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Heckmann drinks the water in China

by Lisa Lee, David Marcus and Amy Wu  |  Published November 7, 2008 at 12:22 PM

Credit Suisse Securities (USA) LLC helped shepherd Heckmann Corp.'s $625 million purchase of China Water and Drinks Inc. through the turbulent waters of the global financial meltdown -- and lost a banker in the process. Heckmann, a blank-check company, closed its stock-and-cash deal for the Chinese bottled-water company on Oct. 30.

Palm Desert, Calif.-based Heckmann tapped Credit Suisse Group for its November 2007 initial public offering, which raised about $400 million for the special purpose acquisition company, or SPAC, and kept the investment bank on board as it began to look at potential buys. On the Credit Suisse team were Joseph Reece, head of its global industrial and service group, along with bankers Steve Doll and Jack Guo.

Guo has since bolted, joining Heckmann in a senior position. "He did an excellent job," says a source, adding "he proved himself." Guo had been a vice president at Credit Suisse's New York office. Reece, meanwhile, has long known Heckmann CEO Richard Heckmann, having advised him for 15 years.

For legal counsel, Heckmann also turned to a familiar figure: Steve Pidgeon of DLA Piper US LLP. "I know Dick Heckmann personally," says Pidgeon, who also assisted when Heckmann invested in the Phoenix Suns in 2004. Other DLA lawyers on the China Water deal were U.S.-based David Lewis, David Pendergast, Jeffrey Meyerson and Neil Balmert, along with Hong Kong-based Stephen Peepels and Keith Yuan.

China Water and Drinks came to Heckmann's attention in March. The SPAC hadn't formed with the intention of foraying into China, but "the best available deal proved to be from China," says a source familiar with the deal.

The parties agreed on a $455 million stock and $170 million cash transaction, which is "fairly large in the SPAC world," Pidgeon says, and announced their intent to combine on May 20. However, before the deal was finalized, Lehman Brothers Holdings Inc. went bankrupt, disturbing global markets. The financial crisis sent the parties back to the negotiating table, where the cash portion of the deal was reduced to less than $100 million. A "handful" of China Water's shareholders, about half a dozen, agreed to the new stock-and-cash mix, says Pillsbury Winthrop Shaw Pittman LLP's Joseph Tiano Jr., lead counsel for China Water. According to Tiano, the renegotiation was a "very collegial and amicable process."

"Cash really was king," says Pidgeon, adding that China Water soughtcash for future acquisitions.

For financial advice, China Water went with Roth Capital Partners LLC, where CEO Byron Roth led the effort. It called on China expert Tiano at what was named Thelen Reid Brown Raysman & Steiner LLP when he got the mandate. Also from Thelen, Louis Bevilacqua and Richard Green counseled the Chinese water company. During the deal process, Tiano moved to Pillsbury when it bought Thelen's China practice, bringing along about 30 people from his team, including Bevilacqua.

The two continued to counsel on the deal along with Green, who stayed at Thelen, now called Thelen LLP.

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Tags: China Water and Drinks | Credit Suisse | DLA Piper | Heckmann | Jack Guo | Joseph Reece | Lehman Brothers | Pillsbury Winthrop | Richard Heckmann | Roth Capital Partners | Steve Doll | Steve Pidgeon | Thelen
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