V&E advises BlueScope, Jones Day Represents Bridgestone in Separate Deals

© 2015 The Texas Lawbook.

By Kerry Curry

(Oct. 30) — The Dallas offices of Jones Day and Vinson & Elkins were lead advisers in the two largest acquisitions of the week.

Bridgestone Retail Operations, a subsidiary of tire company Bridgestone, selected M&A partner Scott Cohen and associate Alain Dermarkar of Jones Day to handle its agreement to acquire Pep Boys in an all-cash tender offer of $15 per share in a deal worth about $835 million in aggregate equity value.

“Jones Day and Bridgestone have a close, multidecade relationship, and the Bridgestone Americas CEO is a former Jones Day Dallas attorney,” said Scott Cohen, one of the lead Jones Day attorneys on the team.  “But the Pep Boys transaction is the first large Bridgestone acquisition in the last several years. This was my first opportunity to work with them.”

Other Jones Day lawyers on the Bridgestone team are corporate M&A lawyers Bobby Cardone, Melissa Kalka and Evan Johnson; Michelle Brown, Martha Wach, Erin Marino, Andy Van Noord and Shane Trawick of the real estate practice; David Kern, Sweta Gabhawala and Liz Day, of the capital markets practice; Charolette Noel (tax); Lindsay Murphy and Brian Wilson (EBEC); Brian Jorgensen (labor & employment); and David Odom (IP). 

Morgan, Lewis & Bockius is acting as legal adviser to Pep Boys. 

In a separate transaction, BlueScope Steel Ltd. chose Vinson & Elkins to advise it in its agreement to acquire Cargill’s 50 percent share of North Star BlueScope Steel LLC for $720 million.

The transaction will take BlueScope’s ownership of steel maker North Star, based in Minnesota, to 100 percent.

The V&E corporate team was led by partners Robert Kimball and Marc Rose and associates Alex Rose and Alex Robertson, with assistance from partners Jim Meyer (tax), Sue Snyder (environmental), Devika Kornbacher (IP), Jennifer Poppe (litigation) and Cris Dewar (finance), and associates Sean Hill and Alex Farr.

V&E has advised BlueScope on a number of other transactions as well, including the 2012 sale of its metal panels division, Metl-Span, for $145 million. V&E also advised BlueScope on two transactions in the 2007-2008 time period: BlueScope’s purchase of IMSA Steel Corp. from Luxembourg-based steel maker Ternium for $730 million and the sale of BlueScope’s Vistawall Group, and an aluminum architectural products business, for $190 million.

On the latest deal, BlueScope had the right of last refusal in the deal and matched an offer Cargill received from a third party. BlueScope expects to fund the acquisition through a combination of U.S. capital markets issuance and longer term bank debt.

For more details on the transaction, see the BlueScope press release at www.bluescope.com.

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