Clover Leaf and Bumble Bee close $1.3-billion sale of substantially all assets to FCF

Clover Leaf Holding Company and Connors Bros. Clover Leaf Seafoods Company closed the $1.3-billion sale of substantially all of the assets of Clover Leaf and its U.S. affiliate, Bumble Bee Foods, to FCF Co., Ltd. pursuant to a "stalking horse" sale proceeding conducted under the Companies’ Creditors Arrangement Act and chapter 11 of the U.S. Bankruptcy Code. The asset sale includes the Canadian labels Clover Leaf, Brunswick and Beach Cliff. Bumble Bee and Clover Leaf also received new financing commitments from existing lenders to provide sufficient liquidity to fund the business through the closing of the sale.

Bennett Jones LLP acted for Clover Leaf Holding Company and Connors Bros. Clover Leaf Seafoods Company with a team that included Kevin Zych, Sean Zweig and Mike Shakra (insolvency), Kris Hanc, Bronwynn Shaw, Alisse Elliott (M&A), Mark Rasile, Adam Taylor (banking), Tom Bauer, Phil Ward, Nicholas Arrigo (tax), Adam Kalbfleisch, Alysha Pannu (competition), Susan Seller, Carl Cunningham (employment services) and Sebastien Gittens (intellectual property).

Paul Weiss acted as U.S. counsel to Bumble Bee.

VandenBulke acted as Luxembourg counsel to Bumble Bee.

Davies Ward Phillips & Vineberg LLP acted as Canadian counsel to FCF Co., Ltd., in both the transaction and the US$707.8 million financing consisting of a US$215 million ABL facility and a US$492.8 million term loan facility, with a team that included Natasha MacParland, Natalie Renner, Emily Uza and Rob Nicholls (insolvency and corporate/M&A); Scott Hyman, Daniel Pearlman, Dan Wolfensohn, Stephen Dalby, Shayna Goldman and Julia Knafo (financing); Mark Firman (employment); Jim Dinning and Alysha Manji-Knight (competition) and Andrew Ellis (tax).

Giannuzzi Group LLP acted as U.S. counsel to FCF with a team that included Nick Giannuzzi, Blake Horn, Ryan Hall and Daniella Carelli.

Sanford Rosen of Rosen & Associates acted as U.S. insolvency counsel to FCF.

Goodmans LLP acted as Canadian counsel to Bumble Bee’s lenders.

Weil Gothshal Manges acted as U.S. counsel for Bumble Bee’s lenders.

Loyens & Leoff acted as Luxembourg counsel for Bumble Bee’s lenders.

Sullivan Cromwell acted as U.S. counsel for Bumble Bee’s shareholders.