Kirkland & Ellis LLP's William Sorabella helped pioneer a first-of-its-kind deal structure that took fast-food chain Burger King private in 2010. This week, he hammered out the transaction that will put the company back on the New York Stock Exchange, a deal that involved a $1.4 billion stake sale, a trio of outsized investor personalities and readying the company for public trading.
The two deals, on behalf of Brazilian private equity client 3G Capital Partners Ltd., display the combination of technical savvy, client focus and pragmatism that has earned Sorabella, 37, a spot among Law360's top M&A attorneys under 40.
Even by Kirkland's standards, where the partnership is relatively young and junior partners are often given substantial roles in transactions, Sorabella has risen far and fast, said Stephen Fraidin, a senior partner at the firm.
Sorabella was a young associate at Fried Frank Harris Shriver & Jacobson LLP when Fraidin first met him, fresh out of Georgetown law and dead-set on being a top-flight M&A attorney. In addition to being a quick study in the nuts and bolts of dealmaking, Sorabella had an instinctive grasp on the intangibles, Fraidin said — when to stand firm, when to compromise, and how to do both without losing the trust of clients or the respect of opposing counsel.
"A guy like Bill, you could just see the career path unfolding in front of him," said Fraidin.
Sorabella, who also was named a Law360 MVP in 2011, came to Kirkland a few months after Fraidin in 2003. He made partner in 2006 and has been a workhorse helping the firm grow its reputation for high-level, high-value public company M&A work.
He has represented both financial and strategic buyers in industries spanning retail, chemicals, power, software and energy sectors. He does relatively little lender-side representation and leaves most of the public finance work to Kirkland's established capital markets group.
Instead, Fraidin said, "what he does is put together smart, solid deals, one after another."
Most recently, his work for 3G in its $4 billion take-private deal for Burger King has turned industry heads. In 2010, Sorabella, then just 35, was instrumental in crafting the deal that took the fast-food chain private.
Burger King wanted to do a deal through a tender offer, which would return money to investors more quickly than a shareholder vote. But it could leave 3G with less than 100 percent ownership of the company, which would have created snags in its bank financing, Sorabella said.
So Sorabella and Fraidin crafted a dual-track structure that incorporated both: Burger King could launch a tender offer while 3G simultaneously pursued the simpler, one-shot merger process. If 79 percent of shareholders tendered their stock, the parties would go that route. If fewer did, 3G already would have started the ball rolling on a traditional vote, which required only a simple majority.
The backup plan ended up being unnecessary — more than 90 percent of Burger King shareholders tendered their shares — but it offered buyers a new way to approach a nervous target company. The "Burger King structure," as it is known in some M&A circles, has since been used by Bain Capital to buy out The Gymboree Corp. and Apax Partners in its $976 million acquisition of Epicor Software Corp.
And in a deal that closed Monday, Sorabella and Fraidin teamed up again to help 3G bring in a new minority owner for Burger King. A trio of big-name investors — Pershing Square Capital's William Ackman; Martin Franklin, CEO of brand portfolio Jarden Corp.; and hedge fund tycoon Nicolas Berggruen — will take a 29 percent stake in Burger King through a specially created holding company and relist the chain on the New York Stock Exchange.
The deal values Burger King at $8 billion — double what 3G paid for it 18 months ago — and promises major changes for America's third-biggest fast-food chain.
Sorabella also has impressed colleagues with less flashy client-focused work, like his seven-year relationship with chemicals maker Solutia Inc. Since 2004, Solutia has gone from Chapter 11 bankruptcy protection to a market-leading position to the target of a $4 billion takeover, largely courtesy of smartly integrated acquisitions headed up by Sorabella.
Solutia filed for bankruptcy in 2003 amid ongoing product liability litigation and a high debt load. While Kirkland's restructuring team wrapped up the Chapter 11 proceedings, Sorabella began helping to reshape Solutia's product line through key deals, selling some interests in unprofitable European operations and buying assets in key markets in Asia.
When Solutia eventually emerged from bankruptcy in 2008, it was well on its way to being a highly valued chemicals company — an an attractive target for acquisition itself. Eastman Chemical Co. bought Solutia in January for $4.7 billion and Sorabella represented Solutia.
"That's the kind of work I really like — building a company over a number of years, and seeing it valued by the market like that," Sorabella said.
Other recent big-dollar representations include Constellation Energy Corp. in its $7.9 billion merger with Exelon Corp., and banking software maker Fundtech Ltd. in its $388 million acquisition by private equity firm GTCR LLC.
Sorabella says he's been a beneficiary of Kirkland's culture, which gives young attorneys room to run and takes a team approach to deals. Kirkland has a relatively small deals practice when compared to BigLaw peers, with just 15 full-time partners within a group of about 75 attorneys focusing on M&A.
The result, Sorabella said, is a practice group that values collaboration and rewards talent, no matter where it comes from.
"Some young lawyers have that 'aha' moment where they find themselves in a lead role and feel like now they've made it," he said. "I never really had that. I felt from the beginning like the firm really trusted me, like the senior partners I was working with trusted me."
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