Bumble Bee Deal Keeps 4 Firms Busy: Business of Law

Allen & Overy, Sullivan & Cromwell LLP, Cleary Gottlieb Steen & Hamilton LLP, and O’Melveny & Myers LLP advised on Thai Union Frozen Products Pcl’s $1.51 billion deal to acquire Bumble Bee Seafoods LLC.

Thai Union, which owns Bumble Bee’s competitor Chicken of the Sea, entered a binding agreement to buy all of the San Diego-based company’s shares from Lion Capital LLP, Bumble Bee said in a statement. The deal is expected to close in the second half of 2015 and is subject to U.S. antitrust approval, according to the statement.

Partner Eric Shube led a team from Allen & Overy representing Thai Union, which included partners Ian Powell and Suparerk Auychai.

Cleary partner Brian Byrne led a team that provided antitrust advice to Thai Union.

Corporate partners Joseph Shenker and Krishna Veeraraghavan represented Lion Capital and Bumble Bee. David Beddow, a partner at O’Melveny, advised Bumble Bee on regulatory issues.

The acquisition by Bangkok-based Thai Union would create the world’s largest branded shelf-stable seafood company, Bumble Bee said in the statement. Lion Capital acquired Bumble Bee, which was founded in 1899, from Centre Partners Management LLC in 2010 for $980 million.

Firm Marketing

Revamped Deal-Jargon Book Shows Difference a Few Years Can Make

In 2008, when the markets froze and deal work was virtually nonexistent, some enterprising lawyers at Latham & Watkins LLP decided to use the down time to put together a list of deal and capital market terms and their definitions.

“We were looking for fun things to do when the work was sparser,” partner Marc Jaffe said in an interview.

The result was “The Book of Jargon,” a spiral-bound compilation of words and phrases, some commonplace and some arcane. Clients and lawyers alike wanted the book, Jaffe said, so the firm outsourced the printing. Eventually, a free app followed, which Jaffe said has had 30,000 downloads.

This year, although transactional lawyers have anything but time on their hands, the markets had changed sufficiently to warrant a second edition.

This version has 390 new terms, said Jaffe, co-chair of the global capital markets practice at Latham, all emanating from the legal, regulatory and market developments that have resulted in new deal terms, he said.

One addition is a capsule summary of the Jumpstart Our Business Startups, or JOBS, Act, as well as the initials EGC, which stands for Emerging Growth Company, a term used in the JOBS act. Another is YieldCo, used in the energy markets and defined as a “public vehicle created for the purpose of holding and acquiring assets with a predictable cash flow stream in order to fund a regular and increasing dividend to public investors.”

More colorful terms include “bad actors” relating to private placements under the federal securities laws and “bed bug letters,” which refers to Securities and Exchange Commission letters sometimes issued when registration statements have significant deficiencies.

Of course, no giveaway would be complete without a disclaimer, and Latham’s book is no exception: “The information contained herein should not be construed as legal advice.”

Lawsuit News

Target Shoppers Beat Retailer’s Bid to End Data-Hacking Suit

Target Corp. must face a mass consumer lawsuit accusing the retailer of failing to protect shoppers from hackers who stole charge-card data and other personal information during last year’s holiday shopping season.

A federal judge in St. Paul, Minnesota, Dec. 18 denied Target’s bid to dismiss the case, allowing the bulk of the claims to move forward. As many as 110 million people were affected, according to the Minneapolis-based company, although there may be overlap between those whose card data was stolen and those whose personal information was taken.

Target is one of several retail chains, including Home Depot, Barnes & Noble, Michaels Stores and Neiman Marcus, that have been sued after hackers invaded their computer systems and took customer data.

Molly Snyder, a Target spokeswoman, declined to comment on the ruling. Vincent Esades, a lawyer for the customers, said he was pleased with the decision.

The case is In re: Target Corp. Customer Data Security Breach Litigation, 14-md-2522, U.S. District Court, District of Minnesota (St. Paul).

Lateral Moves

Dentons, Levenfeld, Robinson Brog Add New Faces to Ranks

Lloyd Winans joined the corporate practice of Dentons as a partner in New York. Winans, who advises foreign and domestic financial institutions, was previously a partner at Baker & McKenzie.

William Rome joined Robinson Brog Leinwand Greene Genovese & Gluck PC as a partner in New York. Rome, who had been a partner at Hoffman & Pollok since 1998, is a commercial litigator who represents financial services and publicly traded companies.

Levenfeld Pearlstein LLC hired Blake Schulman as a partner in its real estate group in Chicago. Schulman represents institutional investors and developers a range of real estate transactions. He was previously a principal at Miller Canfield.

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