Pinnacle Foods’s $975 Million Acquisition of Boulder Brands

On November 24, 2015, Pinnacle Foods and Boulder Brands, Inc., announced that they have entered into a definitive agreement for the acquisition of Boulder Brands by Pinnacle Foods in a strategic transaction that expands Pinnacle’s presence in health and wellness categories. Cravath is representing Pinnacle Foods in connection with this transaction.

Under the terms of the agreement, Pinnacle Foods intends to launch a tender offer to acquire all of the outstanding shares of Boulder Brands for $11.00 per share, in a transaction valued at approximately $975 million, including the assumption of approximately $265 million of debt. The transaction is subject to customary closing conditions and is expected to be completed in the first quarter of 2016.

The Cravath team is being led by partner Robert I. Townsend III and includes associate Cameron S. Stanton on M&A matters; partner Craig F. Arcella and associate Daniel J. Cerqueira on financing matters; partner J. Leonard Teti II and associate Arvind Ravichandran on tax matters; partner Eric W. Hilfers, senior attorney Lawrence A. Pasini and associate Amy C. Benford on executive compensation and benefits matters; partner Matthew Morreale on environmental matters; practice area attorney Anthony N. Magistrale on intellectual property matters; partner Julie A. North, practice area attorney Robin C. Landis and associate Rachel J. Lamorte on antitrust matters; and partner Robert H. Baron on litigation matters. Also working on this matter are Jeremy S. Lerner on M&A, Norman J. Walczak on financing, Peretz Riesenberg on executive compensation and benefits and Claire Botnick on antitrust.