Practice Strengths

Recognition

• More than 20 lawyers listed in various business-related categories in the latest edition of The Best Lawyers in America.
• Designated in the latest edition of Chambers USA as being among the top corporate, bankruptcy, real estate and mergers and acquisitions firms in Ohio.

Transactions: Counseling Wendy's in its $2.3 Billion Merger with Triarc

Client: The Special Committee of the Wendy's International, Inc., Board

Type of Matter: Review of strategic alternatives, culminating in a merger

Our Client's Challenge: The Special Committee was charged with evaluating disparate alternatives in the context of challenging industry conditions, shareholder activism and credit market turmoil.

The Goal: Help our clients navigate the complex process of evaluating alternatives and ultimately structuring a favorable outcome for shareholders in an unfavorable climate.

Our Strategy: Our lawyers worked closely with the Special Committee, its financial advisors, Wendy's executive management team and other legal advisors to develop two viable options.

Results:  The Special Committee recommended, and the Wendy's Board and shareholders approved, a merger with Triarc Companies, Inc. (franchisor of the Arby's restaurant system), creating the nation's third-largest quick-service restaurant company, with 10,000 restaurants and more than $12 billion in annual sales.

Mergers and Acquisitions Experience

• Advised Gruner + Jahr AG & Co., Europe's largest newspaper and magazine publisher, on transactions to sell its U.S. magazine business. Approximate transaction value was $450 million.
• Counseled Developers Diversified in the formation of DDR Macquarie Fund, a joint venture with a newly-formed Australian-based listed property trust.
• Represented The E.W. Scripps Company in taking its broadcasting subsidiary private, in the sale of its cable television business, and in its acquisition of cable networks and online comparison shopping services.
• Represented Fisher Scientific International Inc. in its acquisitions of Cellomics Inc., McKesson BioServices and Lancaster Laboratories, important steps in its strategy to enhance product and service offerings.
• Represented Blue Point Capital Partners in its acquisition of CLAD Metals Division from Texas Instruments.