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Davis Polk, Kirkland Take Lead on Campbell's $1.55 Billion Bolthouse Buy

The Campbell Soup Company said Monday that it will pay $1.55 billion in cash to expand its premium beverage offerings with the acquisition of food company Bolthouse Farms from private equity firm Madison Dearborn Partners.

Bakersfield, California–based Bolthouse's products include packaged carrots and salad dressing, as well as fruit beverages that will supplement a Campbell's portfolio that already includes the V8 line of healthy drinks. Bolthouse—which sells carrots under its own brand, as well as under the Earthbound Farms and Green Giant brands—enjoyed $689 million in sales in the last fiscal year. The deal is expected to close later this summer, pending regulatory approval, according to Campbell's announcement.

Bloomberg reported in March that Madison Dearborn was considering selling Bolthouse and then followed up in May to report that Campbell's and private equity firm Blackstone Group were among the final bidders offering to buy the food company. Madison Dearborn acquired a 72 percent stake in Bolthouse in 2005 for $1.2 billion.

Davis Polk & Wardwell is representing Camden, New Jersey–based Campbell's in the transaction. The firm has advised the iconic soup maker on various past matters, including a $500 million senior notes offering in 2011. Global M&A cohead David Caplan is leading the way for the firm on the Bolthouse acquisition. Corporate partner H. Oliver Smith, tax partner Harry Ballan, compensation and benefits partner Edmond FitzGerald, and antitrust counsel Michael Sohn are also advising.

Ellen Oran Kaden is Campbell's chief legal officer.

Bolthouse, meanwhile, has turned to a Kirkland & Ellis team led by corporate partners Michael Paley and Tana Ryan. Tax partners William Welke and Rachel Cantor are also advising. Paley also advised Madison Dearborn when it acquired Bolthouse, in 2005.

The deal represents the sixth transaction that Kirkland has worked on in the past week, with the value of the combined deals topping $10 billion. The firm also announced Monday that it is advising currency trading system FX Alliance Inc. on its $616 million acquisition by Thomson Reuters Corp. Also in the past week, Kirkland has advised Bristol-Myers Squibb Company on its $7 billion acquisition of Amylin Pharmaceuticals, as well as Sunoco on a joint venture with The Carlyle Group to form Philadelphia Energy Solutions. Kirkland client Corporate Executive Board Company announced last week that it will pay $660 million to purchase talent analyst SHL Group, while Swiss Reinsurance Company Ltd. also turned to the firm for legal advice on its agreement to enter a strategic alliance with BlackRock in connection with the money manager's purchase of Swiss Re's European private equity arm.