Overview

David Carpenter focuses primarily on mergers and acquisitions, divestitures and sales of businesses, joint ventures and strategic alliances, with particular emphasis on cross-border transactions. His practice also includes representing issuers and underwriters/managers on securities transactions, including private placements, Rule 144A transactions, and Regulation S offerings by international issuers, and advising on day-to-day compliance with securities law matters. He also represents corporate clients in negotiating and document relationships with outside investors, distributors and co-packers, and on corporate governance matters.

David serves as co-chair of Mayer Brown’s India practice and is active in advising clients on investment and joint venture activities in India. He also represents Indian issuers and underwriters in connection with international aspects of securities offerings, including foreign currency convertible bond transactions.

From March 1998 to June 2001, David served as Executive Vice President, Administration, Legal & Regulatory Affairs, General Counsel and Secretary of Metal Management, Inc (NYSE: MM), a publicly traded scrap metal recycler. David was named a “Dealmaker of the Week” by The American Lawyer in April 2012 for leading a Mayer Brown team that represented Nestlé in its $11.85 billion acquisition of Pfizer’s infant nutrition business. In 2019, David’s work in a $7.15 billion licensing deal between Nestlé and Starbucks was recognized by UK legal publication Legal Week, which shortlisted David in the category of “Transatlantic M&A Team of the Year (Mega Deal).”

Spoken Languages

  • English

Experience

M&A/Joint Ventures

  • Represented Nestlé HealthCare Nutrition in the sale of its NUTRAMENT® nutritional drinks business to Harvest Hill Beverage, an affiliate of private equity firm, Brynwood Partners.
  • Represented Nestlé HealthScience in connection with its $145 million minority investment in Aimmune Therapeutics and in the negotiation of strategic collaboration arrangement related to the development of products for the treatment of food allergies.
  • Represented Nestlé HealthScience in its $42.5 million investment Series D-1 preferred stock of ProNutria Biosciences (now known as Axcella Health).
  • Represented Nestlé HealthScience in its $65 million investment in Series D and D-1 preferred stock of Seres Therapeutics, Inc. and in a related license and collaboration transaction with Seres for the development of biologics based on the human microbiome in certain indications. 
  • Represented Solvay SA and its affiliates in the $220 million acquisition of the global Ryton polyphenylene sulfide (PPS) business of Chevron Phillips Chemical Company LP.
  • Represented Fresenius Kabi in its acquisition of Fenwal Holdings, Inc., a leading provider of transfusion technology products for blood collection, separation and processing.
  • Represented Nestlé S.A. in its $11.85 billion acquisition of the infant nutrition business of Pfizer.
  • Represented Nestlé HealthScience in its acquisition of Prometheus Laboratories Inc., a specialist in diagnostics and in-licensed specialty pharmaceuticals for gastroenterology and oncology from a private equity consortium led by American Capital.
  • Represented Nestlé S.A./Nestlé U.S.A. in connection with the acquisition of Chef America, the owner of the Hot Pocket® and Lean Pockets® brand of handheld sandwiches ($2.6 billion); Jenny Craig ($600 million); Norvatis Medical Nutrition ($2.5 billion); and Gerber Products Company and Gerber Life Insurance Company ($5.5 billion).
  • Represented Nestlé U.S.A. in the sale of its Ortega Mexican food division to B&G Foods.
  • Represented Huron Consulting Group Inc. in connection with the acquisition of Callaway Partners, Wellspring Partners, Galt & Company, Nextra Litigation Solutions, Glass & Associates and Aaxis Technologies Inc.
  • Represented Nestlé S.A. in the formation of a joint venture (Dairy Partners Americas) with Fonterra Cooperative Group of New Zealand for the manufacture of milk powders and the manufacture, distribution and sale of flavored milks and other dairy products throughout North, Central and South America and the Caribbean.
  • Represented Nestlé S.A. in a worldwide joint venture with Colgate-Palmolive Company to manufacture and distribute confectionery products with oral care benefits.
  • Represented Metal Management, Inc., a publicly traded scrap metal recycler in over 20 acquisitions, dispositions and joint venture transactions.
  • Represented DSM Desotech Inc., a subsidiary of a Dutch chemical company, Royal DSM N.V., in the restructuring of its joint venture with JSR Corporation of Japan, and the sale of certain assets and related technology of DSM Desotech’s UV/EB curable resins business to JSR.
  • Represented HSBC Private Label Corporation in connection with Preferred Stock investments in Concept Shopping Inc. and Debitman Inc. (now Tempo Payments Inc.) and related strategic alliances.

India-related

  • Represented CoreLogic, a leading provider of information, analytics and business services, in the $60 million sale of its captive India-based business-process outsourcing subsidiary, CoreLogic Global Services Private Limited, to Cognizant Technology Solutions Corporation.
  • Represented a joint venture formed by Mauritius-based affiliates of Walton Street Capital and Starwood Capital Group in a $1.23 billion township development project in Kolkata, India, and the related negotiation of a joint venture with Indian property developer Shriram Properties Limited.
  • Represented Walton Street Capital India in connection with joint venture and real estate development opportunities in Pune, India.
  • Represented Jefferies International in foreign currency convertible bond offerings for Aftek Infosy, REI Agro Limited, HEG Limited, GHCL Limited and S. Kumars Limited.
  • Represented Jindal Poly Films Limited in the international aspects of its INR 3 billion Equity Share offering.
  • Represented SKS Microfinance Limited, a Hyderabad-based microfinance lending institution, in connection with its first and second round private equity financings with, among other investors, Mauritius Unitus Corporation, Vinod Khosla and Sequoia Capital India II LLC.

Education

DePaul University College of Law, JD

Law Review

University of Illinois at Urbana-Champaign, BA

Admissions

  • New York
  • Illinois