概览

本行食品及农业综合企业团队服务于众多金融机构、商品生产者、贸易商以及蓝筹股公司,胜任农业部门的各类挑战。基于对行业动态的充分了解,我们深知,实践方式是食品及农业综合企业客户获得成功的关键。

我们擅长提供具有创新性的法律意见,避免投入过度的律师技巧,以合作、低调的方式获得客户及其顾客的认可。下文简要描述我们在若干核心领域的经验及能力。

农业金融

我们拥有200余名金融律师,组建了全球最大的银行及金融业务之一。世界最大的银行中过半数为我们的客户。我们的一些大客户包括处于领先地位的商业银行及投资银行、保险公司、租赁公司以及资产支持贷款人。

我们具有广泛的融资经验,全方位覆盖农业综合企业的各个领域,包括农业投入品供应、加工、增值制造、批发销售以及零售。我们参与的融资交易涉及各类农产品,包括谷物、糖、咖啡、奶制品、鸡肉、牛肉、猪肉、海鲜、大豆、水果、蔬菜、棉花、油籽以及林产品。我们的客户既有合作企业也有非合作企业借款人。

我们协助农业公司处理的贷款交易包括现金流贷款、资产支持贷款以及具有有限的资产支持贷款支配及控制概念的“借款基础”贷款。在资产支持贷款及借款基础贷款方面,我们的经验包括:为组成借款基础(国内融资及出口前融资)的资产确立资格标准;《易腐农产品法案》项下的留置权、不良贷款、房东留置权等类似事项中,为保留适当的准备金制定标准。 

我们参与的交易往往涉及详细的银行存款箱(lock-box)以及现金集中结构,使贷款人得以控制现金收入。我们还擅长管理各种不同商品的担保物权,对于如何取得通过火车、卡车、驳船或国际远洋船舶运输的在途农产品的担保物权具有详尽的了解。我们的经验包括:可流转及不可流转的有形提单及仓单的处理;电子提单及仓单的处理。在谷物、棉花及其他商品方面,电子提单及及仓单日益成为常态。过去几年间,本行房地产律师就我们参与的农业金融交易提交了数百个抵押贷款申请,对农村房地产及加工设备担保引起的独特问题具有深入的了解。

本行农业金融业务的范围是全球性的,所完成的交易遍及美国以及欧洲、亚洲、中南美洲各国。我们的跨境贷款业务在全世界处于领先地位,在跨境融资结构设计方面经验丰富。

衍生品

我们的经验全面覆盖所有信用、股权及商品资产类别,对于涉及股指衍生品、衍生证券、基金挂钩型衍生品、商品挂钩型衍生品、结构性产品或其他特种衍生品的问题均游刃有余。我们熟谙农业商品通常采用的对冲策略,将其作为资本市场融资交易的一部分进行有效管理。此外,我们精通所有主要的标准化条款,包括国际掉期及衍生工具协会(ISDA)、期货与期权协会(FOA)、欧洲能源交易商协会(EFET)以及比利时泽布吕赫港(Zeebrugge Hub)和远期货运协会(Forward Freight Association)的特定商品交易文件。

公司法及资本市场

我们的客户包括许多全球最大的食品及农业公司,经常代表发行人、承销商、配售代理、献售股东处理各类股权资本市场交易,包括公开发行、定向增发、证券交易所上市、配股、公开发售、发行寄存单据、私人投资已上市公司股份、分拆上市、交换要约、资本重组、股份回购以及分拆。此外,我们经常向公司发行人就根据规则B(《平等信用机会法》)发行债券及在英国、欧洲其他国家、亚洲及美国的主要证券交易所上市提供法律意见。

并购及反垄断

我们的并购律师协助世界各地的食品行业及农业客户处理并购交易,包括投资、合资、撤资、管理以及其他收购及重组交易。无论交易规模大小或复杂程度高低,从单一国家或区域市场内的中小型交易,到价值数十亿美元的跨境交易,我们均全力以赴。

我们经常协助世界各地的食品及农业公司处理反垄断及竞争法事宜,经验极为丰富。反垄断及竞争法是本行全方位并购法律服务的重要组成部分,在反垄断及竞争法律师的协助下,我们能够就复杂的跨辖区并购交易提供“一站式”法律意见。

政府及全球贸易

本行政府及全球贸易律师与各国中央政府决策者长期保持良好的工作关系,协助跨国公司确定有前景的外国市场,制定进入策略,充分把握机遇,克服市场障碍。我们与众多双边、区域性及多边机构密切协作,包括世界贸易组织(WTO)、世界海关组织(WCO)、欧盟、亚太经济合作组织(APEC)以及经济合作与发展组织(OECD),以便应对不公平或非法贸易壁垒,建立国际商业联盟,促进有利经商的贸易惯例。

本行全球贸易团队的实力与成绩为国际所公认,团队成员包括一位前美国商务部部长、两位前美国贸易代表、一位前欧盟驻美国大使、一位前美国国会议员、一位前美国商务部资深法律顾问、一位前美国参议院财政委员会职员以及若干位高级贸易官员。强大的背景优势使得我们在高级政府官员面前极具可信度,大大有利于帮助客户打开市场、遵守贸易法律以及解决贸易纠纷。

食品行业虚假广告

当前,针对食品标签及广告的集体诉讼浪潮席卷食品及饮料行业。我们的虚假广告业务处于该领域的前沿,在美国获得了广泛的认可,多次成功地代表客户就此类指控进行抗辩。同时,针对跟风集体诉讼以及附和政府调查的个人指控,我们创建了一整套统一战略。我们还指导客户降低未来的虚假广告指控风险。

诉讼/争议解决

本行诉讼及争议解决团队多次代表世界各地的农业综合企业客户处理复杂的高风险诉讼案件,积累了丰富的经验。我们擅长就系统及控制提供法律意见,打击企业腐败现象,严格遵守相关的法律法规,其中包括美国《反海外腐败法》以及英国《反贿赂法》,还协助客户就腐败指控开展内部调查。

重组、破产及清算

本行重组、破产及清算团队的服务范围覆盖全球,结合在《易腐农产品法案》留置权以及其他留置权的完善及优先方面的丰富经验,我们能够有效代表客户解决陷入财务困境的农业事宜。我们拥有丰富的破产业务经验,倘若各方无法就决议达成一致,我们完全有能力代表客户处理现金担保及适当保护动议、“债务人持有资产”融资、退出融资、对抗制诉讼以及争论性计划确认听证会。我们还代表买方,在利用美国破产法第363条进行的出售中成功购入食品及农业综合企业资产。

执业经验

Finance

  • Allens Inc. Represented the administrative agent and lead arranger in a $235 million senior secured credit facility to Allens Inc., a family-owned and operated vegetable packaging company.
  • Archer Daniels Midland. Represented the underwriter in the issuance of $750 million of notes on $1.1 billion debentures due 2041.
  • Bahia Specialty Cellulose. Represented the lead arrangers on a $470 million pre-export financing for Bahia Specialty Cellulose S.A., the Brazilian pulp maker. Trade & Forfaiting Review named this transaction Deal of the Year 2010 for its innovative structure, which combined both preexport financing and project financing features.
  • Bunge Limited. Represented the administrative agent in a $700 million unified, global trade
    receivables securitization for Bunge Limited. This deal won Trade & Forfaiting Review’s Deal of the Year 2011.
  • California Dairies, Inc. Represented the administrative agent in $375 million secured financing.
  • Carolina Beverage Group. Represented the administrative agent in a $60 million revolving credit facility.
  • Cheesecake Factory. Represented the administrative agent in a $200 million financing.
  • Country Pure Foods. Represented the administrative agent in a $52 million secured financing.
  • CPM Holdings, Inc. Represented CPM Holdings, Inc., a supplier of equipment used for oilseed processing and animal feed production, as issuer of $200 million in notes.
  • Del Monte Corporation. Represented the administrative agent in a $740 million senior secured financing.
  • Dr. Pepper Snapple Group. Represented the underwriter in the placement of $3.6 billion of senior notes.
  • Farmers Cooperative. Represented the administrative agent in the refinancing of an $805 million term and revolving credit facility to Farmers Cooperative Company, the largest farmer-owned agriculture cooperative in Iowa.
  • Growmark. Represented the administrative agent in a $600 million revolving credit facility, with assets of Growmark being secured on a ratable basis with $200 million of private placement notes held by a syndicate of insurance companies.
  • Hain Celestial Group, Inc. Represented the lead arrangers in an $850 million senior secured financing.
  • Harris Moran Seed Company. Represented the administrative agent in a $30 million revolving financing.
  • Holsum de Puerto Rico, Inc. Represented the administrative agent in a $178 million first, second and third lien and mezzanine financing to the largest bakery in Puerto Rico.
  • J.R. Simplot. Represented the administrative agent in a $400 million revolving credit and letter of credit financing.
  • Kellogg Company. Represented the underwriter in the placement of $4 billion of senior notes. Land O’ Lakes. Represented the administrative agent in a $1.15 billion senior secured credit facility and pro rata private placement of notes.
  • Lyme Timber Company. Represented the company in $250 million financing secured by 100,000 acres of timberland.
  • Mercon Coffee Corporation. Represented the administrative agent in a $240 million financing with security in various European countries and Vietnam.
  • Monsanto Company. Represented the underwriter in $2.5 billion of various issuances of notes.
  • Multigrain S.A. Represented Multigrain S.A. in a $500 million senior secured export finance facility.
  • Ocean Spray Cranberries, Inc. Represented the administrative agent in $900 million of various term and revolving credit facilities.
  • Peck Foods. Represented the senior lenders in a Chapter 11 proceeding.
  • Pilgrim’s Pride Corporation. Represented the administrative agent in a $1.85 billion asset based financing that was entered into in connection with Pilgrim’s exit from a Chapter 11 bankruptcy proceeding. This transaction was featured as the lead article in The Deal.
  • Pilgrim’s Pride Corporation. Represented the administrative agent and the consortium of lenders in a $1.1 billion syndicated term and revolving credit facility.
  • Purina Mills. Represented the administrative agent in an $800 million senior secured financing and restructuring.
  • Rayonier Inc. Represented the underwriter in the issuance of $325 million of senior notes to Rayonier Inc., a global forest products company.
  • Southern Quality Meats. Represented the administrative agent in a $47 million senior, secured credit facility.
  • Southwest Cheese Company, LLC. Represented the administrative agent in a $205 million term and revolving loan secured by, among other things, an industrial bond issuance of the City of Clovis, New Mexico.
  • Starbucks Corporation. Represented the issuer in $1.5 billion of various issuances of notes.
  • Sucden Americas Corporation. Represented the administrative agent in a $200 million domestic and export financing secured by sugar assets located in several South and Central American countries. This deal was named 2010 Deal of the Year by Trade Finance magazine.
  • SUPERVALU. Represented the administrative agent in the financing for the $17.4 billion purchase of Albertson’s grocery and drug stores.
  • Technology Crops Limited. Represented the administrative agent in a $22.5 million U.S., Canadian and English financing for a sponsor-owned company.
  • TEMCO LLC. Represented the administrative agent in $370 million revolving and term credit facilities to TEMCO LLC, a grain exporter and joint venture between CHS Inc. and Cargill, Incorporated.
  • Wells Timberland REIT. Represented the administrative agent in a $450 million first lien, second lien and mezzanine financing for 300,000 acres of timberland.
  • Weyerhaeuser Forest Products. Represented the lender in a $50 million letter of credit facility.
  • World Kitchen, LLC. Represented the administrative agent in a $161 million revolving credit and term loan financing.
  • Yum! Brands Inc. Represented the borrower in a $1.3 billion revolving credit facility.

Corporate, Capital Markets and Mergers & Acquisitions

  • Africa Oil Palm. Represented Unilever on the sale of a Ghana oil palm plantation business and the Frytol brand to Wilmar Africa Limited.
  • AgroFinanzas S.A. Represented Société Générale in the acquisition of a 50 percent equity interest in AgroFinanzas SA de CV, a specialized financial institution focused on agricultural financing in Mexico.
  • Bestfoods Baking Company. Represented George Weston Limited in its $1.765 billion acquisition of Bestfoods Baking Company, a subsidiary of Unilever.
  • Cargill Crop Nutrition. Represented Cargill in the combination of Cargill Crop Nutrition and IMC Global Inc. to create The Mosaic Company, a producer of phosphate and potash crop nutrients.
  • Cargill Inc. Represented Cargill on the AUD 870 million acquisition from Agrium Inc. of grain marketing, trading and distribution assets.
  • Cargill Inc. Represented Cargill in its acquisition of Degussa Food Ingredients.
  • Dow AgroSciences. Represented Dow AgroSciences on the acquisition of the soybean production assets of Renze Hybrids, Inc.
  • Dow AgroSciences. Represented Dow AgroSciences in numerous divestures of agricultural products, including the sales of Dow AgroSciences’ European Dithane fungicide business, the M-Pede insecticide business, the Scythe herbicide business and tebufenozide insecticide and thifluzamide fungicide business.
  • Dow AgroSciences. Represented Dow AgroSciences in several strategic joint ventures with plant breeding and agricultural R&D companies around the world, including in the corn, wheat and soybean sectors. These transactions involved, among other things, complex supply, collaboration and license agreements.
  • Dow AgroSciences. Represented Dow AgroSciences in dozens of seed company acquisitions, including Brodbeck Seed, Dairyland Seed, Grand Valley Hybrid, Hyland Seeds, Northwest Plant Breeding Co., Pfister Seed, Prairie Brand Seed, Renze Seeds, Schillinger Seed and Triumph Seed.
  • Dow AgroSciences. Represented Dow AgroSciences in an exclusive supply and distribution agreement with Syngenta covering crop protection products in 12 countries in the Commonwealth of Independent States region.
  • Dow Chemical. Represented Dow Chemical in the formation of a joint venture with Mitsui & Co. for the production of biopolymers in Brazil.
  • European Dithane. Represented Dow AgroSciences in the divestment of its European Dithane fungicide business to India-based Indofil Industries Ltd., a fully integrated agribusiness and agrichemicals company.
  • Fresh Del Monte. Represented the underwriter in the issuance of $10.5 million ordinary shares to Fresh Del Monte Produce.
  • George Weston Limited. Represented George Weston Limited in the $2.5 billion divestiture of its US fresh bread and baked goods business.
  • JBS S.A. Represented JBS S.A. on the acquisition by a 50 percent equity interest of Weddel Limited, a
    Canada-based privately owned meat producer.
  • Mitsui & Co., Ltd. Represented Mitsui in its $275 million acquisition of Multigrain AG, an agricultural production and grain distribution company.
  • Natumi AG. Represented Hain Celestial Group on the acquisition of the German soy milk producer Natumi AG.
  • Nestlé S.A. Represented Nestlé in its $11.5 billion acquisition of the global infant formula business of Pfizer, Inc.; Chef America ($2.6 billion); Jenny Craig ($600 million); Novartis Medical Nutrition ($2.5 billion); and Gerber Products Company and Gerber Life Insurance Company ($5.5 billion).
  • Nestlé S.A. Represented Nestlé in the formation of a joint venture (Dairy Partners of America) with Fonterra Cooperative Group of New Zealand for the manufacture and distribution of milk powder and liquid milk products in Latin America.
  • Potbelly Corporation. Represented the issuer in initial public offering of 7.5 million shares of common stock.
  • Senoble. Represented Senoble in its acquisition of a dairy plant from Mliekoservis Slovakia AS, a Slovakia-based manufacturer of milk powder.
  • Syngenta Crop Protection. Represented Syngenta in its acquisition of Pasteuria Bioscience, Inc., a biotechnology company engaged in the development of nematicides for agricultural and specialty crops.
  • Syngenta. Represented Syngenta in the purchase of the chrysanthemum and asters business of Yoder Brothers Inc.
  • Syngenta. Represented Syngenta in its $125 million acquisition of the DuPont Professional Products insecticide business.
  • Unilever Plc. Represented Unilever on the disposal of its seed oils and cooking fats business in the United Kingdom to Princes Limited.
  • Unilever Plc. Represented Unilever on the sale of its refined oils business and boxed fats business to Pura Foods Limited, a subsidiary of Archer Daniels Midland Company.
  • Unilever Ventures. Represented Unilever Ventures in its investment in SNOG Pure Frozen Yogurt Limited, a producer and retailer of frozen yogurt.
  • VION Food Group. Represented VION Food Group on the sale of its Thai chicken business, Grampian Foods Siam Ltd., to Navis Capital Partners.

Government & Global Trade

  • Baby Food Company. Represented a company manufacturing breast milk substitutes before various
    European agencies.
  • Bilateral Trade Agreements. Represented numerous countries around the world, including China, Colombia, Peru, South Korea, Ukraine and Vietnam, in numerous bilateral and multinational trade agreements.
  • European Customs. Represented a feedstuff manufacturer and banana importers regarding various customs determinations before the European Union.
  • Free Trade Agreement. Represented the Central American poultry and sugar industries on negotiations of a free trade agreement with the European Union.
  • Multinational Trade Agreements. Lead representation in the NAFTA 117-nation Uruguay Round and WTO Doha Round free trade agreements.
  • Nutrition Company. Represented a producer of nutritional complements regarding consumer protection legislation before various European institutions.
  • Tax Dispute. Obtained a presidential decree in Brazil regarding the discriminatory tax treatment of a US F&A company.

Business & Technology Sourcing

  • Canadian Food Processing Company. Represented client in licensing SAP enterprise resource planning system worldwide, and engaging IBM to execute implementation.
  • Frozen Food Producer. Represented client regarding global arrangements for travel services and purchase cards for its employees.
  • Multinational Agribusiness Company. Represented client in multiple matters, including an agreement for global implementation of SAP enterprise resource planning, agreements for outsourcing IT help desk services in the U.S. and South America and an agreement to provide application development and maintenance services for accounting systems in Europe and the Americas.
  • Packaged Food Company. Represented client in an outsourcing of global HR functions located in 33 countries, including payroll, HR IT systems, work force administration, learning, talent development
    and contact center services.
  • Packaged Food Company. Represented client in the negotiation of a master professional services agreement, along with a supplement for finance and accounting services.
  • Packaged Food Company. Represented client in the outsourcing of all IT infrastructure services globally, including servers, mainframe, end user, telecom and associated help desk services.
  • Packaged Food Company. Represented client in a North American infrastructure outsourcing deal.

Antitrust and Competition

  • Cargill Inc. Represented Cargill in antitrust class action claims involving citric acid and high fructose corn syrup.
  • Cargill Sorbitol and Starch. Represented Cargill on an IDR 2.72 billion acquisition of a majority stake in Indonesia-based PT Sorini Agro Asia Corporindo Tbk, a producer and supplier of sorbitol
    and other starch products.
  • European Union. Represented the European Union regarding the regulation of tobacco.
  • Financiere Turenne Lafayette. Represented Financiere Turenne Lafayette in its acquisition of Madrange S.A., a France-based producer of packaged meat products.
  • Franchises and Franchise Associations. Represented numerous franchises and franchise associations, including Burger King, Taco Bell, Perkins Restaurants, Friendly’s Ice Cream, Pizza Hut, Nutrisystem and Subway, in connection with numerous competition and antitrust matters.
  • German Company. Represented a German food company in a cartel investigation by the German Bundeskartellamt, the German competition authority.
  • Monsanto and Cargill. Represented the joint venture for the development of transgenic seed.
  • Provimi. Represented the purchaser in the €1.5 billion acquisition of Provimi, a Netherlandsbased animal nutrition company.

False Advertising Litigation

  • Chobani, Inc. Represented Chobani, Inc., in a nationwide consumer class action alleging false advertising with respect to Greek yogurt products marketed as having “only natural ingredients.”
  • Dreyer’s Grand Ice Cream. Represented Dreyer’s Grand Ice Cream in a nationwide consumer class action alleging false advertising with respect to frozen dessert products labeled “0g trans fat.”
  • Gerber. Represented Gerber’s probiotics sales practices in a nationwide consumer class action alleging false advertising with respect to baby formula and cereal products labeled as containing immune-supporting probiotics, digestion-supporting prebiotics, and brain and eye development supporting DHA.
  • Mott’s LLP. Represented Mott’s in a nationwide consumer class action alleging false advertising with respect to nutritional claims of Yoo-hoo chocolate drinks.
  • Nestlé USA. Represented Nestlé in various consumer class actions alleging false advertising with respect to Hot Pockets and Coffee-mate products labeled “0g trans fat”; juice products marketed as supporting brain development, immunity and digestive health; juice products marketed as “Juicy Juice 100% Juice Blend”; and nutritional and immunity claims of Carnation Instant Breakfast.

Biomass

  • Adkins Energy. Represented NICOR Energy in connection with the design, engineering and construction of the Adkins Energy ethanol plant in Lena, Illinois.
  • Alliant Biomass Plant. Represented Alliant Energy in connection with its investment in, and financing of, a biomass plant in Cedar Rapids, Iowa.
  • Colombian Ethanol Plant. Represented Ecopetrol S.A. in connection with a $203 million ethanol plant in Puerto Lopez, Colombia, the largest ethanol plant in Colombia, having a capacity to produce 480,000 liters per day.
  • Craton Equity Partners. Represented Craton Equity Partners as the developer of alternative energy and biofuel development projects in Sub-Saharan Africa, including a vertically integrated sugarcane-based ethanol operation in Mozambique generating more than 60 million gallons of ethanol and more than 30 MW of electricity per year.
  • Eagle Valley Clean Energy. Represented Deutsche Bank in connection with the financing of the construction of an 11.5 MW biomass-fired power plant and associated fuel supply infrastructure located in Eagle County, Colorado.
  • Emerald Ethanol. Represented Cargill, Inc. in connection with the development and financing of four 100 Mmgy ethanol plants for Emerald Ethanol, having a total value of approximately $650 million.
  • Ensyn Group, Inc. Represented Ensyn Group, Inc. in connection with its $85 million merger with Ivanhoe Energy Inc., an owner and operator of a biomass processing business.
  • National Biodiesel Board. Advised the National Biodiesel Board in connection with antidumping and countervailing duty complaints against US exports.
  • National Biodiesel Board. Represented the National Biodiesel Board and several US biodiesel producers in anti-dumping and anti-subsidy investigations initiated by the European Union.