSITION Applebee s Sells to IHOP in $2.2 Billion Transaction Horticultural Company s Unique Marigolds Protected Wholesale Coop Reaps Win in Subsidiary Sale Major Food Company Streamlines Labor Challenges Husch Blackwell Leads Sale of Russell Stover Candies Escaping Bankruptcy Preference Liability Situation Represented Applebee s Situation Researchers at a century-old Situation Our client, a cooperative Situation Worked with one of North Situation When the owners of Situation A customer of our client, America s leading food companies in streamlining labor and management relations processes and costs for the company s six major divisions: grain milling, snacks, frozen foods, shelf-stable goods, spices and potato products. leading chocolatier Russell Stover Candies decided to sell their business, they engaged Goldman Sachs as their financial advisor and Husch Blackwell as their legal team. Result Helped realize efficiencies in garnered attention from scores of potential buyers. After several discussions and negotiations, the family selected Lindt & Sprüngli as the buyer. The transaction spanned two continents, included multiple manufacturing and retail facilities, US and international tax planning, and antitrust approvals. The deal is recognized as one of the most significant transactions in the food industry. a national beef distributor, filed for Chapter 11 bankruptcy and sought to sell its assets solely for the benefit of the customer s bank. Our client was threatened with litigation to recover millions received during the 90 days before bankruptcy. We assisted the client in the formation and recognition of the first-ever 503(b)(9) creditors committee, which joined the motion to dismiss the overall Chapter 11 case. and its subsidiaries in its acquisition by IHOP Co. The restaurateur entered into a $2.2 billion securitization transaction with respect to its U.S. franchise royalties, U.S. companyowned restaurants and U.S. intellectual property rights. Result The completed transaction merged the two American restaurant icons into one of the largest fullservice restaurant companies in the world. The merger was recognized by Total Securitization as the ABS Deal of the Year. horticultural company developed marigolds with uncharacteristic properties. They found a way to change the ratios of lutein and zeaxanthin in the plant, making these carotenoids more useful as coloring agents in food products and as crucial components of dietary supplements. Both of these carotenoids, for instance, are important for the health of the human eyes. grocery store wholesaler, wanted to divest a retail subsidiary. Our multidisciplinary team engineered a sale of the sub to an employee stock ownership plan created for the sub and a long-term supply contract between our client and the sub. The sub became an S corporation, so t he ESOP structure enabled it to avoid paying any income taxes. Result We prepared and obtained utility Result Our client kept a good customer patents for the leaves, petals and other parts of the mutant marigold that displayed these unnatural ratios of carotenoids. As a result, the company was able to protect and market its special marigolds. and monetized its investment in the sub. The former sub was enabled to use 100 percent of its cash flow before taxes to repay its debt, which made it feasible to finance the full amount of debt incurred for the sale. the field with a reduction in number of outside firms used, eliminating the need to educate outside counsel on the business, and establishing a fixed-fee arrangement. Result The extensive sale process Result The Chapter 11 case was dismissed, saving our client from litigation regarding more than $44 million in payments the customer made to our client within 90 days of its bankruptcy.

4 Named to the BTI Client Service 30 as one of the best law firms in the country for client service, specifically recognized as a leader in anticipating client needs. ENVIRONMENTAL COMPLIANCE PRODUCT SAFETY & LABELING BRANDING & IP PROTECTION DEEP IN RESULTS Life Insurance Company Finances Citrus Farm Biotech Company Protects IP Usage, Gets $14 Million Agricultural Technology Company Prevails 15-Year EPA Investigation Ends in Client Victory American Italian Pasta Merges with Ralcorp ConAgra Prevails in Walking Workplace Issue Situation Represented a life Situation Situation Situation Represented client in Situation Counseled American Italian Situation Represented ConAgra connection with a 15-year hazardous waste enforcement investigation by the U.S. EPA at a large mineral processing facility. EPA staff, along with DOJ enforcement attorneys, conducted several compliance inspections and issued two sets of comprehensive notices of violations seeking significant monetary penalties and injunctive relief. Pasta Co. in its merger with Ralcorp Holdings Inc. We negotiated the merger agreement, prepared tender offer documents and public company filings, and advised the board of directors on all aspects of the transaction. Foods in a collective action filed by its employees seeking compensation for time spent dressing and undressing before and after their shifts, and walking to their work stations around those dressing activities. Result The combination of Ralcorp Eighth Circuit Court of Appeals ruled that ConAgra Foods did not violate the Fair Labor Standards Act. Deciding a novel issue of law in the Eighth Circuit, the court agreed that employees need not be paid to walk to or from their work stations when management and the labor union had agreed employees would not be paid for adjacent dressing time. insurance company in its $35 million first lien, term financing of a 6,453acre citrus producing and packing operation in multiple counties in the State of Florida that featured: an estate guarantee; USDA Federal Crop Insurance Corporation Florida Fruit Tree insurance; and an intercreditor agreement with the operating lender. The loan included collateral release and substitution provisions and secured irrigation district water rights. Result The loan refinanced existing term real estate debt, paid down shortterm operating debt, and increased working capital. Our client, a crop seed and biotechnology company, terminated a patent and trademark license agreement, but the former licensee refused to cease its use of the invention and related trademarks as part of ongoing sales. Result The court issued an immediate and permanent injunction prohibiting further use of the client s intellectual property. Following trial and the successful defeat of the former licensee s claim to have authority to exhaust inventory, the court awarded more than $14 million in damages to the client, including an award of attorneys fees. Our client, a leading agricultural software provider, was sued by a competitor who claimed it had stolen employees, along with confidential software and customer data. Plaintiff moved for a preliminary injunction, requesting expedited discovery in effort to halt development of our client s software product. Result Following a month of intensive discovery, multiple briefings and a two-day evidentiary hearing, plaintiff s preliminary injunction motion was outright denied, allowing our client to proceed with its multimillion dollar software development project. Result All alleged violations were fully resolved in our client s favor, reflecting confirmation of the continuing compliance counseling advice provided prior to, and throughout, this investigation. and American Italian Pasta leveraged their complementary product offerings and market strengths and united two companies with rich traditions of delivering quality and value to their customers. Result In Adair v. ConAgra Foods, the

5 huschblackwell.com Industry First. Husch Blackwell is completely organized around your business. Other law firms talk about understanding the client s industry. For us, it s at the core of how we function, starting with the organization of our entire operation into industry teams. Placing your interests ahead of our own, we take a fully integrated Austin, TX Lincoln, NE Chattanooga, TN Memphis, TN Chicago, IL Omaha, NE Dallas, TX Phoenix, AZ Denver, CO Springfield, MO Houston, TX St. Louis, MO Jefferson City, MO Washington, DC Kansas City, MO London team approach to deliver greater efficiency and higher value, going deep into your particular industry. We identify risks and explore emerging opportunities to help your business thrive, now and into the future. Simply stated, your industry is our business.