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A decade ago, Davis Polk & Wardwell and Merrill Lynch & Co. advised PepsiCo Inc. on its $2.3 billion spinoff of Pepsi Bottling Group Inc. The law firm and investment bank, since Jan. 1 a unit of Bank of America Corp., are working with PepsiCo as it tries to buy back Pepsi Bottling Group, as well as No. 2 bottler PepsiAmericas Inc. George Bason Jr. and John Bick lead Davis Polk's team on the deal. PepsiCo owns about 33% of PBG and 43% of PepsiAmericas.
Davis Polk and Merrill have a long history with Pepsi. The pair advised the soda giant in 1997 when it spun off Tricon Global Restaurants Inc., the holding company for Pizza Hut, Taco Bell and Kentucky Fried Chicken. And in 2000, Merrill's Steve Baronoff and Davis Polk's Winthrop Conrad Jr. and Paul Kingsley counseled Pepsi when it acquired Quaker Oats Co. for $14.4 billion. In addition to Baronoff, Blair Effron of Centerview Partners Holdings LLC is advising PepsiCo on its bid for its bottlers.
PBG is using Robert Townsend III and George Schoen at Cravath, Swaine & Moore LLP with Stephen Gordon on tax and Morgan Stanley's Robert Kindler, himself a former Cravath partner. Morgan Stanley's Joe Rault III, David Ciagne and Carmen Molinos are working with Kindler on the deal. The bank advised PBG and PepsiCo last year on their $1.4 billion purchase of a 75% stake in Russian juice manufacturer JSC Lebedyansky. Chadbourne & Parke LLP's Moscow office handled the legal work on the deal for the buyers.PBG has been fairly active in buying foreign Pepsi bottlers. In 2002, it used Citigroup Inc.'s Salomon Smith Barney Inc. and Proskauer Rose LLP on the $1.25 billion purchase of Mexico City-based Pepsi-Gemex SA de CV.
Minneapolis-based PepsiAmericas is using Adam Taetle at Goldman, Sachs & Co. for banking advice and, on the legal side, James Morphy and Audra Cohen of Sullivan & Cromwell LLP and Brian Wenger at Briggs and Morgan PA, PepsiAmericas' regular outside counsel. The bottler was formed in 2001 through the merger of Whitman Corp. and PepsiAmericas Inc., at the time the country's second- and third-largest Pepsi bottlers. Two years ago, PepsiCo and PepsiAmericas used Citigroup when they teamed up to pay $542 million for 80% of Ukrainian juicemaker Sandora LLC.
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