International law firm McDermott Will & Emery LLP represented ROI Acquisition Corp. (“ROI”) (NASDAQ: ROIQ; ROIQW; ROIQU), a special purpose acquisition company (SPAC), in connection with the execution of a merger agreement for its business combination transaction in which ROI will acquire EveryWare Global, Inc. (“EveryWare”). ROI is sponsored by an affiliate of the Clinton Group, which is an established private equity and public equity investor in the consumer sector, and the restaurant industry in particular.
The enterprise value of EveryWare in the transaction is approximately $420 million and the transaction is expected to close in the second quarter of 2013, subject to customary closing conditions. McDermott corporate, tax, real estate, labor, antitrust, intellectual property and regulatory lawyers in three offices worked together to diligence and structure the deal.
Once closed, the transaction will provide EveryWare, one of the world’s leading designers and sellers of tabletop and food preparation products for the consumer and foodservice markets, with access to public markets in support of its next stage of strategic growth initiatives, including internal expansion, product line extensions and strategic acquisitions. EveryWare was formed through the merger of Anchor Hocking and Oneida in March of 2012.
This is the third $400 million+ SPAC business combination for McDermott within the past year, following on the Firm’s representations of JWC Acquisition Corp. and Global Eagle Acquisition Corp. in their successful business combination transactions.
“This transaction further cements our status as the go-to law firm for sophisticated SPAC business combination transactions,” said Joel Rubinstein, a New York-based corporate partner and leader of McDermott’s SPAC practice. “Our deep SPAC experience and ability to provide high-level legal representation from a variety of practice groups enables us to help our clients navigate through these complicated transactions in a skillful manner under tight timeframes.”
In addition to Mr. Rubinstein, the McDermott team included partners Todd Finger, Jonathan Rochwarger, Daniel Zucker, Daphne Trotter, Elias Eliopoulos, Linda Doyle, Maureen O’Brien, Carla Hine, Paul Devinsky, Dan Bucca and James Lastowka as well as associates Harold Davidson, Michael Pilo, Laura Rosenblum, Lara Stahl, Bethany Hatef and Judith Oheb. The team was assisted by paralegal manager Andrea Duncliffe.
Since 2003, McDermott has been a leader in representing issuers and underwriters in SPAC IPOs, and in representing SPACs and target companies in SPAC business combination transactions. The Firm helped develop the current SPAC structure, and continues to be involved in its further evolution.
