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Gibson Dunn, Willkie Farr headline PepsiCo's sale of Tropicana, other brands

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Gibson Dunn & Crutcher offices in Washington, D.C. REUTERS/Andrew Kelly

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PepsiCo Inc has chosen Gibson, Dunn & Crutcher as lead counsel for its roughly $3.3 billion sale of juice brands like Tropicana and Naked to French private equity firm PAI Partners.

The food and beverage giant unveiled the deal on Tuesday as it switches its focus to expanding health-focused snacks and zero-calorie beverage offerings, according to a press release. A total of four firms are shaping the deal, including Willkie Farr & Gallagher, which is advising PAI.

The Gibson Dunn team steering PepsiCo is led by corporate partners Barbara Becker and Saee Muzumdar. Becker is the firm’s chair and managing partner, and Muzumdar co-chairs the mergers and acquisitions practice.

Both attorneys headed the team that advised PepsiCo on its $3.2 billion purchase of Israeli-based carbonated beverage company SodaStream International Inc in 2018, according to a firm press release.

Gibson Dunn also counseled PepsiCo on its acquisition of energy drink maker Rockstar Energy Beverages for $3.85 billion last year.

PepsiCo’s other longtime advisor, Davis Polk & Wardwell provided tax advice on the SodaStream deal and tax and antitrust guidance on the Rockstar Energy transaction, according to the deal announcements.

Davis Polk is serving as tax and antitrust counsel to PepsiCo.

The firm has tapped tax partner William Curran and antitrust and competition partner Jesse Solomon to steer that work. Solomon previously advised on the Rockstar Energy deal, a firm press release says.

PAI has also turned to a repeat advisor. The Willkie Farr team is led by private equity partner Robert Rizzo and antitrust and competition partner Faustine Viala.

Viala has advised PAI on many transactions, including its proposed purchase of a majority stake in grocery business Euro Ethnic Foods SA last year. More recently, Viala was part of the team that guided PAI’s offer for pharmaceutical industry packaging supplier SGD Pharma, according to a June press release.

Latham & Watkins is PAI’s financing counsel on the deal announced on Tuesday. The capital markets team advising the deal is led by partner Jason Licht; the finance team is headed by partners Katherine Putnam, Benjamin Berman and Jay Sadanandan; and the tax team is led by partner Jiyeon Lee-Lim.

PepsiCo’s financial advisor is Centerview Partners LLC, and PAI’s is J.P. Morgan Securities LLC.

The transaction is expected to close in late 2021 or early 2022.

PepsiCo bought orange juice maker Tropicana in 1998 for roughly $3.3 billion and U.S.-based Naked Juice nearly a decade later for $150 million.

The New York-based company said it will retain a 39% stake in a new joint venture with PAI that includes the juice brands. PepsiCo will have exclusive U.S. distribution rights for the brands.

(NOTE: This story has been updated with the names of the Willkie Farr attorneys advising PAI.)

Read more:

PepsiCo to sell Tropicana, other juice brands for $3.3 billion

PepsiCo puts fizz into healthy drinks with $3.2 billion SodaStream deal

PepsiCo aims for energy boost with $3.85 billion Rockstar deal

Sierra Jackson reports on legal matters in major mergers and acquisitions, including deal work, litigation and regulatory changes. Reach her at sierra.jackson@thomsonreuters.com

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